Wynn Resorts Ltd DEF 14A, filed Mar 22, 2023
Wynn Resorts Ltd (WYNN)
About this DEF 14A
Wynn Resorts Ltd filed this DEF 14A on March 22, 2023.
Table of Contents
☐ |
Preliminary Proxy Statement | |
☐ |
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ |
Definitive Proxy Statement | |
☐ |
Definitive Additional Materials | |
☐ |
Soliciting Material under § 240.14a-12 | |
☒ |
No fee required. | |
☐ |
Fee paid previously with preliminary materials. | |
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(a)(I) and 0-11. | |
Table of Contents
The Height of Hospitality Wynn Resorts 2022 PROXY REPORT
Table of Contents
Table of Contents
| Dear Shareholders,
For five years, Wynn Resorts has done a remarkable and highly effective job playing defense. We responded to the sudden departure of the company’s founder in 2018 with alacrity, including comprehensive changes in the composition of our Board of Directors, the executive team, and corporate governance policies—only to then face a pandemic that intermittently closed our resorts in North America and severely impeded our business in Macau.
Our goal was to right the ship and navigate forward. Throughout that process we made decisions true to our core values: to be Service Driven, committed to Excellence, have guest experiences executed with Artistry, and to be Progressive.
Because we stayed true to our values—the core of who we are—Wynn Resorts is stronger as a result.
We are entering our next chapter playing offense—not just preserving shareholder value but growing shareholder value.
To prepare, we have cleared away any uncertainty surrounding Macau: The Company entered into a new, 10-year gaming concession agreement with the government of Macau which management very effectively negotiated. We have solidified our leadership in Macau by appointing Linda Chen, who has worked with Wynn Resorts since our founding in 2002, as President. We will lead that market in its pursuit of non-gaming growth, just as we did in Las Vegas when it undertook a similar expansion decades ago.
The transitions of Craig Billings to CEO and Julie Cameron-Doe to CFO went as smoothly as planned. Today, 67% of the Wynn Resorts executive team is diverse by gender.
Last year, to demonstrate their confidence in the Company and its future success, and to show support to our people in Macau by preserving liquidity during a very challenging period, Board members and named executive officers exchanged a portion of their salaries and board fees for equity compensation.
The convergence of these things—company stability, the most talented senior team in the industry, and personal commitments to success—give me more confidence than ever in Wynn Resorts.
Sincerely,
Philip G. Satre Chair of the Board of Directors |
Table of Contents
Table of Contents
| Dear Shareholders,
Running at full speed. That is how I feel about our business following nearly three years of intermittent disruption.
The source of our success is clear: our employees. Their sense of ownership and their passion drive us, as we find new opportunities to make Wynn Resorts more vibrant and relevant to our guests than ever before.
Wynn Las Vegas is the place to be. In 2022, the resort launched a series of events that offer “only the best and only at Wynn” in culinary arts, sports broadcasts, luxury goods, and unique entertainment premieres. This year, we’ll add to our collection of experiences, including a founding partnership with Formula 1 racing that allows Wynn and F1 the opportunity to offer a set of singular, Wynn-only guest experiences at the Las Vegas Grand Prix.
Encore Boston Harbor has come into its own. In its first year of being rated by Forbes Travel Guide, the resort was awarded five stars—Wynn Resorts continues to hold more Forbes Five Stars than any independent hotel company in the world. In a city where sports are social currency, fans are enthusiastic about the recent launch of our WynnBET Sportsbook at Encore, and we’ll break ground on our Broadway Entertainment District later this year. Record-breaking revenues and increases in our loyalty program demonstrate that Encore is solidly Boston’s hometown casino.
Macau is back. At Wynn Macau and Wynn Palace, we successfully negotiated a new, 10-year gaming concession agreement with the government on favorable terms, and recent changes in local COVID policy have unlocked the pent-up consumer demand we had anticipated and prepared for. We’ll borrow a page from the Las Vegas playbook for fresh, relevant events in Macau as we design the destination’s next generation of non-gaming amenities.
Our Wynn Design and Development team is fully engaged and drawing on their decades of expertise in designing singular guest experiences to create Wynn Al Marjan Island in the United Arab Emirates. We also are aggressively pursuing a gaming license in New York City at our proposed location of Hudson Yards.
We have tremendous opportunities ahead, and no team is better prepared for them than the team at Wynn Resorts—you can meet them yourself by visiting any one of our resorts.
I urge you to vote in support of the items described in this proxy statement and invite your input on an ongoing basis.
Thank you for your investment in Wynn Resorts.
Sincerely,
Craig S. Billings Chief Executive Officer |
Table of Contents
| Notice of Annual Meeting
Our 2023 Annual Meeting of Shareholders (“Annual Meeting”) will be held online on May 4, 2023, at 9:00 a.m. PT.
PURPOSE OF THE MEETING
THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING PURPOSES: 1. To elect three Class III directors to serve until the 2026 Annual Meeting of Shareholders;
2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
3. To approve, on a non-binding advisory basis, the compensation of our named executive officers as described in the Proxy Statement;
4. To approve, on a non-binding advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers; and
5. To consider and transact such other business as may properly come before the Annual Meeting, or at any adjournments or postponements thereof. |
|
These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting. Only the Company’s shareholders of record at the close of business on March 10, 2023, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the Annual Meeting, and at any adjournments or postponements thereof. Only such shareholders, their proxy holders, and our invited guests may attend the Annual Meeting.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 4, 2023 This Proxy Statement and our Annual Report for the fiscal year ended December 31, 2022, are available at http://www.wynnresorts.com on the Company Information page under the “Annual Meeting” heading. Beginning on or about March 22, 2023, we sent to our shareholders either a printed copy of our Annual Meeting materials or a Notice of Internet Availability containing instructions on how to access our Annual Meeting materials electronically. The Annual Meeting materials include this Proxy Statement and our Annual Report for the fiscal year ended December 31, 2022.
PARTICIPATING IN THE VIRTUAL ANNUAL MEETING To participate in the virtual Annual Meeting, visit http://www.virtualshareholdermeeting.com/WYNN2023, and log in using the 16-digit control number printed in the box marked by the arrow on your Notice of Internet Availability, proxy card or voter instruction form.
YOUR VOTE IS IMPORTANT You are encouraged to read the attached Proxy Statement and then cast your vote as promptly as possible by following the instructions on the Notice of Internet Availability, your proxy card or the voter instruction form you received from your bank or broker. Even if you have given your proxy, you may still vote electronically during the virtual Annual Meeting by visiting http://www.virtualshareholdermeeting.com/WYNN2023, logging in using the 16-digit control number printed in the box marked by the arrow on your Notice of Internet Availability, proxy card or voter instruction form, clicking on the vote button on the screen and following the instructions provided. If your shares are held through an intermediary, such as a bank, broker or other nominee, your shares will not be voted on most matters being considered at the Annual Meeting unless you provide voting instructions to such person. If you hold your shares in your name, you can vote by proxy before the Annual Meeting by signing and returning the proxy card or voting via the internet or by telephone as further explained in the accompanying Proxy Statement. If you submit a proxy but do not provide any voting instructions, the persons named as proxies will vote your shares in accordance with the Board of Directors’ nominations.
By Order of the Board of Directors,
Ellen F. Whittemore Secretary Las Vegas, Nevada March 22, 2023 |
|
DATE AND TIME
|
PLACE
| |||
| May 4, 2023 9:00 am PT |
Virtual meeting conducted via live webcast accessed at this website: http://www.virtualshareholdermeeting.com/WYNN2023
|
Table of Contents
Table of Contents
Table of Contents
| 1 | ||||
| 3 | ||||
| 3 | ||||
| 4 | ||||
| 13 | ||||
| Attendance at Board, Committee and Annual Shareholder Meetings |
13 | |||
| 14 | ||||
| 16 | ||||
| 17 | ||||
| 17 | ||||
| 18 | ||||
| 20 | ||||
| 22 | ||||
| 23 | ||||
Table of Contents
| 28 | ||||
| 29 | ||||
| 32 | ||||
| 33 | ||||
| 40 | ||||
| 40 | ||||
| 41 | ||||
| 43 | ||||
| 44 | ||||
| 44 | ||||
| 47 | ||||
| 48 | ||||
| 49 | ||||
| 49 | ||||
| 53 | ||||
| 54 | ||||
| 55 | ||||
| 55 | ||||
| 56 | ||||
| 58 | ||||
| Proposal 2: Ratification of Appointment of Independent Auditors |
58 | |||
| Proposal 3: Advisory Vote to Approve the Compensation of Named Executive Officers |
61 | |||
| Proposal 4: Advisory Vote to Approve the Frequency of Future “Say-on-Pay” Proposals |
62 | |||
| 63 | ||||
| 63 | ||||
| 63 | ||||
| 64 | ||||
| 64 | ||||
| 65 | ||||
| 65 | ||||
| 65 | ||||
| 66 | ||||
| 66 | ||||
| 66 | ||||
Table of Contents
Table of Contents
2022 Highlights
| Financial Results |
Achieved highest-ever Adjusted Property EBITDAR(1) at our Las Vegas Operations at $801.1 million, over 50% greater than the previous record
Achieved record Adjusted Property EBITDAR(1) at Encore Boston Harbor of $243.4 million
Maintained strong gross gaming revenue (“GGR”) market share in Macau in challenged visitation environment | |
| Macau Concession |
Awarded one of six new 10-year gaming concessions in Macau | |
| Pursuing Growth Opportunities |
Entered into a partnership to develop the first integrated gaming resort in the UAE
Announced partnership with Related Companies to develop an integrated resort in Manhattan’s Hudson Yards in New York | |
| Enhanced Financial Flexibility |
Completed a sale-leaseback of the real estate of Encore Boston Harbor to unlock $1.7 billion to fund accretive development opportunities | |
| Operational Excellence |
Awarded 24 Forbes Travel Guide (“FTG”) Five-Star Awards in 2023, the most of any independent hotel company in the world. Wynn Las Vegas and Encore at Wynn Las Vegas remain the largest and the second largest FTG Five-Star resorts in the world, respectively, followed by Wynn Palace as the third largest
Named category leader in FORTUNE’s 2023 World’s Most Admired Companies | |
| Executive Transition |
Seamless transition of new CEO and CFO |
(1) Adjusted Property EBITDAR is a net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, gain on EBH Transaction, net, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on extinguishment of debt, and other non-operating income and expenses. See our Annual Report on Form 10-K for the year ended December 31, 2022 (Item 8, Note 19—“Segment Information” to our Consolidated Financial Statements) for the definition of “Adjusted Property EBITDAR,” a reconciliation of Adjusted Property EBITDAR to net income/loss attributable to Wynn Resorts.
SHAREHOLDER ENGAGEMENT AND RESPONSIVENESS
We value the perspective of our shareholders and believe that shareholder engagement leads to enhanced governance practices.
We recognize that the results of our last two advisory votes on our NEOs’ compensation (“Say-on-Pay” votes) are reflective of not meeting our investors’ expectations as far as our level of engagement and responsiveness to their feedback.
The years for which these Say-on-Pay votes took place (2021 and 2022) represented an unprecedent time for the company, as we dealt with the extended impact of COVID-19 on our operations in Macau, all while managing a CEO and CFO transition.
We are committed to set and meet a best-practice standard for engagement with our investors. We value our investors’ views and fully intend to respond to their feedback when making future decisions about the philosophy, design and components of our executive compensation program. We believe the changes we made, as further described in the table “What We Heard—How We Responded” below demonstrate this commitment.
| // 1 // |
Table of Contents
The table below summarizes the common themes that emerged from our engagement conversations and the Board’s responsive actions:
|
WHAT WE HEARD
|
HOW WE RESPONDED
| |
| A desire for more—and more detailed—responsiveness to Say-on-Pay votes |
Offered engagements to shareholders representing 52% of shares outstanding Engaged on two continents with shareholders representing 49% of shares outstanding At least one Board member attended the meetings with shareholders representing ~35% of shares outstanding 60% of the engagements including a Board member were held in-person We also engaged with both of the leading proxy advisory firms | |
| Long-term incentive (“LTI”) metrics should be 50%+ performance based |
55% of our January 2023 LTI grants are performance based, 45% time based | |
| Add total shareholder return (“TSR”) metric to align LTI awards with shareholder returns |
Added an absolute TSR metric to 2023 LTI performance-based awards | |
| Concern that 1, 2 and 3 year LTI performance periods are overlapping |
Added 3-yr cliff vesting to 2023 LTI awards | |
| Retain a relative measure in LTI awards |
Retained Las Vegas relative Fair Share metrics for 2023 LTI awards | |
| No clawback policy |
Clawback policy adopted ahead of NASDAQ rule being issued | |
| New CEO’s signing grant lacked performance hurdles, base pay higher than some peers |
Internal promotion of CEO a best practice; signing grant aligned pay with external comps particularly for a sought-after executive; CEO total pay below the 25th percentile of peer group | |
| Related vocabulary for short-term incentive (“STI”) and LTI metrics raises questions of double dipping |
Enhanced disclosure showing STI and LTI metrics are distinct and don’t overlap | |
| More clarity on STI metrics and annual performance goal selections |
More clarity provided. Refer to “Compensation discussion and analysis” — “2022 Compensation design & decisions” | |
| Explain any inconsistencies in goals over time |
Improved disclosure on need for temporary adjustments due to pandemic’s exceptional impact, especially in Macau | |
| More clarity on how achievement level of individual STI metrics contributes to overall STI award |
More clarity provided. Refer to “Compensation discussion and analysis” — “2022 Annual incentive payout” | |
| Provide detailed disclosure in new Say-on-Pay table; conflicting views offered on whether detailed footnotes are desirable |
New table in its own section; footnotes provided | |
| Lack of disclosure surrounding transition payments to former CEO |
Filed a DEFA14A on April 25, 2022 clarifying that to ensure a successful CEO transition, the Company entered into a transition agreement with the outgoing CEO which did not include any incremental benefits or compensation, nor vesting of equity, beyond the separation terms in his employment agreement | |
In addition, our Board’s response to our 2022 Say on Pay vote is described in greater depth in “Compensation discussion and analysis” — “Shareholder engagement & response to the 2022 Say-on-Pay vote.”
| 2023 PROXY STATEMENT | // 2 // |
Table of Contents
Governance
WHO WE ARE
DIRECTOR SKILLS AND EXPERIENCE
The table below and the director biographies below highlight the key skills and experiences that our directors have developed through education, direct experience and oversight responsibilities. We believe these collective qualities, skills, experiences and attributes are essential to the Board’s ability to exercise its risk oversight function and to guide us to long-term, sustainable performance. If an individual director is not listed as having a particular attribute, it does not signify a director’s lack of ability to contribute in that specific area. Rather, it is intended to depict notable areas of focus.
|
|
BETSY S.
|
CRAIG S.
|
RICHARD J. BYRNE
|
PATRICIA
|
MARGARET
|
PHILIP G.
|
DARNELL O.
|
WINIFRED M.
| ||||||||||||||||||||||||||||||||
| Gaming or Other Regulated Industry |
X | X | X | X | X | |||||||||||||||||||||||||||||||||||
| Travel, Leisure, Hospitality & Entertainment |
X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||
| Public Company C-Suite |
X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||
| Public Company Board |
X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||
| Finance and Accounting |
X | X* | X | X* | ||||||||||||||||||||||||||||||||||||
| Cybersecurity |
X | X | ||||||||||||||||||||||||||||||||||||||
| International Politics |
X | X | X | |||||||||||||||||||||||||||||||||||||
| Real Estate / Project Construction |
X | X | X | X | X | X | ||||||||||||||||||||||||||||||||||
| ESG |
X | X | X | X | X | |||||||||||||||||||||||||||||||||||
* Denotes those designated as Audit Committee financial experts.
| Board Diversity Matrix (self-identified) (as of March 10, 2023) | ||||
| FEMALE |
MALE | |||
| Total Number of Directors |
9 | |||
| Part I: Gender Identity | ||||
| Directors |
4 |
5 | ||
| Part II: Demographic Background | ||||
| African American or Black |
0 |
1 | ||
| White |
4 |
4 | ||
Board composition
Our Board currently has nine members: Philip Satre, who serves as non-executive Chair of the Board, Betsy Atkins, Craig Billings, our Chief Executive Officer, Richard Byrne, Patricia Mulroy, Margaret Myers, Clark Randt, Jr., Darnell Strom, and Winifred Webb. In addition, Matt Maddox served as a director until his departure on January 31, 2022. In accordance with our Retirement Policy included as part of our Corporate Governance Guidelines, Ambassador Randt will not be standing for re- election and will be retiring as a member of the Board effective at the 2023 Annual Meeting. We thank Ambassador Randt for his many years of dedicated service to the Company.
