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Howard Stutz
 

Elaine Wynn files paperwork seeking to regain board position

9 March 2015

LAS VEGAS -- Ousted Wynn Resorts, Limited board member Elaine Wynn isn’t giving up without a fight.

The ex-wife of Wynn Resorts Chairman and CEO Steve Wynn — and the casino operator’s third-largest shareholder — filed paperwork with the Securities and Exchange Commission on Thursday, seeking to regain her seat less than a week after fellow board members chose not to renominate her.

Wynn, 71, is asking shareholders to return her to the panel, where she has served since the company’s inception in 2002. The annual shareholders meeting is scheduled for April 24 at Wynn Las Vegas.

In her proxy statement, Elaine Wynn said Wynn Resorts “put forth a confusing and misleading set of reasons for excluding me from the boardroom.”

Her removal would leave the board as an all-male panel.

“This action not only flies in the face of sound governance practices at any large publicly traded company, it denies stockholders any meaningful diversity of thought,” Wynn said in a statement. “I firmly believe that different perspectives and constructive dialogue are the hallmarks of a healthy board.”

In the SEC filing, Wynn said a longstanding stockholders agreement with Steve Wynn, which she sought to amend through a 2012 lawsuit, requires her ex-husband “endorse and vote for me as a director.”

Elaine Wynn is widely known in Nevada for her philanthropic efforts. She is chairwoman of the Nevada State Board of Education.

Forbes lists her wealth at $2 billion, primarily because of the 9.5 million shares she owns in Wynn Resorts.

In their 2010 divorce, she and Steve Wynn split their ownership in the company, each receiving more than 11 million shares. He remains the company’s largest shareholder, with more than 10 million shares.

“I am unafraid to question the actions of company management,” Elaine Wynn said in the SEC filing. “I do not simply toe the party line and instead hold our management team, including our chairman and CEO, accountable to our stockholders.”

In the company’s SEC filing last week, Wynn Resorts said Wynn was not selected by the board’s nominating and corporate governance committee because the panel was seeking to reduce the number of the company’s inside directors.

The lawsuit over the stockholders agreement, which requires her to vote her shares with Steve Wynn’s, was also a consideration for her removal. The board claimed the lawsuit could harm several high-yield bonds covering a portion of the company’s $7.3 billion in long-term debt.

“This issue existed at the time of my election to the board in November 2012 and, in that election, the board had no problem renominating me as a director and urging stockholders to vote for me.” Wynn said in her SEC filing. “I may not be ‘one of the boys,’ but I am highly confident that I can work effectively with the other members of the board, just as I have for the past 13 years, notwithstanding my private disagreement with Mr. Wynn about the shareholders agreement.”

In an e-mailed statement, Wynn Resorts spokesman Michael Weaver said the decision not to renominate Wynn “followed an extensive process, which included multiple meetings and the participation of Ms. Wynn.”

He said the board committee, which was led by ex-Gov. Bob Miller, was concerned about conflicts of interest, the lawsuit and her lack of independence under Nasdaq listing standards.

“While Steve Wynn is contractually obligated to support Ms. Wynn’s candidacy, the board as a whole accepted the recommendations of the nominating and corporate governance committee’s independent directors,” Weaver said.

Earlier this week, Weaver said, “Steve Wynn supported the candidacy of Elaine Wynn.”

In her proxy filing, Wynn said the company did not identify any conflicts of interest, “because there are none.”

She told company shareholders that if she wasn’t re-elected, the all-male board, would give the company an “appalling lack of diversity” that “diminishes the Wynn brand and sends the wrong kind of public message to our customers and stockholders.”