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Gaming Guru

Howard Stutz

Game on: Elaine Wynn files formal proxy to regain board seat

23 March 2015

LAS VEGAS -- Ousted Wynn Resorts, Limited board member Elaine Wynn filed her formal paperwork to regain her position with the casino company Friday, but changed one item from the preliminary proxy that was released a day earlier.

According to the filing with the Securities and Exchange Commission, Wynn said former Gov. Bob Miller, a board member who headed the nominating committee, told her following the Feb. 24 meeting that she wasn’t going to be selected for another term.

Later that night, she had a telephone conversation with her ex-husband, chairman and CEO Steve Wynn, “in which he also discussed with me the nominating and corporate governance committee’s recommendation that I not be re-nominated.”

Previously, Elaine Wynn had said she first learned about the change from her former husband.

Elaine Wynn is asking Wynn Resorts shareholders to bypass the company’s selection and elect to another term on the board, where she has served since 2002. She outlined her qualifications and reasons for wanting the seat in her filing.

On Friday, she also launched a website — — for shareholders to gain information.

The Wynn Resorts shareholder meeting is scheduled for April 24.

Elaine Wynn said she first learned of the issue with the board in a January phone conversation with her ex-husband.

“The tenor of this conversation led me to wonder whether I would be re-nominated for election at the annual meeting,” Elaine Wynn said.

In a 2012 lawsuit, Elaine Wynn challenged a long-standing shareholder agreement with Steve Wynn, which gives him control over her 9.5 million shares in the company.

Based on the shareholders agreement Steve Wynn and Elaine Wynn control 19.3 percent of Wynn Resorts, the largest single stake.

Investment management firm T. Rowe Price owns 17 million shares, or 16.8 percent of the company.

If Elaine Wynn gains control of her more than 9.4 percent stake, she would be company’s third largest stockholder. Steve Wynn would own 9.9 percent, or 10 million shares.

Wynn Resorts board members said the lawsuit was a primary reason for removing her from the board. The company outlined in its proxy filing Monday how it could be forced to repurchase a portion of its corporate debt under unfavorable terms if Elaine Wynn prevails in her lawsuit.

“A change in control provision” could be triggered if Elaine Wynn was allowed to “sell, gift or otherwise dispose” of some or all of her shares.

In her proxy filing, Elaine Wynn asked stockholders to vote for her instead of John Hagenbuch. He was nominated by the company along with J. Edward Virtue. Hagenbuch and Virtue have been directors of Wynn Resorts since 2012.

Shares of Wynn Resorts lost 13 cents, or 0.10 percent, to close at $129.98 on Friday.
Game on: Elaine Wynn files formal proxy to regain board seat is republished from