At the 2023 Annual Meeting, Mr. Byrne, Ms. Mulroy, and Mr. Satre are standing for election to serve on our Board until the 2026 Annual Meeting.
| // 3 // |
Table of Contents
Director biographies Biographical and other information for our directors is provided below.
Betsy S. Atkins Chief Executive Officer and Founder, Baja Corporation
Ms. Atkins has been the Chief Executive Officer of Baja Corporation, an independent venture capital firm focused on technology, renewable energy and life sciences, since 1994. Ms. Atkins currently serves on the Boards of SL Green Realty (since April 2015), Solaredge Technologies, Inc. (since June 2021) and Enovix Corporation (since July 2021).
| PREVIOUS EXPERIENCE – January 2016 to March 2022: Board member, Volvo Car Group
– 2016 to October 2018: Director, Cognizant Technology Solutions
– February 2009 to August 2009: Chair and Chief Executive Officer, Clear Standards (until acquired by SAP)
– 1991 to 1993: Chair and Chief Executive Officer, NCI, Inc.
– 1989 to 1999: Co-founder, Director, Executive Vice President Sales, Marketing, International Operations, Ascend Communications (until acquired by Lucent Technologies)
– Previously served on the boards of Schneider Electric, HD Supply Holdings, Polycom, SunPower, Chico’s FAS, Ciber, Darden Restaurants
– Formerly Chair, Executive Advisory Board, SAP, AG, and Chair, Executive Advisory Board, British Telecom and presidential-appointee to the Pension Benefit Guaranty Corporation advisory committee
EDUCATION Ms. Atkins graduated with a B.A. from the University of Massachusetts.
EXPERTISE Ms. Atkins brings to our Board executive leadership and operational experience in various technology, food & beverage and retail industries, as well as significant public board experience and executive compensation, sustainability and enterprise risk management expertise. | ||||||||||||||||
|
Director Since |
April 2018 |
| ||||||||||||||
|
|
Term Expires |
2024 Annual Meeting |
| |||||||||||||
|
|
Age |
69 |
| |||||||||||||
|
|
Board Committees: |
Compensation (Chair), Nominating and
|
| |||||||||||||
SKILLS AND QUALIFICATIONS
| Gaming or Other Regulated Industry |
Ms. Atkins served as a director of NASDAQ, dealing closely with the Financial Industry Regulatory Authority, Inc., and as a member of the advisory board of the Pension Benefit Guaranty Corporation. | |
| Travel, Leisure, Hospitality & Entertainment |
Ms. Atkins has served as a director of Dardens, an owner and operator of numerous restaurant chains. | |
| Public Company C-Suite |
Ms. Atkins has served as the Chair and CEO of NCI, Inc; Chair and CEO of Clear Standards. | |
| Public Company Board |
Ms. Atkins has served as a director of Cognizent, Darden Restaurants Inc., NASDAQ, Chico’s, SunPower Corporation, Volvo and Schneider Electric. | |
| Cybersecurity |
Ms. Atkins is the CEO and Owner of Baja Corp., an early stage venture capital firm with recent investments in cyber security software and technology. | |
| Real Estate/Project Construction |
Ms. Atkins is a member of the Board of Directors of SL Green Realty Corp., a fully integrated real estate investment trust. | |
| ESG |
Ms. Atkins served as the Chair and Chief Executive Officer of Clear Standards (acquired by SAP), which provided Enterprise Carbon Management Sustainability software to help organizations measure, mitigate, and monetize carbon and other resources; served as a director of SunPower Corporation a renewable energy company; a director of Darden which was then focused on its ESG, community programs and ethnic inclusion programs; director of Volvo focusing on global ESG programs for diversity, inclusion, community engagement and carbon neutrality sustainability. |
| 2023 PROXY STATEMENT | // 4 // |
Table of Contents
Craig S. Billings Chief Executive Officer, Wynn Resorts, Limited
Mr. Billings has served as the Company’s CEO since February 1, 2022, and as President from March 2019 until May 2020 when he became CEO of Wynn Interactive. Mr. Billings joined the Company in March 2017 as Chief Financial Officer until he was selected as CEO. Mr. Billings is also the CEO and an Executive Director of Wynn Macau, Limited, a majority owned subsidiary of the Company. Mr. Billings serves as a Director of Applovin Corporation.
| PREVIOUS EXPERIENCE – 2015 to 2017: Gaming industry independent advisor and investor
– 2012 to 2015: Chief Digital Officer, Strategy & Business Development Managing Director, various roles, Aristocrat Leisure Ltd.
– Previously Vice President in the Investment Banking Division of Goldman Sachs in both New York and London, covering the gaming industry
– Previously audit and assurance manager at Deloitte.
– 2015 to 2018: Director and Non-Executive Chair, NYX Gaming Group
EDUCATION Mr. Billings graduated with a B.S. cum laude in Accounting from the University of Nevada, Las Vegas, and received an M.B.A. from Columbia Business School. Mr. Billings is a Certified Public Accountant.
EXPERTISE Mr. Billings has extensive leadership and innovation experience in the gaming industry, both domestically and internationally, as well as experience in the investment banking and financial services industries. | ||||||||||||||||
|
Director Since |
February 2022 |
| ||||||||||||||
|
|
Term Expires |
2025 Annual Meeting |
| |||||||||||||
|
Age |
50
|
|||||||||||||||
SKILLS AND QUALIFICATIONS
| Gaming or Other Regulated Industry |
Mr. Billings was a Vice President of Investment Banking for Goldman Sachs focusing on financing mergers and acquisitions for the gaming industry; Chief Digital Officer and MD, Strategy and Business Development of Aristocrat, a leading gaming equipment manufacturer and online gaming provider. Mr. Billings also served as non-executive director and Chairman of NYX, a regulated sports betting company. | |
| Travel, Leisure, Hospitality & Entertainment |
In his role as CEO, Mr. Billings leads Wynn Resort’s strategy to develop experiences in culinary arts, sports broadcasts, luxury goods, and unique entertainment premieres. | |
| Public Company C-Suite |
Mr. Billings is the former CFO and current CEO of Wynn Resorts. | |
| Public Company Board |
Mr. Billings serves on the board of and is chair of the audit committee of Applovin, an app technology platform. | |
| Finance or Accounting |
Mr. Billings is the former CFO of Wynn Resorts and has previously served as a Vice President of Investment Banking at Goldman Sachs and an audit and assurance manager at Deloitte. | |
| Real Estate or Project Construction |
Mr. Billings was a member of the executive team that opened Encore Boston Harbor in 2019 and is developing Wynn Marjan. |
| // 5 // |
Table of Contents
Richard J. Byrne CEO, Chair of the Board of Franklin BSP Realty Trust, Inc.
Mr. Byrne is Chair of the Board and CEO of Franklin BSP Realty Trust, Inc., a publicly-traded commercial real estate finance company, which is externally managed by Benefit Street Partners L.L.C., (a wholly owned subsidiary of Franklin Resources, Inc.), where Mr. Byrne has served as president since 2013. In addition to his one public company board chair position, Mr. Byrne serves as CEO and chair of two related non-publicly traded business-development companies regulated by the Investment Company Act of 1940: Franklin BSP Lending Corp. since 2016 and Franklin BSP Capital Corp. since 2020. Mr. Byrne is a member of the board of directors of New York Road Runners and is also the Founder and Chief Executive Officer of KASAI Elite Grappling Championships.
| PREVIOUS EXPERIENCE – 1999 to 2013: Chief Executive Officer, Deutsche Bank Securities, Inc. (2008-2013); Global Co-Head of Capital Markets at Deutsche Bank (2006-2013); member of the Global Banking Executive Committee and the Global Markets Executive Committee (2001-2010)
– 1985 to 1999: Global Co-Head of the Leveraged Finance Group and Global Head of Credit Research at Merrill Lynch & Co.
– Highly-ranked credit research analyst, principally in the gaming, lodging and leisure sector
EDUCATION Mr. Byrne graduated with a B.A. from Binghamton University and a Masters of Business Administration (M.B.A.) from the Kellogg School of Management at Northwestern University.
EXPERTISE Mr. Byrne has extensive high-level experience in the investment banking and financial services industries, adding expertise in corporate finance and substantial knowledge of the public and private capital markets to our Board. Mr. Byrne also has a deep background in the casino resort industry. | ||||||||||||||||||
|
Director Since |
August 2018 |
| ||||||||||||||||
|
|
Term Expires |
2023 Annual Meeting |
| |||||||||||||||
|
|
Age |
62 |
| |||||||||||||||
|
|
Board Committees: |
Audit (Financial Expert) Compensation
|
| |||||||||||||||
SKILLS AND QUALIFICATIONS
| Gaming or Other Regulated Industry |
Each of the entities where Mr. Byrne serves or served in executive capacities are regulated by various state and federal agencies, including the SEC and FINRA. Further, throughout his career with both Merrill Lynch and Deutsche Bank, Mr. Byrne was a top-ranked research analyst in casino gaming. | |
| Public Company C-Suite |
Mr. Byrne was Chief Executive Officer of Deutsche Bank Securities, Inc., from 2008-2013 and was also the global head of capital markets at Deutsche Bank and a member of their global banking and global markets executive committees. Before joining Deutsche Bank, Mr. Byrne was global co-head of the leveraged finance group and global head of credit research at Merrill Lynch. | |
| Public Company Board |
Mr. Byrne is the Chairman of Franklin BSP Realty Trust, Inc. | |
| Finance or Accounting |
Mr. Byrne ran global leveraged finance at Merrill Lynch. He served in many capacities at Deutsche Bank, including global head of capital markets, and ultimately, chief executive officer of Deutsche Bank Securities until 2013. He has been the president of Benefit Street Partners, LLC, an alternative asset management firm, since 2013. | |
| Real Estate or Project Construction |
Franklin BSP Realty Trust, Inc., where Mr. Byrne is CEO and Chair of the Board, is a real estate investment trust that originates, acquires and manages a diversified portfolio of commercial real estate debt secured by properties located in the United States. |
| 2023 PROXY STATEMENT | // 6 // |
Table of Contents
Patricia Mulroy Non-Resident Senior Fellow for Climate Adaptation & Environmental Policy, Practitioner in
Residence, Saltman Center for Conflict Resolution, William S. Boyd School of Law, University of Nevada, Las Vegas
Ms. Mulroy is currently a Non-Resident Senior Fellow for Climate Adaptation and Environmental Policy and Practitioner in Residence at the Saltman Center for Conflict Resolution at the William S. Boyd School of Law at the University of Nevada, Las Vegas, joining them after having served as a Non-Resident Senior Fellow of the Brookings Institute She serves on the Board of Bowman Consulting, Inc. a publicly traded engineering consulting firm. Ms. Mulroy operates a consulting firm representing both corporate and government clients in water matters Ms. Mulroy is a recognized expert in climate related adaptation strategies for both governments and corporations having worked with organizations such as the World Bank in China and with the government of Saudi Arabia on their Project Neon. Ms. Mulroy formerly was a member of the Global Agenda Council on Water of the World Economic Forum and still serves as a Water Advisor to the organization.
| PREVIOUS EXPERIENCE – July 2014 to October 2015: served on the Nevada Gaming Commission
– 1995 to 2014: Nevada’s representative in all interstate, national and international negotiations and matters regarding the Colorado River negotiating numerous groundbreaking interstate agreements and international treaty modifications.
– 1993 to 2014: Chief executive of the Southern Nevada Water Authority
– 1989 to 2014: Chief executive of the Las Vegas Valley Water District
EDUCATION Ms. Mulroy graduated with a B.A. and M.A. from the University of Nevada, Las Vegas and pursued doctoral studies at Stanford University.
EXPERTISE Ms. Mulroy brings more than 30 years of government experience to the Board, serving in numerous leadership roles focusing on Nevada’s public infrastructure. Additionally, Ms. Mulroy’s experience on the Nevada Gaming Commission brings experience and insight into state regulatory and public policy issues impacting the Company’s operations. | ||||||||||||||||||
|
Director Since |
October 2015 |
| ||||||||||||||||
|
|
Term Expires |
2023 Annual Meeting |
| |||||||||||||||
|
|
Age |
70 |
| |||||||||||||||
|
|
Board Committees: |
Audit Nominating and Corporate Governance (Chair) |
| |||||||||||||||
SKILLS AND QUALIFICATIONS
| Gaming or Other Regulated Industry |
Ms. Mulroy served as a member of the Nevada Gaming Commission. | |
| Public Company Board |
Ms. Mulroy serves on the Board of Bowman Consulting, Inc. | |
| International Politics |
Ms. Mulroy served as a member of the Global Agenda Council on Water of the World Economic Forum. | |
| Real Estate or Project Construction |
As the chief executive of the Southern Nevada Water Authority she managed several massive construction projects to protect the Las Vegas community from water shortages and to ensure water infrastructure and treatment facilities were state-of-the-art. | |
| ESG |
Ms. Mulroy is an acknowledged expert in environmental strategies having represented both governments and companies in water matters. She was the chief executive of the Southern Nevada Water Authority which is responsible for all regional water management and facilities serving all of Southern Nevada and its 3 million inhabitants and 42 million annual visitors. |
| // 7 // |
Table of Contents
Margaret J. Myers Senior Advisor to the Governor of California and Director of the Governor’s Office of
Business and Economic Development
Ms. Myers is currently Senior Advisor to the Governor of California and Director of the Governor’s Office of Business and Economic Development. From September 2014 to April 2020, Ms. Myers was Executive Vice President, Worldwide Corporate Communications and Public Affairs for Warner Bros. Entertainment, Inc. (“Warner Bros.”), a broad-based global entertainment company.
| PREVIOUS EXPERIENCE – September 2010 to June 2014: Managing Director, Strategic Communications and Public Affairs Practice, Glover Park Group
– 1994 to 2010: Political analyst, commentator and writer
– January 1993 to December 1994: White House Press Secretary
– Ms. Myers is the author of the 2008 New York Times best-selling book, “Why Women Should Rule the World”
EDUCATION Ms. Myers graduated with a B.S. from Santa Clara University.
