Wynn Resorts Takes Actions to Streamline Board of Directors and Increase
Independent Representation as Company Pursues Growth Strategy
Will Ask Shareholders to Remove Okada from Board to Enable Entry into New
LAS VEGAS -- December 13, 2012
Wynn Resorts, Limited (Nasdaq: WYNN) today announced it is streamlining its
Board of Directors and increasing the percentage of independent directors as
the Company pursues a growth strategy to expand into new jurisdictions. The
Company, which had a 12-member Board including seven independent directors,
has reduced the Board to nine members, including six independent directors.
Jay Hagenbuch has been appointed an independent Director and a member of the
Audit Committee. Independent directors Russell Goldsmith and Allan Zeman have
stepped down from the Board to devote more time to their other business
commitments, and inside directors Linda Chen and Marc D. Schorr have stepped
down from the Board to reduce the number of inside directors. Ms. Chen and Mr.
Schorr will continue to serve as executives of the Company, and they and Mr.
Zeman will continue as directors of Wynn Macau, Limited. Mr. Zeman will also
continue to serve as Vice Chairman of Wynn Macau, Limited.
Wynn Resorts also announced that it is calling a Special Meeting of
Stockholders to vote on a proposal to remove Kazuo Okada as a director. Mr.
Okada was previously deemed unsuitable by the Wynn Resorts Board after a
lengthy investigation by former FBI Director Louis J. Freeh uncovered evidence
of improper conduct by Mr. Okada and affiliated entities under the Foreign
Corrupt Practices Act in connection with their dealings with Philippine
officials. If Mr. Okada is removed from the Wynn Resorts Board by a vote of
two-thirds of the shareholders, the Board will be reduced to eight directors,
including six independent directors.
“By streamlining the Board and eliminating an unsuitable director, the Company
will be well positioned to capitalize on the enormous opportunities in the
market and execute our ambitious expansion plans,” said Stephen A. Wynn,
Chairman and Chief Executive Officer. “As part of our growth agenda, we are
seeking regulatory approval in Pennsylvania and Massachusetts to open new
gaming facilities – which would not be possible with an unsuitable director
and which will benefit from a streamlined Board with greater independent
Mr. Wynn continued, “We welcome Jay Hagenbuch to our Board. Jay brings deep
corporate strategy and financial expertise, and offers valuable perspective
gained through over 30 years as a private equity investor and director of a
number of public and private companies. He shares our commitment to creating
shareholder value and his insights will be a tremendous asset as we continue
to position Wynn to capture the extraordinary opportunities in today’s gaming
environment. On behalf of the entire Board, we would like to thank Russell,
Allan, Linda and Marc for their substantial contributions as directors. We
look forward to continuing to work with Allan, Linda and Marc, and wish
Russell continued success in his business endeavors.”
Mr. Hagenbuch is Chairman of M&H Realty Partners and WestLand Capital
Partners, investment firms he co-founded in 1994 and 2010, respectively. He is
also Chairman of Onconome, Inc., a clinical-stage company dedicated to the
discovery, development and commercialization of biomarkers used in the early
detection of cancer. Previously, Mr. Hagenbuch was a General Partner of
Hellman & Friedman which is a private equity firm that he joined as its third
partner in 1985. Mr. Hagenbuch’s investment and advisory work has included
extensive international experience. He graduated magna cum laude from
Princeton University and holds an MBA from Stanford University.
About Wynn Resorts
Wynn Resorts, Limited is traded on the Nasdaq Global Select Market under the
ticker symbol WYNN and is part of the S&P 500 and NASDAQ-100 Indexes.
Our Las Vegas operations (Wynn Las Vegas and Encore) feature two luxury hotel
towers with a total of 4,750 spacious hotel rooms, suites and villas,
approximately 186,000 square feet of casino space, 32 food and beverage
outlets featuring signature chefs, an on-site 18-hole golf course, meeting
space, a Ferrari and Maserati dealership, approximately 94,000 square feet of
retail space as well as two showrooms; three nightclubs and a beach club.
Our Macau resort is a resort destination casino located in the Macau Special
Administrative Region of the People's Republic of China with two luxury hotel
towers (Wynn Macau and Encore) with a total of 1,008 spacious rooms and
suites, approximately 265,000 square feet of casino space, casual and fine
dining in eight restaurants, approximately 54,600 square feet of retail space,
recreation and leisure facilities, including two health clubs and spas and a
Additional Information and Where to Find It
Wynn Resorts intends to file with the U.S. Securities and Exchange Commission
(the “SEC”) a proxy statement in connection with the proposed removal of Mr.
Okada from the board of directors of Wynn Resorts. The definitive proxy
statement will be sent or given to the stockholders of Wynn Resorts and will
contain important information about the proposed removal of Mr. Okada.
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT
BECOMES AVAILABLE. The proxy statement and other relevant materials (when they
become available), and any other documents filed by Wynn Resorts with the SEC,
may be obtained free of charge at the SEC’s website, at www.sec.gov. In
addition, security holders will be able to obtain free copies of the proxy
statement from Wynn Resorts by contacting Investor Relations by mail at
Attention: Investor Relations, 3131 Las Vegas Boulevard South, Las Vegas,
Participants in the Solicitation
Wynn Resorts and its directors, officers and employees may be deemed to be
participants in the solicitation of proxies from Wynn Resorts stockholders in
connection with the proposed removal of Mr. Okada from the board of directors
of Wynn Resorts. Information about Wynn Resorts’ directors and executive
officers is set forth in its proxy statement for its 2012 Annual Meeting of
Stockholders, which was filed with the SEC on September 20, 2012, and its
Annual Report on Form 10-K for the year ended December 31, 2011, filed on
February 29, 2012, as amended on April 30, 2012. These documents are available
free of charge at the SEC’s website at www.sec.gov, and by mail at Attention:
Investor Relations, 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109,
or by going to Wynn Resorts’ Investor Relations page on its corporate website
at www.wynnresorts.com. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the transaction
will be included in the proxy statement that Wynn Resorts intends to file with
This release contains forward-looking statements. Such forward-looking
information involves important risks and uncertainties that could
significantly affect anticipated results in the future and, accordingly, such
results may differ from those expressed in any forward-looking statements made
by us. The risks and uncertainties include, but are not limited to, adverse
tourism trends, volatility and weakness in world-wide credit and financial
markets and from governmental intervention in the financial markets, general
global macroeconomic conditions, results of probity investigations, regulatory
or enforcement actions, pending or future legal proceedings, and the results
of Wynn Resorts’ proposed removal of Mr. Okada from the board of directors.
Additional information concerning potential factors that could affect Wynn
Resorts’ financial results is included in the Company's Annual Report on Form
10-K for the year ended December 31, 2011 and the Company's other periodic
reports filed with the SEC. The Company is under no obligation to (and
expressly disclaims any such obligation to) update its forward-looking
statements as a result of new information, future events or otherwise.
Samanta Stewart, 702-770-7555
Sard Verbinnen & Co.
George Sard/Alexandra LaManna
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