Wynn Resorts, Limited · NASDAQ:WYNN
Wynn Resorts — Proxy Contest (May 2018)
30 slides from Wynn Resorts's proxy contest presentation, May 7, 2018
Slide 1: Restore WYNN May 2018
Restore WYNN May 2018
Slide 2: Executive Summary
May 2018 Restore WYNN Executive Summary I am urging shareholders to vote WITHHOLD with respect to John J. Hagenbuch because: □ Mr. Hagenbuch serves on the Special Committee investigating the allegations of sexual harassment by his close friend, Stephen A. Wynn, the Company’s former CEO and Chairman.
Slide 3: Why I am Here
May 2018 Restore WYNN Why I am Here □ I am the largest shareholder and co - founder of Wynn Resorts , with over 9.2% of its outstanding shares . □ I am not looking for a board seat for myself (or anyone closely associated with me). □ My focus is on increasing shareholder value , reforming the Compan
Slide 4: My History of Creating Shareholder Value
Restore WYNN May 2018 Golden Nugget Era Mirage Resorts Era Wynn Resorts Era Maryland Bingo Parlor Golden Nugget Atlantic City The Mirage T r ea s u r e Island Beau Rivage Bellagio Wynn LV Wynn Ma c a u E n c o r e Ma c a u Encore LV Wynn Palace 1960s 1979 1989 1994 1998 2000 2005 2006 2008 2009 2016
Slide 5: Why Shareholders Should WITHHOLD on Mr. Hagenbuch
May 2018 Restore WYNN Why Shareholders Should WITHHOLD on Mr . Hagenbuch □ Mr. Hagenbuch is a member of the Special Committee responsible for overseeing the investigation into allegations of sexual harassment by Mr. Wynn. ▪ No one with close personal ties to Mr. Wynn should serve on this Committee.
Slide 6: The Board Failed Shareholders in Addressing the Situation Involving Mr. Wynn
May 2018 Restore WYNN The Board Failed Shareholders in Addressing the Situation Involving Mr. Wynn □ On January 26, 2018, The Wall Street Journal reported allegations of sexual harassment by Mr. Wynn, and the Board formed the Special Committee to investigate the allegations. □ The Board appointed Mr
Slide 7: Ramifications of the Board's Failures Include a Damaged Brand and Regulatory Scrutiny
May 2018 Restore WYNN Ramifications of the Board’s Failures Include a Damaged Brand and Reputation as well as Regulatory Scrutiny □ The Board’s failure to handle the Steve Wynn allegations has compromised the Wynn brand as the leading luxury provider in the industry. ▪ The Company is already conside
Slide 8: Wynn Boston Harbor – Conflict of Interest of Legacy Directors
May 2018 Restore WYNN □ Wynn Boston Harbor is the Company’s most significant domestic opportunity and a key strategic asset ▪ The Company is mid - cycle with Wynn Boston Harbor’s development and construction ($ 1.4 billion spent of the projected $2.5 billion budget), which is scheduled to open next
Slide 9: Wynn Boston Harbor – Conflict of Interest (Cont'd)
May 2018 Restore WYNN ▪ Wynn Boston Harbor will be unmatched by anything in the U.S. outside of Las Vegas and far more accessible ▪ Will be the largest private single - phase development project in Massachusetts Wynn Boston Harbor – Conflict of Interest of Legacy Directors Could Destroy Shareholder
Slide 10: Wynn Boston Harbor – Estimated 2020 EBITDA
May 2018 Restore WYNN Boston Las Vegas Macau $2.8 - $2.9B With Boston 66 - 69 % Las Vegas Macau $2.5B Without Boston 23% 77% Estimated 2020 EBITDA “We expect the facility to generate a healthy share of the ~$2.3 bn regional gaming market. With a 25% gaming tax rate and what is likely to be the highe
Slide 11: What Is the Massachusetts Gaming Commission Investigating?