EXPERTISE Ms. Myers has extensive experience in both the public and private sectors, as a C-Suite executive, senior government official and board member. She brings to our Board expertise in strategic growth, policy and governance and corporate communications strategies, including media relations, crisis and reputation management, executive communications, corporate responsibility, and philanthropy. | ||||||||||||||||||
|
Director Since |
April 2018 |
| ||||||||||||||||
|
|
Term Expires |
2025 Annual Meeting |
| |||||||||||||||
|
|
Age |
61 |
| |||||||||||||||
|
Board Committees: |
Compensation Nominating and Corporate Governance
|
|||||||||||||||||
SKILLS AND QUALIFICATIONS
| Travel, Leisure, Hospitality & Entertainment |
Ms. Myers served as the Executive Vice President, Worldwide Corporate Communications and Public Affairs for Warner Bros., a broad-based global entertainment company. | |
| Public Company C-Suite |
Ms. Myers served as the Executive Vice President, Worldwide Corporate Communications and Public Affairs for Warner Bros. | |
| International Politics |
Ms. Myers served as the White House Press Secretary for President William J. Clinton, the official spokesperson of the President of the United States. In that position she was responsible for communicating the administration’s positions on foreign and domestic issues to a global audience. She also met regularly with international government officials to help navigate market access and regulatory issues while at Warner Bros. | |
| ESG |
Ms. Myers led corporate responsibility and philanthropy initiatives at Warner Bros. and advised numerous international and domestic clients on meeting their social and governance objectives at the Grover Park Group. |
| 2023 PROXY STATEMENT | // 8 // |
Table of Contents
Clark T. Randt Jr. President, Randt & Co. LLC
Ambassador Randt is currently President of Randt & Co. LLC, which advises firms with interests in China. Ambassador Randt has been a Director of Valmont Industries since February 2009. Ambassador Randt is also a member of the Council on Foreign Relations. Ambassador Randt is a member of the New York State Bar Association, was admitted to the Hong Kong Bar Association, and has over 25 years of experience in cross-border corporate and finance transactions.
| PREVIOUS EXPERIENCE – 2001 to 2009: United States Ambassador to the People’s Republic of China
– Previously, partner at Shearman & Sterling, head of China practice
EDUCATION Ambassador Randt graduated with a B.A. from Yale University, and has a J.D. from the University of Michigan Law School.
EXPERTISE Ambassador Randt’s service as the U.S. Ambassador to the People’s Republic of China and his ongoing expertise regarding China give him a unique perspective on international business and foreign policy issues. Additionally, his fluency in Mandarin Chinese and extensive China experience make him well-suited to meaningfully contribute to the Board’s oversight of the Company’s operations in Macau. | ||||||||||||||||||
|
Director Since |
October 2015 |
| ||||||||||||||||
|
|
Term Expires |
2023 Annual Meeting |
| |||||||||||||||
|
|
Age |
76 |
| |||||||||||||||
|
Board Committees |
Compensation
|
|||||||||||||||||
| // 9 // |
Table of Contents
Philip G. Satre Retired
Mr. Satre has served as the Non-Executive Chair of the Board since November 2018 and joined the Board as Vice-Chair in August 2018. In the not-for-profit sector, Mr. Satre is President Emeritus of the International Center for Responsible Gaming; a Trustee of The National World War II Museum; serves on the Board of the National Automobile Museum - The Harrah Collection in Reno, Nevada; is Co-Founder and Chair of the Kenny Guinn Center for Policy Priorities and served on the Stanford Alumni Association Board of Directors until June 2022.
| PREVIOUS EXPERIENCE – 1980 to 2005: Various roles at Harrah’s Entertainment, Inc. with increasing responsibility, including Vice President, General Counsel and Secretary; President and Chief Executive Officer of its gaming division; culminating in service as CEO and Chair
– Previously served on the boards of Nordstrom, Inc., International Game Technology PLC (“IGT”), NV Energy, Tabcorp Holdings Ltd. (Australia), and Rite Aid Corporation
– Various roles in non-profits, including as Chair of the Guinn Center for Policy Priorities and Emeritus Member of the Stanford University Board of Trustees (2005 to 2010)
EDUCATION Mr. Satre graduated with a B.A. from Stanford University and a J.D. from the University of California, Davis. He attended the M.I.T. Senior Executive Development Program in Fall, 1982.
EXPERTISE Mr. Satre’s prior experience as an executive in our industry brings the Board extensive understanding of the complex financial, regulatory, operational, and strategic challenges we face, while his prior experience as a director across a diversity of industries adds additional expertise in matters of good corporate governance and effective Board oversight. | ||||||||||||||||||
|
Director Since |
August 2018 |
| ||||||||||||||||
|
|
Term Expires |
2023 Annual Meeting |
| |||||||||||||||
|
|
Age |
73 |
| |||||||||||||||
|
Board Committees |
Nominating and Corporate Governance
|
|||||||||||||||||
SKILLS AND QUALIFICATIONS
| Gaming or Other Regulated Industry |
Harrah’s Entertainment, the publicly traded company where Mr. Satre served as the CEO and Chairman of the Board and IGT, a publicly traded gaming equipment manufacturer where he served as non-executive Chair of the Board, are regulated by the SEC and by the gaming regulatory agencies in the 28 jurisdictions in which Harrah’s operated casinos at the time of his retirement and the over 250 jurisdictions in which IGT was licensed to manufacture gaming equipment. | |
| Travel, Leisure, Hospitality & Entertainment |
Mr. Satre was with Harrah’s Entertainment for 25 years, serving ultimately as CEO and Chairman of the Board. | |
| Public Company C-Suite |
Mr. Satre was with Harrah’s Entertainment for 25 years, serving ultimately as CEO and Chairman of the Board. | |
| Public Company Board |
Mr. Satre has served on the boards of Harrah’s Entertainment, IGT, Nordstrom, NV Energy, Rite Aid Corporation and Tabcorp Holdings. | |
| Finance or Accounting |
Mr. Satre led all financing efforts at Harrah’s Entertainment, including the successful acquisitions of numerous companies, all while maintaining a strong balance sheet. Mr. Satre built Harrah’s Entertainment into a Fortune 500 company. | |
| Real Estate or Project Construction |
Mr. Satre led the transformation of Harrah’s Entertainment from a small regional company with four casinos to one with 28 casinos throughout the United States and internationally. |
| 2023 PROXY STATEMENT | // 10 // |
Table of Contents
Darnell O. Strom Partner & Head of Culture and Leadership, UTA
Mr. Strom is a Partner & Head of the Culture and Leadership Division at premiere entertainment agency, United Talent Agency (“UTA”). Mr. Strom represents transformative talent, brands, and organizations across entertainment, media, sports, fashion, the arts, entrepreneurship, politics, and thought leadership.
|
|
PREVIOUS EXPERIENCE – 2012 to 2019: Agent, Creative Artists Agency
– 2010 to 2012: Executive, Creative Artists Agency Foundation
– 2006 to 2010: Deputy Director of Development, William J. Clinton Foundation
– 2005 to 2006: Deputy Director of Scheduling & Advance, Office of President William J. Clinton
EDUCATION Mr. Strom graduated with a B.S. (with honors) from Florida A&M University.
EXPERTISE Mr. Strom’s decades of experience in entertainment, media, and sports, along with the relationships he has established, is a significant benefit to the Board. Mr. Strom brings to our Board significant industry expertise in media, sports, entertainment, music, fashion, the arts, branding and thought leadership. | |||||||||||||||||
|
Director Since |
October 2020 |
| ||||||||||||||||
|
|
Term Expires |
2024 Annual Meeting |
| |||||||||||||||
|
|
Age |
41 |
| |||||||||||||||
|
Board Committees: |
Audit Nominating and Corporate Governance
|
|||||||||||||||||
SKILLS AND QUALIFICATIONS
| Travel, Leisure, Hospitality & Entertainment |
In addition to his representation of transformative talent, over the course of his career, Mr. Strom has advised some of the world’s top luxury, hospitality, and lifestyle brands. Mr. Strom has extensive experience working at the cross-section of entertainment, media, sports, music, fashion, and digital. Mr. Strom has presented at the Aspen Ideas Festival, Sundance Film Festival, Brilliant Minds, Cannes Lion Creativity Festival, and the UN’s Nexus Global Youth Summit. He also served on President Obama’s White House Entertainment Council. | |
| International Politics |
Mr. Strom’s roles in the Office of President William J. Clinton and with the William J. Clinton Foundation provided him with experience working with foreign governments and organizations. | |
| ESG |
In his previous roles at the William J. Clinton Foundation and the Creative Artists Agency Foundation, Mr. Strom strategically advised his clients and non-governmental organizations on a range of issue areas regarding their philanthropy and social initiatives. |
| // 11 // |
Table of Contents
Winifred M. Webb Founder, Kestrel Corporate Advisors
Ms. Webb founded Kestrel Corporate Advisors, an advisory services firm in 2013. Ms. Webb currently serves on the Board of Trustees of AMH (since January 2019), the Boards of AppFolio, Inc. (since December 2019) and ABM Industries (“ABM”) (since 2014).
| PREVIOUS EXPERIENCE – 2010 to 2013: Managing Director, Tennenbaum Capital Partners, now part of BlackRock
– 2008 to 2010: Member of the Corporate Executive team and senior advisor, Ticketmaster
– 1988 to 2008: Various senior corporate positions, including as Senior Vice President of Investor Relations and Shareholder Services, and governance outreach, The Walt Disney Company (“Disney”); Executive Director, The Walt Disney Company Foundation
– Previously held various investment banking positions
– Prior service on the boards of TiVo, Jack in the Box, and nonprofit PetSmart Charities
EDUCATION Ms. Webb graduated with a B.A. (with honors) from Smith College and received her M.B.A. from Harvard University.
EXPERTISE Ms. Webb brings to our Board significant industry expertise in travel and tourism, hospitality, food and beverage, media and entertainment, retailing, real estate and facilities services. Ms. Webb’s experience developing award-winning investor relations, strategic communications, brand-building programs and extensive, public company board service contribute to the Board’s ability to provide creative solutions in strategic planning and board governance. | ||||||||||||||||||
|
Director Since |
April 2018 |
| ||||||||||||||||
|
|
Term Expires |
2025 Annual Meeting |
| |||||||||||||||
|
|
Age |
65 |
| |||||||||||||||
|
|
Board Committees: |
Audit, Chair (Financial Expert)
|
| |||||||||||||||
SKILLS AND QUALIFICATIONS
| Travel, Leisure, Hospitality & Entertainment |
Ms. Webb has over 20 years of experience with Disney, one of the world’s leading entertainment companies. | |
| Public Company C-Suite |
Ms. Webb was a member of the corporate executive teams of TPC Capital Corp, Ticketmaster and Disney. | |
| Public Company Board |
Ms. Webb has served as a director of Tivo and Jack in the Box. She currently serves on the boards of AMH, AppFolio, and ABM. | |
| Finance and Accounting |
Ms. Webb began her career in investment banking. She served as Vice President at PaineWebber in New York and as a Corporate Finance Analyst at Lehman Brothers. Prior to assuming her role in investor relations with Disney, she was engaged in that company’s capital markets, treasury and corporate finance activities. She serves on the Audit Committees of ABM and AppFolio (chair). | |
| Cybersecurity |
Ms. Webb serves as chair of ABM’s Stakeholder & Enterprise Risk committee, responsible for cybersecurity review. Additionally, she serves on AppFolio’s Risk and Compliance Oversight Committee. She holds a National Association of Corporate Directors/Carnegie Mellon Certificate in Cyber-Risk Oversight. | |
| Real Estate/Project Construction |
Ms. Webb is a member of the board of AMH, a real estate investment trust. She is also on the board of facilities services and engineering company, ABM, and of AppFolio which provides property management services. | |
| ESG |
Ms. Webb was Disney’s c-suite executive responsible for governance outreach and was separately the Executive Director of the Walt Disney Company Foundation. She serves on the Nominating and Governance Committees at Appfolio and AMH. She chairs ABM’s Stakeholder & Enterprise Risk committee, responsible for oversight of that company’s ESG efforts. |
| 2023 PROXY STATEMENT | // 12 // |
Table of Contents
Board independence
The Board has affirmatively determined that each director that served during 2022 was, and each current director continues to qualify as an independent director in accordance with Nasdaq’s listing standards, except Mr. Billings, our Chief Executive Officer, and Mr. Maddox, our former Chief Executive Officer. In addition, the Board has determined that each of Messrs. Byrne and Strom, and Ms. Mulroy and Ms. Webb meets the heightened independence requirements for Audit Committee membership as set forth in Rule 10A-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable listing standards of Nasdaq, and that each of Ms. Atkins, Ms. Myers and Mr. Byrne and Ambassador Randt meets the heightened independence requirements for Compensation Committee members set forth in Rule 10C-1 under the Exchange Act and the applicable listing standards of Nasdaq.
WHAT WE ACCOMPLISHED
We are asking for your voting support to continue our leadership, so we want to share some highlights from what we—your board of directors—accomplished and oversaw in 2022:
| - | We undertook all four of the most important responsibilities a board of directors has: |
| - | We managed a CEO transition process, promoting from our deep bench of internal talent—a best practice |
| - | We onboarded a new CFO from the best industry talent |
| - | Informed by valuable input from our investors we updated our compensation plans, including increasing the share of performance grants to 55% and adding an absolute TSR component to our long-term incentive awards beginning in 2023, and |
| - | Continued to look forward and execute on key development projects, improving our existing portfolio assets and developing new ones. |
In addition, we supported management in evaluating and contributing to the Macau concession renewal. Further, we supported management in its effort to develop the first ever integrated resort in the UAE, a part of the world whose importance continues to grow rapidly.
We acted with similar urgency and focus to refine our own practices and contributions, adding critical training programs, examining each of our governance practices with fresh eyes and greatly expanded our shareholder outreach.
Attendance at board, committee and annual shareholder meetings
During 2022, the Board held nine meetings, the Audit Committee held five meetings, the Compensation Committee held five meetings and the Nominating and Corporate Governance Committee held four meetings. Directors are expected to attend the annual meeting of shareholders and all or substantially all of the Board meetings and meetings of committees on which they serve. For the annual meeting held on May 5, 2022, all directors then in office attended such meeting and during 2022 each director attended at least 90% of the meetings of the Board during such director’s tenure and the total number of meetings held by any of the committees of the Board on which the director served.
HOW WE GOVERN AND ARE GOVERNED
Our Board considers carefully which of its functions should be delegated to committees and which are better suited for the full Board. We also consider carefully which directors serve on, and chair, each committee, and how reporting between the public committees, the Board, the Board Chair, and management should take place.
| // 13 // |
Table of Contents
As the expectations placed on company boards continue to grow, the Nominating and Governance Committee periodically assesses this structure, including monitoring the function of the committees through the annual self-evaluation process, when and whether new committees or sub-committees are needed and how the committee’s reporting mechanisms to the Board are operating in practice.
Committees of the board
The Board of Directors has three standing committees, each comprised solely of independent directors: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The charters for these committees are available on our website at http://www.wynnresorts.com under the heading “Corporate Governance” on the Company Information page.
| DIRECTOR |
INDEPENDENT DIRECTOR |
AUDIT COMMITTEE |
COMPENSATION COMMITTEE |
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | ||||||||||||||||
| Betsy S. Atkins |
• |
|
C | • | ||||||||||||||||
| Richard J. Byrne |
• | F | • |
| ||||||||||||||||
| Patricia Mulroy |
• | • |
|
C | ||||||||||||||||
| Margaret J. Myers |
• |
|
• | • | ||||||||||||||||
| Clark T. Randt, Jr. (1) |
• |
|
• |
| ||||||||||||||||
| Philip G. Satre |
• |
|
|
• | ||||||||||||||||
| Darnell O. Strom |
• | • |
|
• | ||||||||||||||||
| Winifred M. Webb |
• | C,F |
|
| ||||||||||||||||
| Committee Meetings in 2022 |
|
5 | 5 | 4 | ||||||||||||||||
C Chair; F Financial Expert within the meaning of SEC regulations;
(1) Ambassador Randt will not stand for re-election at the expiration of his term at the Company’s 2023 Annual Meeting.
