Wynn Resorts, Limited · NASDAQ:WYNN
Wynn Resorts — Proxy Contest (May 2018)
16 slides from Wynn Resorts's proxy contest presentation, May 1, 2018
Slide 1: Filed by Wynn Resorts pursuant to Rule 14a-6(b)
Filed by Wynn Resorts, Limited Pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Commission File No.: 000-50028 On May 1, 2018, Wynn Resorts Ltd. made the following shareholder presentation available:
Slide 2: Wynn Resorts Presentation Regarding 2018 Annual Meeting
Wynn Resorts Presentation Regarding 2018 Annual Meeting May 2018
Slide 3: Table of Contents
Table of Contents 2017 Achievements and Timeline of Recent Events3-5 Immediate Response to Recent Events6 Significant Operation & Governance Highlights7-9 Board of Directors10-12 Conclusion13
Slide 4: Major Accomplishments in 2017
WYNN Continues to Deliver superior Shareholder Value Meaningfully Increased Market Share in Macau with the Successful Ramp-up of Wynn Palace Generated Record Results at Wynn Las Vegas Made Substantial Progress in the Construction of Encore Boston Harbor Maintained a Robust Capital Investment Program
Slide 5: Consistent Peer Outperformance and Commitment to Shareholder Returns
Consistent Peer Outperformance and Commitment to Shareholder Returns 2018 YTD TSR** WYNN: 10.8% S&P 500 Index: (0.4)% S&P Consumer Discretionary Index: 5.5% One-Year TSR (as of fiscal year end) WYNN: 96.6% S&P 500 Index: 21.3% S&P Consumer Discretionary Index: 21.9% Since IPO** WYNN: 2,337% S&P 500
Slide 6: Timeline: How We Got Here
Timeline: How we Got here January 26, 2018 May 1, 2018 2/6/18: Company appoints Matt Maddox as CEO 2/15/18: Separation Agreement executed with Steve Wynn 1/26/18: WSJ Article published; Board forms Special Committee 4/16/18: Company resolves Litigation with Elaine Wynn 4/23/18: Elaine Wynn files Pre
Slide 7: Immediate Response Steps Taken
Immediate Response Steps Taken Formed Special Committee Independent Directors to broadly investigate allegations, and conduct comprehensive review of internal workplace policies and procedures Negotiated Settlement Agreements Universal Settlement – settled longstanding litigation, which we believe t
Slide 8: Significant Accomplishments – Operational
Significant Accomplishments – Operational Focused execution and ramp-up of Wynn Palace resulted in increased market share in Macau Generated record results at Wynn Las Vegas Undisrupted progress in construction of Encore Boston Harbor Maintained robust capital investment program at existing properti
Slide 9: Significant Enhancements – Compensation
Significant enhancements – COMPENSATION Adopted Best Practices and Strengthened Performance Linkage Eliminated all tax gross-ups – existing agreements amended and the company does not intend to enter into future agreements with tax gross-up provisions Board unilaterally moved to annual SOP – trienni
Slide 10: Significant Accomplishments – Governance
Significant Accomplishments – Governance Independent Board Chairman Commenced Board refreshment process to meet Company’s evolving needs and to strengthen the Board’s diversity, skills and experience Board refresh already showing results 3 new members – highly skilled, and consistent with commitment
Slide 11: Three new directors bring diverse experience and expertise to our Board
Three new directors bring diverse experience and expertise to our Board Significant reduction in Average Board Tenure Female directors comprise 40%(1) of Board, among the top quartile in the S&P 500 for gender diversity Refreshed Board, EXPANDED Skills & EXPERTISE Betsy Atkins Dee Dee Myers Wendy We
Slide 12: 2018 Director Nominees
2018 Director Nominees Betsy Atkins Extensive Experience and Diverse Perspectives Joined Board: December 2012 Committees: Audit, Chair; Compensation; Special Expertise: Mr. Hagenbuch brings to our Board deep corporate strategy and financial expertise gained over 30 years as a private equity investor
Slide 13: Strong Board and Governance Practices
Independent Chairman of the Board Audit Committee conducts executive sessions with independent auditors, General Counsel, CFO, and Compliance Officer Fully independent Audit, Compensation and Corporate Governance Committees Director Resignation Policy Strong Ownership Guidelines: 3X annual retainer
Slide 14: Conclusion
Conclusion Board profile is the right one to drive value for shareholders This Board has demonstrated decisive and responsible leadership in the face of unforeseen events The Company’s financial position is strong and has been enhanced through numerous actions over the past two months Risk oversight
Slide 15: Additional Information and Where to Find It
Additional Information and Where to Find It The Company has filed a definitive proxy statement, a supplement to the definitive proxy statement, and a form of associated WHITE proxy card with the SEC in connection with the solicitation of proxies for the Company’s 2018 Annual Meeting of Shareholders.
Slide 16: Slide 16