May 2018 Restore WYNN 1. “ A review of the suitability of individual qualifiers , including Steve Wynn and other qualifiers* potentially involved in this matter .” * NOTE : This includes the legacy Board members . 2. “ A review of any corporate action, or lack thereof, contemporaneous with the alleg
Slide 12: Shift in Management's Rhetoric Surrounding Wynn Boston Harbor
May 2018 Restore WYNN After the Massachusetts Gaming Commission launched its investigation into the Board’s conduct, there has been a disconcerting shift in management’s rhetoric surrounding Wynn Boston Harbor. Before the Massachusetts Gaming Commission launched its investigation: “We’re feeling gre
Slide 13: Regulatory Risks and Possible Sale of Wynn Boston Harbor
May 2018 Restore WYNN □ It appears that the regulatory risks associated with Wynn Boston Harbor include an investigation into the failures to act by individual Board members and senior executives . □ The Company has already signaled willingness to rebrand Wynn Boston Harbor in an effort to placate r
Slide 14: Mr. Hagenbuch Failed Shareholders as a Member of the Compensation Committee
May 2018 Restore WYNN □ Outsized CEO pay has been a perennial feature since Mr. Hagenbuch joined the Compensation Committee in 2013: 2.3x to 3.3x peer median (according to 2015, 2016 and 2017 ISS reports). □ 2017 say - on - pay vote garnered only 58.7% support. Both ISS and Glass Lewis expressed ser
Slide 15: Mr. Hagenbuch Failed Shareholders on Compensation (Cont'd)
May 2018 Restore WYNN Mr. Hagenbuch Failed Shareholders as a Member of the Compensation Committee ( Cont’d) 15 Executive Company 2014 2015 2016 2017 Peter Carlino Gaming & Leisure Properties 20,522,147 16,765,206 12,011,075 11,052,190 Sheldon Adelson Las Vegas Sands 11,991,724 12,189,470 12,707,449
Slide 16: Recent Board Additions Don't Address Lack of Independence and Oversight
May 2018 Restore WYNN Recent Board Additions Don’t Address the Fundamental Lack of Independence and Oversight □ On April 18, one day after I wrote a letter to the Board, the Board added three new directors to the Board but: ▪ These directors were selected by the Board , which includes the longstandi
Slide 17: Mr. Maddox's Statements Regarding His Appointment to the Board Raise Concerns
May 2018 Restore WYNN Mr. Maddox’s Statements Regarding His Appointment to the Board Raise Concerns □ There have been media reports that Mr. Maddox will be joining the Board in the summer of 2018. (1) □ This is consistent with Wynn Resorts’ statement to Bloomberg on April 24, 2018 : “ As we move for
Slide 18: Material Changes Since the Nomination Window Closed
May 2018 Restore WYNN There have been Material Changes Since the Nomination Window Closed Date Event January 21 Window for advance notice of shareholder proposals and nominations closes . January 26 The Wall Street Journal reports Mr. Wynn’s alleged sexual harassment ; Board establishes Special Comm
Slide 19: The Board Rejected a Re-Opening of the Nomination Window
May 2018 Restore WYNN The Board Rejected a Re - Opening of the Nomination Window Despite a Material Change of Circumstances □ On April 17, I wrote to the Board requesting a reopening of the advance notice window for director nominations and shareholder proposals in light of the material changes of c
Slide 20: The Board is Abusing the Corporate Machinery in the Proxy Contest
May 2018 Restore WYNN The Board is Abusing the Corporate Machinery to Gain an Unfair Advantage in the Proxy Contest 20 □ The Board chose an annual meeting date that is only 28 days after the filing of the proxy statement, creating a solicitation period radically shorter than in the past three years
Slide 21: Wynn's Refusal to Share the NOBO List
May 2018 Restore WYNN □ Wynn’s improper refusal to share the NOBO list has created an uneven playing field and has given the Company an unfair advantage in this proxy contest . ▪ As a large percentage of Wynn’s shares are held by nominal holders such a brokers, the NOBO list is necessary to identify
Slide 22: The Board's Recent Conduct Is Emblematic of Poor Corporate Governance
May 2018 Restore WYNN The Board’s Recent Conduct is Emblematic of its Overall Poor Corporate Governance Practices □ The Company has a classified board. □ Shareholders have n o right to call special meetings or act by written consent. □ Bylaw amendments by shareholders require a supermajority vote. □
Slide 23: It is Time to Restore Good Corporate Governance and Build Long-Term Value
May 2018 Restore WYNN It is Time to Restore Good Corporate Governance and Build Long - Term Shareholder Value at Wynn □ There are multiple, independent reasons to vote WITHHOLD with respect to Mr. Hagenbuch. □ My focus is on enhancing the Company’s long - term value , eliminating the risk of longtim
Slide 24: Appendix
APPENDIX
Slide 25: Wynn Resorts' Board Composition Speaks for Itself
May 2018 Restore WYNN Source: Company website and Capital IQ. 25 Wynn Resorts’ Board Composition Speaks for Itself No Conflict Due to Relevant Consumer Large Capital Internal Public Company Public Company Tenure Relationship with Gaming Marketing Hospitality Projects Development Investigations Leade
Slide 26: Long-Term Total Shareholder Return Has Been Disappointing
May 2018 Restore WYNN Long - Term Total Shareholder Return Has Been Disappointing * Peers include companies used by Wynn in its executive compensation analysis as disclosed on page 32 of the Company’s 2018 p rox y statement. These companies are: Las Vegas Sands Corp., MGM Resorts International, Caes
Slide 27: Executive Compensation is at Odds with Performance
May 2018 Restore WYNN Three Years Ended December 31, 2017 Source: Company filings, Capital IQ and Factset as of April 27, 2018. Five Years Ended December 31, 2017 Executive Comp to Top 5 ($M) Total Shareholder Returns Executive Comp to Top 5 ($M) Total Shareholder Returns Executive Compensation is a
Slide 28: Shareholder opposition to compensation practices has increased under Hagenbuch's watch
May 2018 Restore WYNN Shareholder opposition to compensation practices has increased under Hagenbuch’s watch □ ISS recommended WITHHOLD votes on Compensation Committee members in 2015 and 2016 and AGAINST the say - on - pay proposal in 2017. □ In 2017, the Company’s say - on - pay proposal received
Slide 29: Important Additional Information
May 2018 Restore WYNN 29 Important Additional Information Elaine P. Wynn is a participant in the solicitation of proxies from the shareholders of Wynn Resorts, Limited (the “ Company ”) in connection with the Company’s 2018 annual meeting of shareholders (the “ Annual Meeting ”). On April 27, 2018,
Slide 30: Join me in voting WITHHOLD with respect to John Hagenbuch
Join me in voting WITHHOLD with respect to John Hagenbuch Restore WYNN