AUDIT COMMITTEE
At each regular meeting, the Audit Committee meets in executive session with the Company’s independent auditors, General Counsel, Chief Audit Executive, Chief Financial Officer, and Chief Global Compliance Officer to discuss accounting principles, financial and accounting controls, the scope of the annual audit, internal controls, regulatory compliance, and other matters. The independent auditors have complete access to the Audit Committee without management present to discuss the results of their audits and their opinions on the adequacy of internal controls, quality of financial reporting, and other accounting and auditing matters.
KEY RESPONSIBILITIES
| - | Appointing, retaining, overseeing, and approving the compensation of the independent auditors |
| - | Reviewing and discussing with the independent auditors and management the Company’s earnings releases and quarterly and annual reports to be filed with the SEC |
| - | Reviewing the adequacy, effectiveness, scope, and results of the Company’s internal auditing procedures and practices |
| - | Overseeing the Company’s legal and regulatory compliance programs (in conjunction with the independent Compliance Committee) and its policies and procedures for monitoring compliance as they relate to the Company’s financial statements |
| - | Meeting periodically with management to review the Company’s major risk exposures and the steps management has taken to monitor and control such exposures |
| - | Reviewing and approving the Company’s decision to enter into certain swaps and other derivative transactions |
| 2023 PROXY STATEMENT | // 14 // |
Table of Contents
COMPENSATION COMMITTEE
The Compensation Committee sets all elements of compensation for our named executive officers (“NEOs”) based upon consideration of our NEO’s contributions to the development and operating performance of the Company, and is primarily responsible for monitoring risks relating to the Company’s compensation policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company.
The Compensation Committee considers the recommendations of the CEO in establishing compensation for all NEOs, other than the CEO. In addition, the Compensation Committee oversees the CEO’s annual evaluation of our senior management and considers such evaluations when determining the compensation for members of our senior management.
The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist it in the evaluation of executive officer and employee compensation and benefit programs. In 2022, the Compensation Committee retained Radford, a unit of Aon plc’s Human Capital Solutions (“Radford”), a nationally recognized independent compensation consulting firm, to assist in performing its duties. Radford does not provide services to the Company other than the advice on director and executive compensation that it may provide the Compensation Committee when requested. In 2022, Radford provided the Compensation Committee with a peer group review and competitive compensation analysis, in connection with the Compensation Committee’s review of compensation levels of our NEOs. The Compensation Committee retains sole responsibility for engaging advisors and meets with advisors, as needed, in the Compensation Committee’s sole discretion. Each of the members of the Compensation Committee brings a wealth of experience from their public and private board experience and their respective executive roles, which helps the Committee oversee the design and practice of linking executive compensation to company performance.
KEY RESPONSIBILITIES
| - | Reviewing the goals and objectives of the Company’s executive compensation plans, and amend or recommend that the Board a amend an existing plan or adopt a new plan, as appropriate |
| - | Assessing the Company’s most recent advisory vote on executive compensation |
| - | Appointing advisors retained by the Committee and assessing any potential conflicts of interest, overseeing and approving the compensation of any advisors the Committee retains |
| - | Annually evaluating the performance of the CEO, overseeing the evaluation of performance of senior management and the other officers of the Company, and setting compensation for the CEO, other NEOs, and other members of senior management |
| - | Reviewing and approving equity awards and supervising administrative functions pursuant to the Company’s equity plans |
| - | Reviewing and approving compensation arrangements for officers and other key employees in accordance with policies adopted by the Committee from time to time |
| - | Reviewing and recommending to the full Board the type and amount of compensation for Board and Committee service by non-management members of the Board |
| - | Reviewing and discussing with management the Compensation Discussion and Analysis and related disclosures in the Company’s Proxy Statement |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are appointed by the Board each year. The members of the Compensation Committee who served in 2022 were Ms. Atkins, Mr. Byrne, Ms. Myers and Ambassador Randt. No member of the Compensation Committee is, or was, one of our officers or employees. No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.
| // 15 // |
Table of Contents
Nominating and corporate governance committee
The Nominating and Corporate Governance Committee seeks to have the Board represent a diversity of backgrounds and experiences and assesses potential nominees in light of the Board’s current size and composition.
The Nominating and Corporate Governance Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and have a reputation for honest and ethical conduct in both personal and professional activities. The Nominating and Corporate Governance Committee may, from time to time, develop and recommend additional criteria for identifying and evaluating director candidates, including those recommended for consideration by Company shareholders. In addition, the Nominating and Corporate Governance Committee examines a candidate’s other commitments, potential conflicts of interest, and independence from management and the Company. The Nominating and Corporate Governance Committee and Board believe that differences of viewpoint, professional experience, individual characteristics, personal background, qualities, skills, qualifications, gender, ethnicity, and race help generate varying perspectives and that those varying perspectives are important to the effectiveness of the Board’s oversight of the Company. The Nominating and Corporate Governance Committee proactively considers diversity by annually reviewing with the Board the Board’s composition as a whole and recommending, if appropriate, measures to be taken so that the Board reflects the appropriate balance of knowledge, depth, diversity of backgrounds and experience, and the skills and expertise required for the Board as a whole. The Nominating and Corporate Governance Committee assesses the effectiveness of this policy by periodically reviewing the Board membership criteria with the Board. This assessment enables the Board to update the skills and experience it seeks in the Board as a whole and in individual directors, as the Company’s needs evolve and change over time.
The Company’s Corporate Governance Guidelines sets forth the Company’s policy requiring the inclusion of candidates with diversity of race, ethnicity, and gender when evaluating new candidates for the Board. Additionally, we have established a goal of 50% diversity among Board members, which we have exceeded since 2020.
The Nominating and Corporate Governance Committee is responsible for conducting the annual Board self-evaluation process. The Board conducts a three-part evaluation process coordinated by the General Counsel. Each Board member participated in an evaluation of the full Board, each of the Committees on which he or she serves, and individual Board member performance. A summary report of the results was prepared by the General Counsel and presented to the full Board and to each Committee. The Board uses the results in preparing action items as necessary.
KEY RESPONSIBILITIES
| - | Identifying, evaluating and recommending qualified director candidates, including candidates recommended by shareholders, directors, or management |
| - | Assessing the qualifications, attributes, skills, experience, diversity and independence of Board members, taking into account appropriate considerations such as the Company’s current and planned business, current and potential composition considerations, any planned director refreshments, and the qualifications required of directors under the gaming laws of jurisdictions where the Company operates |
| - | Reviewing the composition of the Board and its committees and recommending, as appropriate, measures to be taken for Board refreshment and Board succession planning |
| - | Reviewing and making recommendations regarding the Board’s leadership structure |
| - | Overseeing corporate governance matters generally, including the corporate governance guidelines, and annually reviewing and recommending any changes to the Board , as appropriate |
| - | Overseeing and, as it determines appropriate, designating directors to participate in the Company’s engagement with shareholders |
| - | Overseeing the annual evaluation of the Board and its standing committees |
| 2023 PROXY STATEMENT | // 16 // |
Table of Contents
CONSIDERATION OF CANDIDATES RECOMMENDED BY SHAREHOLDERS
Our Nominating and Corporate Governance Committee is pleased to consider director candidates recommended by shareholders. In considering such candidates, the Nominating and Corporate Governance Committee will take into consideration the Board’s current size and composition; the needs of the Board, including the skills and experience of existing directors; and the qualifications of the candidate. To have a candidate considered by the Nominating and Corporate Governance Committee, a shareholder must comply with the provisions of the Company’s Ninth Amended and Restated Bylaws (the “Bylaws”) and be sent to the Company’s Secretary at Wynn Resorts, Limited, c/o Secretary at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109.
If the Nominating and Corporate Governance Committee pursues consideration of a person identified as a potential candidate, the Nominating and Corporate Governance Committee may take any or all of the following steps: collect and review publicly available information regarding the candidate, contact and request information from the candidate, verify the candidate’s credentials, conduct one or more interviews with the candidate and contact one or more references provided by the candidate or other persons who may have greater first-hand knowledge of the candidate’s accomplishments. The Nominating and Corporate Governance Committee’s evaluation process takes into account the candidate’s accomplishments and qualifications, including in comparison to any other candidates that the Nominating and Corporate Governance Committee might be considering, and does not vary based on whether a candidate has been recommended by a shareholder.
Board leadership
On at least an annual basis, our Board assesses its leadership structure, including the appointment of the Chair of the Board. The Chair of the Board is annually elected by a majority of the members of the Board. Our Corporate Governance Guidelines requires that our Chair be an independent, non-executive member of the Board. We believe the separation of the Chair and the Chief Executive Officer clarifies the individual roles and responsibilities of the Chief Executive Officer, streamlines decision-making and enhances accountability. Our Chief Executive Officer, Mr. Billings, serves as a member of the Board, and Mr. Satre has served as our non-executive Chair of the Board since 2018. This separation in roles allows Mr. Billings to focus on the management of the Company, day-to-day operations and engagement with external stakeholders. Mr. Satre, as an independent member of the Board, focuses his attention on the broad strategic issues considered by the Board leveraging his strong public company and gaming background to provide strategic guidance and effective oversight of management and engaging with the Chief Executive Officer between Board meetings.
Board role in risk oversight
The Board’s goals are to build value for the Company’s shareholders and to promote the vitality and sustainability of the Company for its customers, employees, communities in which it does business, our planet, and the other individuals and organizations that share interests with us.
To achieve these goals, the Board monitors the performance of the Company (in relation to its goals, strategy, risks and competitors); reviews the Company’s compliance efforts; and, through the Compensation Committee, evaluates and addresses the performance of management, including the Chief Executive Officer.
The Board has an active role in overseeing the Company’s areas of risk.
| - | The Board and its Committees, in consultation with management and the Company’s independent auditors, regularly review the Company’s risk profile and have identified specific areas of risk including: regulatory compliance; legal and human resource matters; legislative and political conditions; capital availability and liquidity; gaming credit extension and collection; cybersecurity, including protection of customer and employee data; construction; catastrophic events; and succession planning. |
| - | As part of its program of regular oversight, the Board is responsible for overseeing cybersecurity risk and information security. The Board receives regular reports from the Company’s Chief Information Security Officer on the Company’s cybersecurity risk profile and enterprise cybersecurity programs and from the Chief Data Privacy Officer on data privacy programs. |
| // 17 // |
Table of Contents
| - | The Board assesses risks to the Company’s long-term strategic objectives, including threats related to our people, our communities and our planet (including climate change). The Company addresses these risks through our environmental, social and governance (ESG) initiatives. |
| - | The Board (as a whole and through its Committees) has reviewed and approved management’s process for identifying, managing and mitigating these risks. While the full Board has overall responsibility for risk oversight, the Board has assigned certain areas of risk oversight to its Committees as well as to the Company’s Compliance Committee. |
| - | Throughout the year, the Board, its Committees and the Company’s Compliance Committee receive reports from management that include information regarding major risks and exposures facing the Company and the steps management has taken to monitor and control such risks and exposures. The Board maintains a process to allow for direct communication of risks and issues from employees to the Board of Directors. |
| - | In addition, throughout the year, the Board, its Committees and the Company’s Compliance Committee dedicate a portion of their meetings to review and discuss specific risk topics in greater detail. |
| - | The Audit Committee is primarily responsible for the oversight of credit, related party, information security, construction and general financial risks, as well as monitoring the independence of our independent registered public accounting firm, the adequacy of our risk-related internal controls including our internal controls over financial reporting, and legal and compliance matters that may have a material impact on the Company’s financial statements. |
| - | The Company’s Compliance Committee primarily oversees risks relating to regulatory, workplace conduct and security, and political compliance. |
| - | For the 2022 fiscal year, management completed a review of the Company’s compensation policies and practices and presented its analysis to the Compensation Committee. The Compensation Committee concurred with management’s conclusion that such policies and practices do not present risks that are reasonably likely to have a material adverse effect on the Company. |
COMPLIANCE COMMITTEE
The Company maintains a Compliance Program that features a completely independent Compliance Committee comprised of individuals with extensive familiarity with law enforcement, regulated businesses, ethics, and/or gaming compliance who are not otherwise affiliated with the Company, to oversee and promote the Company’s compliance and to ensure that the Company meets the Company’s strict policy to conduct business at the highest levels of honesty and integrity: Thomas Peterman, former Senior Vice President and Chief Compliance Officer for MGM Resorts International (Chair); Michelle Chatigny, former Vice President, Global Regulatory and Product Compliance for International Game Technology; Edward Davis, former Commissioner of the Boston Police Department; and Alison A. Quirk, former Executive Vice President and Chief Human Resources and Citizenship Officer at State Street Corporation. Chair Satre and Ms. Mulroy serve as ex officio members of the Committee and representatives of the Board. Ms. Webb also attends the meetings of the Compliance Committee. The Compliance Program is subject to review and approval of the Nevada Gaming Control Board and the Massachusetts Gaming Commission.
Prohibition on hedging and pledging transactions
Pursuant to the Company’s Trading Policy, our directors and executive officers are prohibited from engaging in speculative transactions in the Company’s securities, such as trading in puts and calls, or selling securities short, and from all hedging and prospective pledging of Company securities as collateral for any loan, including holding securities in a margin account and obtaining a loan or other margin credit under such account, unless approved in advance by the Board.
| 2023 PROXY STATEMENT | // 18 // |
Table of Contents
HOW YOU CAN COMMUNICATE WITH US AND HOW WE COMMUNICATE WITH YOU
We know that the caliber of our decision making as a Board is highly influenced by the sources, caliber and timeliness of the information we seek and receive to inform our deliberations. We therefore cast a wide net for input from management, employees, customers, thought leaders, competitors and potential disrupters, thought leaders, regulators, lenders and insurers and, perhaps most critically, from investors: those of you who have a financial stake in us have every reason to collect and share insights essential to our operations and resilience.
Because investor input is so critical to our functioning and accountability, we maintain a number of ways for you, as shareholders, to provide it to us as a Board, to individual directors or to management:
| - | You can attend our annual meeting: this event is your day and we encourage you to join us, and |
| - | You can write to us, as a Board, a board committee or an individual director by sending a letter to: Wynn Resorts, Limited, c/o Secretary, 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109. All communications received will be opened by the office of our General Counsel for the purpose of assessing the nature of the communications. With the exception of advertising, promotions of a product or service, and patently offensive material, communications will be forwarded promptly to the addressee. In the case of communications addressed to more than one director, the General Counsel’s office will make sure each addressee receives the communication, which may be done by e-mail. |
HOW WE ARE PAID
For the 2022 Board service year that began with the Annual Meeting in May 2022, non-employee directors of the Company received fees for service on the Board and Committees as follows:
|
Board Service |
- Member annual fee of $100,000 - Chair annual fee of $200,000 - Grant of restricted stock equal in value to $250,000 that vests 100% on the first anniversary of the grant date (1) | |
|
Audit Committee Service |
- Member monthly fee of $1,250 - Chair monthly fee of $3,000 | |
|
Compensation Committee Service |
- Member monthly fee of $1,000 - Chair monthly fee of $2,000 | |
|
Nominating and Corporate Governance Committee Service |
- Member monthly fee of $1,000 - Chair monthly fee of $2,000 | |
(1) Amount and vesting period determined annually at a meeting of the Board.
In response to continued restrictions on travelling to Macau resulting from the COVID-19 pandemic and the financial impact on the Company, certain non-employee directors elected to receive stock in lieu of all or a portion of the annual fee for their Board service. These amounts are annotated in the table below.
