Elaine Wynn Loses Dissident Drive to Retain Wynn Board Seat

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Elaine Wynn lost her bid for re-election to the board of Wynn Resorts Ltd. after failing to win over enough shareholders to back her dissident campaign.

Wynn, 72, was asking investors to keep her on the board of the casino company co-founded by her ex-husband, Chairman and Chief Executive Officer Steve Wynn, after other directors declined to renominate her. They said a legal dispute between the two over her voting rights is influencing board decisions.

The matter came to a vote at the annual meeting Friday in Las Vegas. Elaine headed into the meeting with more than 19 percent of the votes in her corner. She and her ex-husband, 73, control that amount, and he’s obliged by contractual agreements to support her candidacy.

“While I am certainly disappointed by the result of today’s vote, I am hopeful that I have once again served as an agent for change and improvement for this company, which I love so deeply,” Elaine Wynn said in a statement later.

She attended the meeting, but didn’t speak. The board’s recommended nominees, John J. Hagenbuch and J. Edward Virtue, were re-elected. The company will release vote totals next week after they are audited.

“We look forward to expanding the board with one or more qualified, diverse and independent directors by the end of 2015, which is a key step in our ongoing effort to enhance the board’s independence,” Wynn Resorts said.

Proxy advisers were split over the Wynn nomination. Elaine Wynn last week gained the backing of Egan-Jones.

Proxy Advisers

“The manner in which the existing board has handled the company’s third-largest shareholder and fellow board member, Elaine P. Wynn, the resulting proxy contest, all too public dispute and the continuing multiyear decline in the company’s stock price, compel us to support the dissident,” Egan-Jones said on April 15.

Egan-Jones in its report also recommended clients not vote for the two nominees put forth by the Wynn Resorts board: Hagenbuch and Virtue.

Glass, Lewis & Co. told clients to vote for the company’s nominees and not Elaine Wynn, saying it believed management’s position that her legal dispute is influencing her board decisions. Institutional Shareholder Services Inc., another adviser, said its clients shouldn’t vote for any of the nominees, citing what it said were longstanding problems with executive pay and perks at Wynn Resorts.

Legal Fight

Elaine Wynn has been embroiled in litigation with her ex-husband over her 9.4 percent stake in the Las Vegas-based casino company. The dispute dates back to an agreement the couple had with Kazuo Okada, an early Wynn Resorts investor, that gave Steve Wynn control over shares held by all three.

Elaine Wynn, whose 9.54 million shares are valued at about $1.23 billion, sought to end that agreement in 2012, a move Steve Wynn is fighting. Okada’s holding was redeemed by the company in a separate dispute.

Wynn Resorts rose 1.6 percent to $130.09 at the close in New York. It has declined 13 percent this year.

“I really think it’s terrible,” said Ellyce Rumick, an investor who flew in from Deerfield, Illinois, for the meeting and backed Elaine Wynn. “You have to have a woman’s perspective.”

Stephen Chang, a banker from Orange County, California, backed the company’s candidates while acknowledging Elaine Wynn’s contributions and her desire to control her voting stake.

“There’s a better way to do it,” he said, referring to her fight to gain control of the shares.

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