In addition to the fees set forth in the table above, ex officio members of the Compliance Committee receive an annual retainer of $75,000, and the Chair of the Audit Committee receives an attendance fee of $1,500 or $2,500 for telephonic and in-person meetings of the Compliance Committee, respectively. All non-employee directors are provided complimentary room, food and beverage privileges at our properties and are reimbursed for any other out-of-pocket expenses related to their attendance at Board or Committee meetings or other corporate events. Non-employee directors from time to time may receive other benefits and as is discussed in the table below under “All Other Compensation,” if applicable. The Company does not provide non-equity incentive plan awards or deferred compensation or retirement plans for non-employee directors.
For the 2022 period prior to the Annual Meeting in May 2022, Board compensation consisted of a monthly member fee of $5,000 and a $1,500 meeting fee for each Board or Committee meeting he or she attended instead of the $100,000 annual fee. Monthly Committee service fees were consistent between the period prior to and post the 2022 Annual Meeting, except for the Audit Committee chair role, which increased to $3,000 per month from $2,500 per month.
| // 19 // |
Table of Contents
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
The table below summarizes the total compensation awarded to, earned by or paid to each of the non-employee directors for the fiscal year ended December 31, 2022. Messrs. Billings and Maddox received no compensation for their service as a director and, therefore, are not included in this table.
| NAME |
FEES EARNED OR PAID IN CASH($) (1) |
STOCK AWARDS($) (2) |
OPTION ($) (3) |
ALL OTHER ($) |
TOTAL($) | ||||||||||||||||||||
| Betsy S. Atkins |
$ | 139,667 | $ | 250,013 | $ | - | $ | - | $ | 389,680 | |||||||||||||||
| Richard J. Byrne |
$ | 124,167 | $ | 249,989 | $ | - | $ | - | $ | 374,156 | |||||||||||||||
| Patricia Mulroy |
$ | 213,667 | $ | 249,989 | $ | - | $ | - | $ | 463,656 | |||||||||||||||
| Margaret J. Myers |
$ | 119,667 | $ | 249,989 | $ | - | $ | - | $ | 369,656 | |||||||||||||||
| Clark T. Randt, Jr. |
$ | 104,667 | $ | 249,989 | $ | - | $ | - | $ | 354,656 | |||||||||||||||
| Philip G. Satre |
$ | 279,666 | $ | 249,977 | $ | - | $ | - | $ | 529,643 | |||||||||||||||
| Darnell O. Strom |
$ | 122,667 | $ | 250,003 | $ | - | $ | - | $ | 372,670 | |||||||||||||||
| Winifred M. Webb |
$ | 144,667 | $ | 250,013 | $ | - | $ | - | $ | 394,680 | |||||||||||||||
| Jay L. Johnson (4) |
$ | 42,000 | $ | (81,910 | ) | $ | - | $ | - | $ | (39,910 | ) | |||||||||||||
(1) The amounts set forth in this column reflects each non-employee director’s total annual fees, inclusive of their respective total annual retainer fees. On May 11, 2022, as a measure to preserve liquidity due to the ongoing financial effects of pandemic related travel restrictions to and from Macau, Ms. Atkins, Ms. Webb, and Mr. Satre each elected to receive 100% of the remainder of their respective annual retainer fees in the form of a restricted stock award, and Mr. Strom elected to receive 33% of the remainder of his respective annual retainer fee in the form of a restricted stock award all of which vest on December 31, 2022. The full annual fees for each such non-employee director, including restricted stock granted in lieu of cash, are reflected above in the Fees Earned or Paid in Cash column, and such restricted stock components are computed in accordance with FASB ASC Topic 718, except for a de minimis incremental amount equal to $24, $(12), 14, and $24 for Ms. Atkins, Mr. Satre, Mr. Strom, and Ms. Webb, respectively, which is included in the “Stock Awards” column above. The number of shares each non-employee director was granted was determined based on each of their respective annual retainer fees for the remainder of 2022 and the closing stock price on May 11, 2022, which was $58.85.
(2) The amounts set forth in this column reflect the aggregate grant date fair value of 3,474 restricted stock awards granted to each director on May 5, 2022, as computed in accordance with FASB ASC Topic 718, except for Mr. Johnson. The aggregate number of unvested stock awards held by each director at December 31, 2022, is as follows: Ms. Atkins, Mr. Byrne, Ms. Mulroy, Ms. Myers, Ambassador Randt, Mr. Satre and Ms. Webb, 3,916 each; and Mr. Strom, 3,474. The amount set forth in this column for Mr. Johnson includes the effect of the revaluing of his unvested award balances of 1,212 restricted stock at the time of the accelerated vesting of such awards in connection with his retirement from the Board.
(3) The aggregate number of outstanding option awards held by each director at December 31, 2022, is as follows: Ambassador Randt 7,000 vested; and Ms. Mulroy 6,700 vested.
(4) Mr. Johnson retired from the board effective at the 2022 annual meeting on May 5, 2022.
| 2023 PROXY STATEMENT | // 20 // |
Table of Contents
Table of Contents
Our company
WHO WE ARE
We are a US-based global company whose over 27,000 highly diverse employees in the United States and Macau provide the experiences that place all of our global entertainment properties at the top of the most respected rankings, which in turn, support our brand, our stability, and our ability to create value for all our stakeholders.
Although we are required by law to feature in this proxy statement the members of our Board of Directors and executive team, we want to tell you about all of us, because we are acutely aware that it is our five-star employees who create five-star experiences.
So here are some quick facts about us as a team:
| - | We provide approximately 22,000 full time jobs across all our properties. |
| - | 100% of our full-time employee position come with benefits—many of them industry leading. |
| - | 48% of our employees are diverse by gender. |
| - | We retain our employees longer than our industry’s average. Approximately 16% of our Wynn Las Vegas employees have been with us since we opened that property in 2005. |
We offer exclusive educational opportunities so our employees may advance their careers. We signal to employees how much we value internal opportunities by trying to promote from within wherever we can: that includes the promotion of our new CEO.
When we talk about who we are, we are not only thinking about our employees and executives—we touch lives more broadly than that. We seek opportunities to enrich our communities and advance responsible initiatives in several areas such as executing a comprehensive human trafficking prevention program with industry-leading partnerships and local organizations. We believe in hiring and training a local workforce to create strong and engaged communities surrounding our properties. We are recognized for building award-winning community volunteer and donation programs, including matching dollar-for-dollar charitable donations of up to $75,000 per employee, the highest match offered in the industry. We continuously expand diversity and inclusion programs across our operations, earning recognition as one of the top companies in our sector for doing so.
HOW WE DO IT—OUR PEOPLE AND OUR PROPERITES
We purposefully speak first about our people- our employees are everyday creators of unforgettable experiences, which our customers return for. They are also the ones who identify, design, build, maintain, and create ‘magic’ at our resorts. These resorts allow us to demonstrate that “five-star” describes our ability to surprise and delight customers while respectfully stewarding our planet and driving financial efficiency for our investors. To that end, we have committed to three aggressive corporate sustainability goals that guide our company growth and address the global threat of climate change:
| - | Net-Zero by 2050: To reduce or offset all carbon dioxide (CO2) produced by our operations no later than 2050. |
| - | CO2 Peak by 2030: To stop and reverse year-over-year growth of operational CO2 emissions by 2030. |
| - | 50% Renewable Energy by 2030: To increase the renewable energy Wynn produces or procures to 50%+ of total consumption by 2030. |
To meet these goals, we have made significant investments in clean and renewable energy projects, expanded our integration of smart water technologies to reduce consumptive water use, developed zero-waste convention programs and continue to design and build our resorts to the best-in-class green building standards.
For more information on our environmental and social efforts see our annual Environmental, Social, and Governance Reports at http://wynnresponsibility.com
| 2023 PROXY STATEMENT | // 22 // |
Table of Contents
EXECUTIVE OFFICERS
Our Executive Officers as of March 10, 2023, are:
| NAME |
AGE | POSITION | ||
| Craig S. Billings |
50 | Director and Chief Executive Officer | ||
| Julie Cameron-Doe |
53 | Chief Financial Officer | ||
| Ellen F. Whittemore |
66 | Executive Vice President, General Counsel and Secretary | ||
NON-DIRECTOR EXECUTIVE OFFICERS
Julie Cameron-Doe Chief Financial Officer
Ms. Cameron-Doe is the Company’s Chief Financial Officer, a position she has held since April 2022.
| PREVIOUS EXPERIENCE - 2018 to 2022: CFO of Aristocrat Leisure Ltd, the world’s leading gaming manufacturer, listed on the Australian Stock Exchange
- 2013-2018: Group General Manager—Finance at Aristocrat, where she was responsible for group finance including planning, reporting, financial control, tax, treasury, M&A, risk & internal audit
- Previously senior finance lead for entertainment and ecommerce companies in the United Kingdom and Australia
EDUCATION Ms. Cameron-Doe graduated with a B.A. (Economics) from the University of Durham in the United Kingdom. She is a Fellow Chartered Accountant. | ||||||||
|
Joined Wynn |
April 2022 |
|||||||
|
Age
|
53 |
|||||||
Ellen F. Whittemore Executive Vice President, General Counsel and Secretary
Ms. Whittemore is the Company’s Executive Vice President, General Counsel and Secretary, a position she has held since July 2018. In December 2022, Ms. Whittemore was appointed as a Non-Executive Director of Wynn Macau, Limited, a majority owned subsidiary of the Company.
| PREVIOUS EXPERIENCE - 2016 to 2018: Shareholder of Brownstein Hyatt Farber Schreck LLP
- 2014 to 2016: Sole manager of the Whittemore Gaming Group, LLC
- Previously owner and President of Las Vegas Sports Consultants, a sports information service for Nevada sports pools
- Previously with the law firm Lionel Sawyer & Collins for more than 20 years
EDUCATION Ms. Whittemore graduated with a B.A. from the University of Nevada, Reno and received her J.D. from the University of San Diego School of Law. She is admitted to practice before the United States Supreme Court. | ||||||||
|
Joined Wynn |
July 2018 |
|||||||
|
Age
|
66 |
|||||||
| // 23 // |
Table of Contents
Table of Contents
We believe Wynn Resorts is the world’s preeminent designer, developer, and operator of integrated resorts. The Company’s business model integrates luxury hotel rooms, high-end retail, an array of dining and entertainment options, meeting space, and gaming, all supported by superior levels of customer service provided by our approximately 27,000 employees. Our operations in Las Vegas, Macau and Boston are designed to attract a wide range of domestic and international customers.
The Compensation Committee relies on practices that are designed to incentivize and reward executives and all employees for actions that create long-term shareholder value. As a result, our executive compensation practices promote accountability for performance and align incentives with long-term shareholder value. In addition, the Compensation Committee has designed our executive compensation program to attract and retain the best-in-class talent across our business. In this compensation discussion and analysis, or CD&A, we describe our philosophy and approach to executive compensation.
FOR FISCAL 2022, OUR NEOs WERE:
| NAME |
TITLE | |||
| Craig S. Billings |
|
Chief Executive Officer | ||
| Julie Cameron-Doe |
|
Chief Financial Officer | ||
| Ellen F. Whittemore |
|
Executive Vice President, General Counsel and Secretary | ||
| Matt Maddox |
|
Former Chief Executive Officer (through January 31, 2022) | ||
SHAREHOLDER ENGAGEMENT & RESPONSE TO THE 2022 SAY-ON-PAY VOTE
We recognize that the results of our last two advisory votes on our NEOs’ compensation (“Say-on-Pay” votes) are reflective of not meeting our investors’ expectations as far as our level of engagement and responsiveness to their feedback.
The years for which these Say-on-Pay votes took place (2021 and 2022) represented an unprecedent time for the company, as we dealt with the extended impact of COVID-19 on our operations in Macau, all while managing a CEO and CFO transition.
We are committed to set and meet a best-practice standard for engagement with our investors. We value our investors’ views and fully intend to respond to their feedback when making future decisions about the philosophy, design and components of our executive compensation program. We believe the changes we made, as further described in the table “What We Heard—How We Responded” below demonstrate this commitment.
| // 25 // |
Table of Contents
ROBUST OUTREACH AND ENGAGEMENT
We value the perspective of our shareholders and believe that shareholder engagement leads to enhanced governance practices.
This past year we undertook a significant outreach program in response to our 2022 Say-on-Pay vote. Following the vote we reached out to shareholders that held approximately 52% of outstanding shares (“O/S”) and engaged with shareholders that held 49% of O/S. We also engaged with both of the leading proxy advisory firms.
Participating in this effort on behalf of the Company was our CFO along with an independent Board director and member of our Compensation Committee. The feedback received was then shared and discussed with the Compensation Committee and the Board.
During these discussions we invited shareholders to share any feedback as well as ask questions on areas of focus from their perspective. We shared an overview of our business, performance and the impact of the pandemic, particularly with respect to Macau which is heavily dependent on visitation from China. We also reviewed our compensation program and compensation decisions leading up to the 2022 Annual General Meeting which included a leadership transition, with the departure of Matt Maddox as CEO on January 31, 2022, the promotion of the then CFO Craig Billings to CEO and the appointment of Julie Cameron-Doe as CFO. These discussions touched on a broad set of topics including executive compensation; culture; Diversity, Equity and Inclusion; talent and retention; other ESG topics; corporate governance matters and the pandemic.
| 2023 PROXY STATEMENT | // 26 // |
Table of Contents
The Board conducted an in-depth review of the shareholder feedback to develop an appropriate response to the 2022 Say-on-Pay vote, evaluating actions both in terms of potential changes to compensation practices and disclosure, as described in the table below:
| WHAT WE HEARD | HOW WE RESPONDED | |
| A desire for more—and more detailed—responsiveness to Say-on-Pay votes |
Offered engagements to shareholders representing 52% of shares outstanding
Engaged on two continents with shareholders representing 49% of shares outstanding
At least one Board member attended the meetings with shareholders representing ~35% of shares outstanding
60% of the engagements including a Board member were held in-person
We also engaged with both of the leading proxy advisory firms | |
| LTI metrics should be 50%+ performance based |
55% of our January 2023 LTI grants are performance based, 45% time based | |
| Add TSR metric to align LTI awards with shareholder returns |
Added an absolute TSR metric to 2023 LTI performance-based awards | |
| Concern that 1, 2 and 3 year LTI performance periods are overlapping |
Added 3-yr cliff vesting to 2023 LTI awards | |
| Retain a relative measure in LTI awards |
Retained Las Vegas relative Fair Share metrics for 2023 LTI awards | |
| No clawback policy |
Clawback policy adopted ahead of NASDAQ rule being issued | |
| New CEO’s signing grant lacked performance hurdles, base pay higher than some peers |
Internal promotion of CEO a best practice; signing grant aligned pay with external comps particularly for a sought-after executive; CEO total pay below the 25th percentile of peer group | |
| Related vocabulary for STI and LTI metrics raises questions of double dipping |
Enhanced disclosure showing STI and LTI metrics are distinct and don’t overlap | |
| More clarity on STI metrics and annual performance goal selections |
More clarity provided. Refer to “Compensation discussion and analysis” — “2022 Compensation design & decisions” | |
| Explain any inconsistencies in goals over time |
Improved disclosure on need for temporary adjustments due to pandemic’s exceptional impact, especially in Macau | |
| More clarity on how achievement level of individual STI metrics contributes to overall STI award |
More clarity provided. Refer to “Compensation discussion and analysis” — “2022 Annual incentive payout” | |
| Provide detailed disclosure in new Say-on-Pay table; conflicting views offered on whether detailed footnotes are desirable |
New table in its own section; footnotes provided | |
| Lack of disclosure surrounding transition payments to former CEO |
Filed a DEFA14A on April 25, 2022 clarifying that to ensure a successful CEO transition, the Company entered into a transition agreement with the outgoing CEO which did not include any incremental benefits or compensation, nor vesting of equity, beyond the separation terms in his employment agreement | |
| // 27 // |
Table of Contents
Overview of our executive compensation program
RIGOROUS DESIGN, ACCOUNTABILITY AND ALIGNMENT
| - | Annual and long-term incentive compensation remains aligned with long-term shareholder value creation |
| - | The Compensation Committee set rigorous metrics for 2022 annual incentives with Adjusted Property EBITDAR records at both Wynn Las Vegas and Encore Boston Harbor needing to be achieved to pay out at target among other short-term performance goals |
| - | The annual incentive, based on pre-set goals, is paid out 50% in equity (subject to NEO holding requirements) |
| - | The Board adopted a clawback policy in anticipation of final NASDAQ rules prescribing such policy |
| - | In line with our focus on performance-based pay, 86% of 2022 NEO compensation remained at-risk with over half of incentives being focused on long-term performance |
| - | We increased the proportion of our LTI awards subject to performance conditions from 33% in 2022, which was lower than historic levels due to the heightened uncertainty in Macau at the time of setting goals, to 55% in 2023, including 25% subject to a three-year absolute total shareholder return hurdle rate for CEO and CFO |
| - | Our CEO pay is below the 25th percentile based on publicly reported executive compensation information disclosed in 2022 peer group proxy statements as of March 10, 2023 |
CONTINUED RESPONSIVENESS TO EFFECTS OF COVID-19
| - | As a result of pandemic-driven travel restrictions for Macau, which reduced that property’s liquidity, our NEOs voluntarily agreed to exchange either 33% or 35% of their cash salary for a grant of stock options |
| - | The salary reductions in 2022 were in addition to the cash salary reductions ranging from 20% to 100% that the Company implemented for NEOs beginning in 2020 at the outset of the pandemic |
KEY LEADERSHIP TRANSITION
| - | Effective January 31, 2022, the Board, after full consideration of alternatives, promoted then CFO Craig Billings to replace Matt Maddox as the Company’s CEO. Effective April 18, 2022, the Board recruited Julie Cameron-Doe as CFO |
| - | Ms. Cameron-Doe received a one-time $2.5 million partial make-whole grant payment intended to replace a portion of the forfeited restricted stock awards Ms. Cameron-Doe would have received if she had stayed with her previous employer |
| 2023 PROXY STATEMENT | // 28 // |
Table of Contents
How we approach executive compensation
Our executive compensation philosophy is to align the interests of executives with those of shareholders by designing incentives that are directly tied to actions which create sustainable long-term shareholder value.
We, the Compensation Committee, believe that our ability to oversee the delivery of operational excellence and sustainable long-term returns to shareholders is inexorably linked to attracting and retaining a high-performing management team.
Hence, the executive compensation program must be designed to attract, reward, and retain executive officers who create continual near- and long-term shareholder value by achieving the Company’s strategic goals, as established by the Compensation Committee. We also believe that stability at the executive level is key to the strength of the Company, particularly given the relatively small pool of executives with gaming experience for whom we compete.
To achieve this, we rely on the following principles:
PAY-FOR-SUSTAINABLE PERFORMANCE: The majority of our executives’ total compensation is tied to achieving annual and long-term goals that enhance the value of our reputation and brand, sustain the performance and attractiveness of our resorts and drive long-term shareholder value. The Compensation Committee retains discretion to reduce amounts earned and payable when doing so will further these goals. Further, 50% of annual incentive is paid in equity (rather than all cash), and equity is subject to our robust holding requirements.
SHAREHOLDER ALIGNMENT: Our long-term equity incentives align executives’ interests with those of shareholders and other stakeholders. Our executive compensation focuses on key metrics that are critical drivers for realizing our strategic objectives and achieving long-term results. By focusing on regular equity grants that vest over three years and on performance-based awards, we believe that the alignment of interest is strengthened, especially when coupled with stock holding requirements for executives (6x base salary for our CEO and 3x base salary for our other NEOs).
SIMPLICITY AND CLARITY: We value pay structures that are simple and clear. We believe pay simplicity promotes transparency, avoids incentivizing pay goals at the expense of ongoing excellence and performance, and promotes teamwork.
ATTRACT AND RETAIN TOP TALENT: Our business spans continents, can be subject to meaningful volatility, requires tight coordination with regulators, depends on knowledge of numerous types of complex operations, requires diligent investment over many years and across business cycles, and is highly dependent on a reputation for excellence and integrity, so finding and retaining top talent is a critical element of our compensation.
| // 29 // |
Table of Contents
Executive compensation components
| ELEMENT |
% OF TOTAL ANNUAL COMPENSATION |
AT- RISK? |
FEATURES | 2022 RESULTS | ||||
| Base salary |
14% | No | Attract and retain top employees and recognize sustained performance, job scope and experience |
2022 base pay reflects the successful transition of Craig Billings to CEO, the appointment of Julie Cameron-Doe as CFO, and the retention of Ellen Whittemore as General Counsel
In 2022, the NEOs exchanged a portion of their base salary for a grant of stock options in order to preserve liquidity given the ongoing financial effects of the pandemic in Macau
| ||||
| Annual incentives |
32% | Yes | Utilize multiple metrics with pre-set goals
Incentivize executives, enforce accountability and motivate and reward achievement of annual goals
50% of annual incentive awards paid in stock and subject to NEO holding requirements, further aligning executive and long-term shareholder interests
|
Payout based on pre-set robust Financial and Operational objectives as discussed under “2022 Compensation design & decisions” | ||||
| Long-term incentives: Performance-based restricted stock (1) |
15% | Yes | Performance-based stock vests solely based on company performance on preset goals over a three-year performance period, linking the creation of shareholder value to incentives earned |
Performance-based restricted stock linked to the achievement of “fair share” metrics, a relative measure | ||||
| Long-term incentives: Time-based restricted stock |
39% | Yes | Ensure focus on long-term value creation, align executive and long-term shareholder interests, and promote retention |
Retention, alignment of interests with those of long-term shareholders and includes a partial make-whole grant for Julie Cameron-Doe in connection with her appointment to Chief Financial Officer effective April 18, 2022
| ||||
HOW OUR EXECUTIVE COMPENSATION PHILOSOPHY DRIVES CEO PAY DESIGN
| PAY FOR SUSTAINABLE PERFORMANCE |
SHAREHOLDER ALIGNMENT |
FOCUS ON COMPENSATION TOTALS AND PARITY |
SIMPLICITY AND CLARITY |
ATTRACT AND RETAIN TOP TALENT |
||||||||||||||||||||||||||||||||||||
| ❑ |
Benchmarking CEO at Median of Peer Group |
|
|
|
|
● |
|
● |
|
|
|
|
|
● |
|
|
| |||||||||||||||||||||||
| ❑ |
86% of total direct NEO compensation is at-risk (2) | ● |
|
● |
|
|
|
|
|
● |
|
|
|
|
|
|
| |||||||||||||||||||||||
| ❑ |
Annual incentives are 100% performance based | ● |
|
● |
|
● |
|
● |
|
● |
|
|
| |||||||||||||||||||||||||||
| ❑ |
Performance-based stock units comprise 33% of long-term incentives (1) | ● |
|
● |
|
● |
|
● |
|
● |
|
|
| |||||||||||||||||||||||||||
| ❑ |
Annual incentives subject to negative Board discretion | ● |
|
● |
|
|
|
|
|
● |
|
|
|
|
|
|
| |||||||||||||||||||||||
| ❑ |
Stock Ownership Guidelines for all NEOs |
|
|
|
|
● |
|
|
|
|
|
● |
|
● |
|
|
| |||||||||||||||||||||||
(1) In 2022, the proportion of our LTI awards subject to performance conditions was lower than historic levels due to heightened uncertainty in Macau at the time the goals were set in early 2022. In 2023, we increased the proportion from 33% to 55%, including 25% subject to a three-year absolute TSR hurdle rate for CEO and CFO.
(2) Based on 2022 Total Direct Compensation for NEOs.
| 2023 PROXY STATEMENT | // 30 // |
Table of Contents
| - | ACHIEVED RECORD-SETTING RESULTS IN LAS VEGAS. Our Las Vegas Operations achieved its highest Adjusted Property EBITDAR in the history of the resort at $801.1 million (previous record was $530.9 million of Adjusted Property EBITDAR in 2021). In addition, we completed a full remodel of our 2,674 hotel rooms in the Wynn Tower, and debuted our innovative new Awakening show during the fourth quarter of 2022. |
| - | DELIVERED RECORD FINANCIAL PERFORMANCE IN BOSTON. Encore Boston Harbor achieved a record $243.4 million of Adjusted Property EBITDAR during 2022 (previous record was $210.1 million of Adjusted Property EBITDAR in 2021). We continued to position the property for further growth during 2022, preparing for a ‘Day 1’ launch of retail sports betting in the Commonwealth of Massachusetts on January 31, 2023 that we expect to drive incremental visitation to the property over time. We also continued to advance the design, planning and permitting of our Phase 2 East of Broadway expansion that will add much-needed parking along with new non-gaming amenities. |
| - | SUCCESSFULLY RENEWED OUR MACAU GAMING CONCESSION. During the fourth quarter of 2022, the Government of Macau announced that Wynn Macau was awarded one of six new 10-year gaming concessions, following a competitive tender process. We approached this process prudently, balancing our commitments to the government with our liquidity position, and our responsibilities to shareholders. We believe the investments we made in our people and our market-leading facilities during 2022, and throughout the pandemic, along with this favorable concession outcome, position us well as the region continues to emerge from COVID-19. |
| - | MAINTAINED STRONG MARKET SHARE IN MACAU. As visitation continued to fluctuate due to COVID-19-related |
- |
SIGNED AGREEMENT TO DEVELOP AN INTEGRATED RESORT IN THE UAE. In January 2022, we announced a partnership agreement with Marjan and RAK Hospitality Holding to develop an integrated resort on Al Marjan Island in Ras |
// 31 // |
Al Khaimah, United Arab Emirates. We expect the resort will further diversify our property portfolio, extend the Wynn brand internationally, and drive strong long-term returns for shareholders. |
- |
FURTHER ENHANCED LIQUIDITY AND FINANCIAL FLEXIBILITY. We continued to fortify our liquidity and balance sheet during the year, highlighted by the sale-leaseback of the real estate of Encore Boston Harbor that closed during the fourth quarter of 2022. The transaction brought in gross proceeds of $1.7 billion, at a highly attractive cap rate. We expect this long-duration capital will support high-return growth projects and further bolster our already strong global cash and liquidity position to approximately $4.5 billion as of December 31, 2022. |
- |
CONTINUED RECOGNITION AS THE WORLD’S PREEMINENT LUXURY INTEGRATED RESORT COMPANY. With a combined 24 Forbes Travel Guide Five-Star Awards in 2023 across our global portfolio, Wynn Resorts remains the most decorated independent hotel company in the world. Our Macau operations were awarded 15 FTG Five-Star Awards, with Wynn Macau the only resort in the world to receive eight individual FTG Five-Star Awards and Wynn Palace receiving seven. In the US, Wynn Las Vegas and Encore at Wynn Las Vegas collectively received seven Five-Star Awards, and for the seventh consecutive year, Wing Lei at Wynn Las Vegas remains the only FTG Five-Star Chinese restaurant in North America. Encore Boston Harbor was awarded two FTG Five-Stars for the second consecutive year. In addition, Wynn Resorts was once again honored to be included on FORTUNE Magazine’s 2023 World’s Most Admired Companies list in the hotel, casino, and resort category. |
- |
SUCCESSFUL NEO TRANSITION. The Board proactively planned and seamlessly executed the succession process for two NEO roles with minimal business interruption. Following the departure of former Wynn Resorts CEO Matt Maddox on January 31, 2022, Craig Billings (then CFO) was selected by the Board to assume the role of CEO (effective February 1, 2022, and Julie Cameron-Doe was hired as CFO (effective April 18, 2022). In addition, General Counsel Ellen Whittemore’s contract was renewed for a further three year term to ensure continuity in the executive leadership team. |
| - | Set rigorous financial metrics for annual incentives for 2022 that targeted meaningful growth at our domestic properties and considered the continued financial uncertainty in Macau due to ongoing pandemic related travel restrictions. |
| - | Continued to pay 50% of annual incentive executive compensation in equity. |
| - | Awarded 33% of long-term incentive stock compensation that vests upon achievement of pre-established financial performance goals that are based on the Company’s ability to achieve a premium revenue “fair share” relative to its peers (see discussion of this metric below), on a one-, two- and three-year basis. The share of long-term incentive stock tied to performance conditions reduced temporarily from 50% in prior years in light of the significant uncertainty in Macau at the time of goal setting. Based on shareholder feedback, the Compensation Committee increased long-term incentive stock compensation vesting upon achievement of performance conditions to 55% in 2023 from 33% in 2022. Please see “Compensation Discussion and Analysis”—“2023 Equity Grants” for further discussion of 2023 stock grants. |
- |
Reaffirmed its commitment to keep executives’ total compensation around the median and conduct an overall analysis of all NEO total compensation to confirm compliance. |
2023 PROXY STATEMENT |
// 32 // |
// 33 // |
NAMED EXECUTIVE OFFICER |
2022 BASE SALARY |
2021 BASE SALARY |
||||||
Craig S. Billings (1) |
$ |
$ |
||||||
Julie M. Cameron-Doe (2) |
$ |
$ |
||||||
Ellen F. Whittemore (3) |
$ |
$ |
||||||
Goal 1 – |
Encore Boston Harbor, 2022 Adjusted Property EBITDAR (weighted 15%): Adjusted Property EBITDAR is an important measure of a property’s performance within its respective market, a key driver of return on equity and essential element to the valuation of our Company and our stock price. Target achievement of this goal for 2022 required Adjusted Property EBITDAR to reach a new all-time record of $225 million, a 7% increase over the prior all-time record achieved in 2021. |
Goal 2 – |
Wynn Las Vegas, 2022 Adjusted Property EBITDAR (weighted 20%): Adjusted Property EBITDAR is an important measure of a property’s performance within its market, a key driver of return on equity and essential element to the valuation of our Company and our stock price. Achievement of this goal for 2022 required Adjusted Property EBITDAR to reach an all-time record of $625 million, an 18% increase over the prior all-time record achieved in 2021. |
Goal 3 – |
Wynn Las Vegas, Market Share of Gross Gaming Revenues (weighted 10%): Coming off an all-time record in Adjusted Property EBITDAR in 2021, the Compensation Committee set a target gross gaming revenue market share goal for 2022 of 11.25% to incentivize the Company to maintain a strong market share of the Las Vegas Strip gaming market during a period of robust recovery in the Las Vegas market. |
Goal 4 – |
Macau Operations, Market Share of Gross Gaming Revenues (weighted 25%): Visitation volumes remained unpredictable and suppressed due to strict pandemic-related travel restrictions to and from Macau which led to uncertainty in our Macau Operations’ financial performance in 2022. As such, the Compensation Committee established a target market share goal with respect to gross gaming revenues of 14.00% for its Macau operations. Because of the uncertainty around the Company’s specific financial performance, no Adjusted Property EBITDAR goal was established for our Macau Operations in 2022. |
Goal 5 – |
Wynn Las Vegas, Achievement of Forbes Five-Star (weighted 10%): Our Company is laser-focused on providing superior service to our guests. Achieving a Forbes Travel Guide Five-Star ranking requires near impeccable quality throughout the year. The Compensation Committee set the achievement of a Forbes Five-Star rating for Wynn Las Vegas to ensure management maintained our superior standards during a period of rapid recovery in Las Vegas. |
Goal 6 – |
Macau Operations, Successful Concession Renewal (weighted 15%): With our first 20-year gaming concession in Macau set to expire in June 2022, the successful renewal of this key gaming license through a competitive tender process was an important strategic focus for us. The renewal of this license would allow the Company to continue its casino operations in the world’s largest gaming market (pre-COVID) and generate strong long-term returns for shareholders. |
2023 PROXY STATEMENT |
// 34 // |
Goal 7 – |
Wynn Resorts Development, Advancement of Design & Development of Wynn UAE Project (weighted 5%): The Company’s ability to develop new “greenfield” integrated resorts and cultivate new gaming markets is instrumental to the creation of long-term shareholder value. The Committee sought to incentivize management to focus on advancing the design and development of an integrated casino resort in the United Arab Emirates. The Committee expects the successful development of a casino resort in this region will further diversify the Company’s property portfolio, extend the Wynn brand internationally, and drive strong long-term returns for shareholders. |
METRIC |
WEIGHTING |
THRESHOLD PERFORMANCE |
TARGET PERFORMANCE |
MAXIMUM PERFORMANCE |
ACTUAL PERFORMANCE |
OUTCOME | ||||||||||||||||||||||||||||||
Goal 1 - |
Encore Boston Harbor 2022 Adjusted Property EBITDAR |
15 |
% |
$ |
210,000,000 |
$ |
225,000,000 |
$ |
245,000,000 |
$ |
243,386,000 |
Target |
||||||||||||||||||||||||
Goal 2 - |
Wynn Las Vegas, 2022 Adjusted Property EBITDAR |
20 |
% |
$ |
585,000,000 |
$ |
625,000,000 |
$ |
650,000,000 |
$ |
801,095,000 |
Maximum |
||||||||||||||||||||||||
Goal 3 - |
Wynn Las Vegas, Market Share of Gross Gaming Revenues (1) |
10 |
% |
10.75% |
11.25% |
12.25% |
12.27% |
Maximum | ||||||||||||||||||||||||||||
Goal 4 - |
Macau Operations, Market Share of Gross Gaming Revenues on Mass Table Games and Slot Machines (1) |
25 |
% |
13.50% |
14.00% |
15.00% |
13.80% |
Threshold | ||||||||||||||||||||||||||||
Goal 5 - |
Wynn Las Vegas, Achievement of Forbes Five-Star (2) |
10 |
% |
- |
Achievement |
- |
Achieved |
Target | ||||||||||||||||||||||||||||
Goal 6 - |
Macau Operations, Successful Concession Renewal (3) |
15 |
% |
- |
Achievement |
- |
Achieved |
Target | ||||||||||||||||||||||||||||
Goal 7 - |
Wynn Resorts Development, Advancement of Design & Development of Wynn UAE Project (4) |
5 |
% |
- |
Achievement |
- |
Achieved |
Target | ||||||||||||||||||||||||||||
| // 3 5 // |
ACTUAL AWARD |
||||||||||||||||
NAMED EXECUTIVE OFFICER (1) |
THRESHOLD |
TARGET |
MAXIMUM |
PERCENTAGE |
CASH |
EQUITY (2) |
||||||||||
Craig S. Billings |
160% |
200% |
240% |
203% |
$1,825,715 |
$1,825,715 |
||||||||||
Julie M . Cameron-Doe |
160% |
200% |
240% |
203% |
$ 912,857 |
$ 912,857 |
||||||||||
Ellen F. Whittemore |
160% |
200% |
240% |
203% |
$ 912,857 |
$ 912,857 |
||||||||||
| 1. | In Las Vegas, the Company’s share of total revenue relative to selected peers divided by the Company’s share of hotel rooms among such peers; and |
| 2. | In Las Vegas, the Company’s share of total Adjusted Property EBITDAR relative to selected peers divided by the Company’s share of hotel rooms among such peers. |
1. |
The Company’s strategy is to attract and retain premium customers in each market in which the Company operates, driving outsized Operating Revenue and Adjusted Property EBITDAR performance relative to peers over the long run. The consistent generation of “fair share” premiums indicate that our properties are continually outperforming the competition in revenue and EBITDAR. |
2. |
Consistently achieving premium fair share incentivizes a long-term strategic operating approach, including diligent and consistent investment in facilities and team members across the business cycle. |
3. |
Utilizing fair share metrics also prevents management from unduly benefiting from favorable market tailwinds, and instead incentivizes consistent outperformance relative to our competitors regardless of the overall market conditions. |
2023 PROXY STATEMENT |
// 36 // |
NAMED EXECUTIVE OFFICER |
GRANT DATE |
RESTRICTED STOCK (#) (1) |
PERFORMANCE- BASED RESTRICTED STOCK (#) (2) |
TOTAL TARGET AWARD ($) (3) |
||||||||||
Craig S. Billings |
January 12, 2022 |
52,448 |
26,224 |
$ |
6,750,058 |
|||||||||
Julie M. Cameron-Doe |
April 18, 2022 |
34,033 |
- |
$ |
2,500,064 |
|||||||||
April 25, 2022 |
10,490 |
5,245 |
$ |
1,136,224 |
||||||||||
Ellen F. Whittemore |
January 12, 2022 |
12,238 |
6,119 |
$ |
1,575,031 |
|||||||||
NAMED EXECUTIVE OFFICER |
GRANT DATE |
VESTING DATE |
STOCK OPTIONS (#) |
EXERCISE PRICE ($) |
BASE SALARY EXCHANGED (%) |
GRANT DATE FAIR VALUE ($) | ||||||||||||||||||||||||
Craig S. Billings |
May 11, 2022 |
December 31, 2022 |
21,803 |
$ |
58.85 |
35 |
% |
$ |
404,664 |
|||||||||||||||||||||
Julie M. Cameron-Doe |
May 11, 2022 |
December 31, 2022 |
10,383 |
$ |
58.85 |
33 |
% |
$ |
192,708 |
|||||||||||||||||||||
Ellen F. Whittemore |
May 11, 2022 |
December 31, 2022 |
10,383 |
$ |
58.85 |
33 |
% |
$ |
192,708 |
|||||||||||||||||||||
| // 3 7 // |
NAMED EXECUTIVE OFFICER |
GRANT DATE |
RESTRICTED STOCK (#) (1) |
PERFORMANCE- BASED RESTRICTED STOCK (#) (2) |
PERFORMANCE SHARE UNITS (#) (3) |
TOTAL TARGET AWARD ($) (4) | ||||||||||||||||||||
Craig S. Billings |
January 12, 2023 |
37,649 |
25,099 |
20,916 |
$ |
8,250,000 |
|||||||||||||||||||
Julie M. Cameron-Doe |
January 12, 2023 |
7,188 |
4,791 |
3,994 |
$ |
1,575,000 |
|||||||||||||||||||
Ellen F. Whittemore |
January 12, 2023 |
7,556 |
9,235 |
- |
$ |
1,655,640 |
|||||||||||||||||||
2023 PROXY STATEMENT |
// 38 // |
GAMING & RESORTS |
TRAVEL, HOSPITALITY & RESORTS |
LIFESTYLE PRODUCTS | ||
Caesars Entertainment, Inc. |
Hilton Worldwide Holdings Inc. |
Capri Holdings Limited | ||
Las Vegas Sands Corp. |
Hyatt Hotels Corporation |
PVH Corp. | ||
MGM Resorts International |
Marriott International, Inc. |
Ralph Lauren Corporation | ||
Penn Entertainment |
Norwegian Cruise Line Holdings Ltd |
Tapestry, Inc. | ||
Royal Caribbean Cruises Ltd |
V.F. Corporation | |||
Wyndham Hotels & Resorts, Inc. |
||||
| |
WYNN RESORTS |
|
PEER GROUP | |||
Revenue |
$3.8 billion |
Range: |
$1.6 billion–$19.3 billion | |||
Median: |
$6.7 billion | |||||
Market Capitalization |
$9.3 billion |
Range: |
$4.5 billion–$47.1 billion | |||
Median: |
$9.2 billion | |||||
Enterprise Value |
$18.8 billion |
Range: |
$7.7 billion–$56.5 billion | |||
Median: |
$17.2 billion | |||||
// 39 // |
Chief Executive Officer |
6x base salary | |||
Other NEOs |
3x base salary | |||
Non-employee Members of the Board |
3x annual retainer | |||
2023 PROXY STATEMENT |
// 40 // |
| // 4 1 // |
NAME AND PRINCIPAL POSITION |
YEAR |
SALARY ($) (1) |
STOCK AWARDS ($)(2)(3) |
OPTION AWARDS ($)(3)(4) |
NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(5) |
All OTHER COMPENSATION ($)(6) |
TOTAL ($) | |||||||||
2022 |
$1,752,115 |
$8,575,772 |
$49,977 |
$1,825,715 |
$25,508 |
$12,229,087 | ||||||||||
Craig S. Billings (7) Chief Executive Officer |
2021 |
$1,140,000 |
$8,361,675 |
$- |
$1,200,000 |
$11,671 |
$10,713,346 | |||||||||
2020 |
$1,200,000 |
$3,678,581 |
$1,673,207 |
$528,000 |
$70,997 |
$7,150,785 | ||||||||||
Julie M. Cameron-Doe (8) Chief Financial Officer |
2022 |
$628,846 |
$4,549,146 |
$16 |
$912,857 |
$1,377 |
$6,092,242 | |||||||||
Ellen F. Whittemore Executive Vice President, General Counsel and Secretary |
2022 |
$896,538 |
$2,487,888 |
$115,723 |
$912,857 |
$25,586 |
$4,438,592 | |||||||||
2021 |
$665,000 |
$1,775,115 |
$- |
$700,000 |
$19,318 |
$3,159,433 | ||||||||||
2020 |
$700,000 |
$1,985,303 |
$249,824 |
$308,000 |
$27,484 |
$3,270,611 | ||||||||||
2022 |
$153,846 |
$- |
$89,328 |
$- |
$7,586,983 |
$7,830,157 | ||||||||||
Matt Maddox (9) Former Chief Executive Officer |
2021 |
$1,900,000 |
$8,500,202 |
$- |
$2,500,000 |
$28,545 |
$12,928,747 | |||||||||
2020 |
$2,000,000 |
$20,283,231 |
$699,218 |
$1,100,000 |
$489,531 |
$24,571,980 | ||||||||||
| // 4 3 // |
NAMED EXECUTIVE OFFICER |
CONTRACT EXPIRATION |
BASE SALARY |
||||||
Craig S. Billings |
February 15, 2025 |
$ |
1,800,000 |
|||||
Julie M. Cameron-Doe |
April 18, 2025 |
$ |
900,000 |
|||||
Ellen F. Whittemore |
January 31, 2025 |
$ |
900,000 |
|||||
VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: |
||||||||||||||||||||||||||||||||||||||||
YEAR |
SUMMARY COMPENSATION TABLE TOTAL FOR OUTGOING PEO (1)(2) |
SUMMARY COMPENSATION TABLE TOTAL FOR INCOMING PEO (3) |
COMPENSATION ACTUALLY PAID TO OUTGOING PEO (1)(2)(5)(7) |
COMPENSATION ACTUALLY PAID TO INCOMING PEO (3)(5)(8) |
AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs (4) |
AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs (4)(5)(9) |
TOTAL SHAREHOLDER RETURN (6) |
PEER GROUP TOTAL SHAREHOLDER RETURN (6) |
NET INCOME (10) |
ADJUSTED PROPERTY EBITDAR (11) |
||||||||||||||||||||||||||||||
| 2022 | $ | $ | $ | ( |
) | $ | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||||
| 2021 | $ | $ | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||||||||
| 2020 | $ | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||
2023 PROXY STATEMENT |
// 44 // |
| // 4 5 // |
PERFORMANCE MEASURE |
||
(1) |
||
(2) |
||
(3) |
||
2023 PROXY STATEMENT |
// 4 6 // |
NAMED EXECUTIVE OFFICER |
GRANT DATE |
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLANAWARDS ($) (1) |
ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) |
ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) |
EXERCISE PRICE OF OPTION AWARDS ($/SH) |
CLOSING PRICE ON GRANT DATE ($/SH) |
GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) (2) | ||||||||||||||||||||||||||||||||||||||
THRESHOLD ($) |
TARGET ($) |
MAXIMUM ($) | |||||||||||||||||||||||||||||||||||||||||||
Craig S. Billings |
N/A |
$ |
2,880,000 |
$ |
3,600,000 |
$ |
4,320,000 |
- |
- |
- |
- |
$ |
- |
||||||||||||||||||||||||||||||||
01/12/2022 |
- |
- |
- |
52,448 (3) |
- |
- |
$ |
85.80 |
$ |
4,500,038 |
|||||||||||||||||||||||||||||||||||
01/12/2022 |
- |
- |
- |
26,224 (4) |
- |
- |
$ |
85.80 |
$ |
2,250,019 |
|||||||||||||||||||||||||||||||||||
05/11/2022 |
- |
- |
- |
- |
21,803 (6) |
$18.56 |
$ |
58.85 |
$ |
404,664 |
|||||||||||||||||||||||||||||||||||
Julie M. Cameron-Doe |
N/A |
$ |
1,440,000 |
$ |
1,800,000 |
$ |
2,160,000 |
- |
- |
- |
- |
||||||||||||||||||||||||||||||||||
04/18/2022 |
- |
- |
- |
34,033 (5) |
- |
- |
$ |
73.46 |
$ |
2,500,064 |
|||||||||||||||||||||||||||||||||||
04/25/2022 |
- |
- |
- |
10,490 (3) |
- |
- |
$ |
72.21 |
$ |
757,483 |
|||||||||||||||||||||||||||||||||||
04/25/2022 |
- |
- |
- |
5,245 (4) |
- |
- |
$ |
72.21 |
$ |
378,741 |
|||||||||||||||||||||||||||||||||||
05/11/2022 |
- |
- |
- |
- |
10,383 (6) |
$18.56 |
$ |
58.85 |
$ |
192,708 |
|||||||||||||||||||||||||||||||||||
Ellen F. Whittemore |
N/A |
$ |
1,440,000 |
$ |
1,800,000 |
$ |
2,160,000 |
- |
- |
- |
- |
$ |
- |
||||||||||||||||||||||||||||||||
01/12/2022 |
- |
- |
- |
12,238 (3) |
- |
- |
$ |
85.80 |
$ |
1,050,020 |
|||||||||||||||||||||||||||||||||||
01/12/2022 |
- |
- |
- |
6,119 (4) |
- |
- |
$ |
85.80 |
$ |
525,010 |
|||||||||||||||||||||||||||||||||||
05/11/2022 |
- |
- |
- |
- |
10,383 (6) |
$18.56 |
$ |
58.85 |
$ |
192,708 |
|||||||||||||||||||||||||||||||||||
// 47 // |
NAMED EXECUTIVE OFFICER |
COMPANY |
OPTION AWARDS |
STOCK AWARDS |
|||||||||||||
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE |
OPTION EXERCISE PRICE ($) |
OPTION EXPIRATION DATE |
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) |
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (5) |
|||||||||||
Craig S. Billings |
Wynn Resorts, Limited |
21,803 |
- |
$58.85 |
05/11/2025 |
139,726 (2) |
$ |
11,523,203 |
||||||||
Wynn Interactive Ltd |
1,825 |
1,825 |
$78.62 |
12/11/2030 (1) |
- |
$ |
- |
|||||||||
Julie M. Cameron-Doe |
Wynn Resorts, Limited |
10,383 |
- |
$58.85 |
05/11/2025 |
49,768 (3) |
$ |
4,104,367 |
||||||||
Ellen F. Whittemore |
Wynn Resorts, Limited |
10,383 |
- |
$58.85 |
05/ 11/2025 |
32,159 (4) |
$ |
2,652,153 |
||||||||
Wynn Interactive Ltd |
1,825 |
1,825 |
$78.62 |
12/11/2030 (1) |
- |
$ |
- |
|||||||||
2023 PROXY STATEMENT |
// 48 // |
OPTION AWARDS |
STOCK AWARDS | |||||||||||||||||||
NAMED EXECUTIVE OFFICER |
NUMBER OF SHARES ACQUIRED ON EXERCISE (#) |
VALUE REALIZED ON EXERCISE ($) |
NUMBER OF SHARES ACQUIRED ON VESTING (#) |
VALUE REALIZED ON VESTING ($) | ||||||||||||||||
Craig S. Billings |
- |
$- |
56,783 |
$ |
4,634,536 |
|||||||||||||||
Julie M. Cameron-Doe |
- |
$- |
- |
$ |
- |
|||||||||||||||
Ellen F. Whittemore |
- |
$- |
11,766 |
$ |
995,467 |
|||||||||||||||
Matt Maddox(1) |
- |
$- |
117,916 (1) |
$ |
10,292,961 |
|||||||||||||||
// 49 // |
2023 PROXY STATEMENT |
// 50 // |
| |
TERMINATION UPON DEATH OR COMPLETE DISABILITY |
TERMINATION WITHOUT CAUSE OR UPON MATERIAL BREACH |
TERMINATION BY EMPLOYEE FOR GOOD REASON AFTER CHANGE IN CONTROL | |||||
Base Salary |
Amounts earned and unpaid through the date of termination |
$3,831,781 |
$3,831,781 | |||||
Bonus |
$- |
$7,302,860 |
$7,302,860 | |||||
Stock Options/Restricted Stock (1)(2) |
$12,080,523 |
$4,048,360 |
$12,080,523 | |||||
Company Paid Life Insurance |
$1,800,000 |
$- |
$- | |||||
Benefits (3) |
$- |
$47,426 |
$47,426 | |||||
| |
TERMINATION UPON DEATH OR COMPLETE DISABILITY |
TERMINATION WITHOUT CAUSE OR UPON MATERIAL BREACH |
TERMINATION BY EMPLOYEE FOR GOOD REASON AFTER CHANGE IN CONTROL | |||||
Base Salary |
Amounts earned and unpaid through the date of termination |
$2,068,767 |
$2,068,767 | |||||
Bonus |
$- |
$3,651,428 |
$3,651,428 | |||||
Stock Options/Restricted Stock (1)(2) |
$4,349,613 |
$1,223,753 |
$4,349,613 | |||||
Company Paid Life Insurance |
$900,000 |
$- |
$- | |||||
Benefits (3) |
$- |
$34,173 |
$34,173 | |||||
// 51 // |
| |
TERMINATION UPON DEATH OR COMPLETE DISABILITY |
TERMINATION WITHOUT CAUSE OR UPON MATERIAL BREACH |
TERMINATION BY EMPLOYEE FOR GOOD REASON AFTER CHANGE IN CONTROL | |||||
Base Salary |
Amounts earned and unpaid through the date of termination |
$1,878,904 |
$1,878,904 | |||||
Bonus |
$- |
$3,651,428 |
$3,651,428 | |||||
Stock Options/Restricted Stock (1)(2) |
$2,904,565 |
$1,875,623 |
$2,904,565 | |||||
Company Paid Life Insurance |
$900,000 |
$- |
$- | |||||
Benefits (3) |
$- |
$47,426 |
$47,426 | |||||
2023 PROXY STATEMENT |
// 52 // |
// 53 // |
2023 PROXY STATEMENT |
// 54 // |
| |
BENEFICIAL OWNERSHIP OF SHARES (1) | |||||||||
NAME AND ADDRESS OF BENEFICIAL OWNER (2) |
NUMBER |
PERCENTAGE | ||||||||
5% Shareholders: |
||||||||||
The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355 |
11,132,845 | 9.79 | % | |||||||
Elaine P. Wynn (4) c/o Elaine P. Wynn and Family Foundation 3800 Howard Hughes Parkway. Suite 960 Las Vegas, NV 89169 |
9,539,077 | 8.39 | % | |||||||
T-Rowe Price Associates Inc. (5) 100 East Pratt St. Baltimore, MD 21202 |
8,638,226 | 7.60 | % | |||||||
Capital International Investors (6) 333 South Hope St. Los Angeles, CA 90071 |
8,022,231 | 7.06 | % | |||||||
Tilman J. Fertitta (7) c/o Fertitta Entertainment, Inc. 1510 West Loop South. Houston, TX 77027 |
6,917,551 | 6.09 | % | |||||||
Blackrock Inc. (8) 55 East 52nd St. New York, NY 10055 |
6,704,817 | 5.90 | % | |||||||
Named Executive Officers and Directors: |
||||||||||
Philip G. Satre (9) |
28,302 |
* | ||||||||
Betsy S. Atkins (10) |
6,690 |
* | ||||||||
Richard J, Byrne (11) |
13,506 |
* | ||||||||
Margaret J. Meyers (12) |
14,815 |
* | ||||||||
Winifred M. Webb (13) |
16,458 |
* | ||||||||
Patricia Mulroy (14) |
16,563 |
* | ||||||||
Clark T. Randt, Jr. (15) |
23,941 |
* | ||||||||
Darnell O. Strom (16) |
8,959 |
* | ||||||||
Craig S. Billings (17) |
277,584 |
* | ||||||||
Julie M. Cameron-Doe (18) |
71,665 |
* | ||||||||
Ellen F. Whittemore (19) |
67,932 |
* | ||||||||
All current directors and executive officers as a group (11 persons) (20) |
546,415 |
* | ||||||||
// 55 // |
2023 PROXY STATEMENT |
// 56 // |
Table of Contents
Table of Contents
Proposal 1: Election of directors
At the recommendation of the Company’s Nominating and Corporate Governance Committee, the Board is nominating the following individuals for election as Class III directors:
| - | Richard J. Byrne |
| - | Patricia Mulroy |
| - | Philip G. Satre |
The Board has nominated the three individuals listed above to serve as Class III directors for terms that commence upon election at the 2023 Annual Meeting. If elected at the 2023 Annual Meeting, each nominee would serve until the 2026 Annual Meeting and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal or retirement. The persons designated as proxies will have discretion to cast votes for other persons in the event any nominee for director is unable to serve, or the Board may choose to reduce the size of the Board. At present, it is not anticipated that any nominee will be unable to serve. If any director nominee is not elected at the 2023 Annual Meeting, the remaining members of the Board may fill the resulting vacancy, or the Board may choose to reduce the size of the Board. Biographical and other information for our nominees and our current directors is provided in the “Director Biographies” section.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.
Proposal 2: Ratification of appointment
of independent auditors
The Audit Committee of the Board has selected Ernst & Young LLP, a registered public accounting firm, as our independent auditors to examine and report to our shareholders on the consolidated financial statements of our Company and its subsidiaries for the fiscal year ending December 31, 2023. Representatives of Ernst & Young LLP are expected to be present at the virtual Annual Meeting and will be given an opportunity to make a statement.
As a matter of good corporate governance, the Audit Committee has determined to seek shareholder ratification of its selection of Ernst & Young LLP as the Company’s independent auditors, although this is not required under Nevada law, the Company’s Articles or Bylaws, SEC rules or applicable listing standards. If the shareholders do not ratify the selection of Ernst & Young LLP as the Company’s independent auditors for 2023, the Audit Committee will evaluate what would be in the best interests of the Company and its shareholders and consider whether to select new independent auditors. Even if the shareholders ratify the selection of Ernst & Young LLP, the Audit Committee, in its discretion, may direct the appointment of a different independent public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE YEAR 2023.
| 2023 PROXY STATEMENT | // 58 // |
Table of Contents
AUDIT AND OTHER FEES
The following table presents the aggregate fees billed (or expected to be billed) to the Company for audit and other services provided by Ernst & Young LLP, the Company’s independent auditor, for each of the fiscal years ended December 31, 2022, and December 31, 2021:
|
|
AGGREGATE FEES | |||||||
| CATEGORY |
2022 | 2021 | ||||||
| Audit fees |
$ | 4,857,385 | $ | 5,520,862 | ||||
| Audit-related fees |
$ | 39,000 | $ | 492,129 | ||||
| Tax fees |
$ | 47,100 | $ | 5,000 | ||||
| All other fees |
- | - | ||||||
“Audit fees” includes the aggregate fees for professional services rendered for the reviews of our consolidated financial statements for the quarterly periods ended March 31, June 30 and September 30, for the audit of our consolidated financial statements and the consolidated financial statements of certain of our subsidiaries for the years ended December 31, 2022 and 2021, and for the audit of our internal controls over financial reporting as of December 31, 2022 and 2021. “Audit fees” also include fees for services provided in connection with capital market transactions, audit-related accounting consultations and statutory audits of certain subsidiaries of the Company. “Audit-related fees” include the aggregate fees for the audit of the Company’s defined contribution employee benefit plan, and for 2021, fees for pre-acquisition audits of an acquired company. “Tax fees” include fees for domestic tax planning and other research.
PRE-APPROVAL POLICY
The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accountants by pre-approving certain types of services at usual and customary rates. These services may include audit services, audit-related services, tax services and other permissible non-audit services. The pre-approval authority details the particular service or category of service that the independent registered public accountants will perform. Management reports to the Audit Committee on the actual fees charged by the independent registered public accountants for each category of service.
During the year, circumstances may arise when it becomes necessary to engage the independent registered public accountants for additional services not contemplated in the original pre-approval authority. In those instances, management submits a request to the Audit Committee describing a specific project at a specific fee or rate and, if deemed appropriate and necessary, the Audit Committee approves the services before we engage the independent registered public accountants.
The Audit Committee pre-approved all fees related to services provided by Ernst & Young LLP in 2022.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is comprised of the five members named below. As required by our committee charter, each member of the Audit Committee has been determined to be an independent director, as defined under the NASDAQ listing rules and the rules of SEC. In addition, the Board has determined that two of the five committee members (Mr. Byrne and Ms. Webb) are Audit Committee financial experts, as defined by SEC rules.
During 2022, we held five full committee meetings.
Our purpose and responsibilities are set forth in our committee charter, which is reviewed and updated, as appropriate, to address changes in regulatory requirements, authoritative guidance, evolving oversight practices and investor feedback.
Our role is to oversee, on behalf of the Board, the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements, including review of the Company’s guidelines and policies with respect to risk assessment and risk management related to financial reporting and internal controls, major financial risk exposures of the
| // 59 // |
Table of Contents
Company and the steps the Company’s management has taken to monitor and control such exposures. The Company’s management is responsible for the preparation, presentation and integrity of our financial statements, and for maintaining appropriate accounting and financial reporting principles and policies, and internal controls and procedures that are reasonably designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for auditing our financial statements and expressing an opinion as to their conformity with generally accepted accounting principles in the United States of America and for auditing and providing an attestation report on the effectiveness of our internal control over financial reporting.
In fulfilling our oversight duties, at each regular quarterly meeting of the Audit Committee, we met separately in executive session with Ernst & Young LLP, our independent registered public accountants, as well with each of the Company’s General Counsel, Chief Audit Executive (who heads internal audit), Chief Financial Officer, and Global Chief Compliance Officer. During these meetings, we discussed the quality of the Company’s accounting and financial reporting processes and the adequacy and effectiveness of its internal controls and procedures; reviewed significant audit findings prepared by each of the independent registered public accountants and internal audit department, together with management’s responses; reviewed the overall scope and plans for the audits by the internal audit department and the independent registered public accountants; reviewed critical accounting policies and the significant estimates and judgments management used in preparing the financial statements and their appropriateness for the Company’s business and current circumstances; and reviewed each Company press release concerning Company earnings prior to its release.
Ernst & Young LLP has served as the Company’s independent registered public accounting firm since 2006. In evaluating and selecting the Company’s independent registered public accounting firm, we consider, among other things, the historical and recent performance of our current firm, the firm’s global reach, external data on audit quality and performance, including Public Company Accounting Oversight Board (“PCAOB”) reports, industry experience, audit fee revenues, firm capabilities and audit approach, and the independence and tenure of the accounting firm. As discussed above, we have engaged Ernst & Young LLP to serve as our independent registered public accountants for the year ending December 31, 2023.
In addition to the activities discussed above, prior to the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2022 with the SEC, we reviewed and discussed with management the Company’s audited financial statements for the year ended December 31, 2022, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We discussed with the independent registered public accounting firm the matters required to be discussed by the applicable standards of the PCAOB and the SEC, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements. We received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the audit committee concerning independence and have discussed with the independent auditors their firm’s independence. Based on the review and discussions described in this report, we recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC.
Audit Committee
Winifred M. Webb, Chair
Richard J. Byrne
Patricia Mulroy
Darnell O. Strom
| 2023 PROXY STATEMENT | // 60 // |
Table of Contents
Proposal 3: Advisory vote to approve the compensation
of named executive officers
In accordance with Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”)) and the related rules of the SEC, the Company presents its shareholders with the opportunity each year to vote to approve, on an advisory and non-binding basis, the compensation of our NEOs as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in this Proxy Statement.
This proposal, commonly known as a “Say-on-Pay” proposal, allows our shareholders the opportunity to express their views on our NEOs’ compensation. In considering this proposal, we urge shareholders to read the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure. Although this vote is advisory only, and therefore non-binding, the Board and the Compensation Committee will review and evaluate the voting result when considering future executive compensation decisions.
As described in detail in the Compensation Discussion and Analysis, the majority of our executives’ total compensation is at-risk, tied to achieving annual and long-term goals that enhance the value of our reputation and brand, sustain the performance and attractiveness of our resorts and drive long-term shareholder value. The design of our long-term incentives coupled with robust stock ownership guidelines ensure that our executives’ interests are aligned with those of long-term shareholders.
Therefore, in accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking shareholders to approve the following advisory resolution at the Annual Meeting:
“RESOLVED, that the shareholders of Wynn Resorts, Limited (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and the tabular disclosure regarding each named executive officer’s compensation (together with the accompanying narrative disclosure) in the Proxy Statement, as disclosed pursuant to Item 402 of Regulation S-K, for the 2023 Annual Meeting of Shareholders.”
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE ADVISORY RESOLUTION ON OUR NAMED EXECUTIVE OFFICER COMPENSATION, AS DISCLOSED IN THIS PROXY STATEMENT.
| // 61 // |
Table of Contents
Proposal 4: Advisory vote to approve the frequency of future “Say-on-Pay” proposals
Pursuant to Section 14A of the Exchange Act, every six (6) years we are required to present a non-binding advisory vote to our shareholders on how frequently we should seek an advisory (or “Say-on-Pay”) vote to approve the compensation of our NEOs. This non-binding advisory vote is commonly referred to as a “Say-on-Pay Frequency” vote. In this Proposal No. 4, our shareholders may cast a non-binding advisory vote on whether they would prefer to have a Say-on-Pay vote every one year, every two years or every three years. Shareholders may also abstain from voting.
After careful consideration, our Board has determined that a Say-on-Pay vote that occurs every year continues to be the most appropriate alternative, and therefore, recommends that you vote that future non-binding advisory votes to approve the compensation of our NEOs be held every year (annually). In making this recommendation, our Board considered that an annual Say-on-Pay advisory vote furthers our objective of engaging in regular and timely communication with our shareholders on matters of corporate governance, including our executive compensation philosophy, policies and practices.
We understand that our shareholders may have different views as to what is an appropriate frequency for future advisory Say-on-Pay votes, and our Board will carefully review the voting results. Shareholders may cast their vote by specifying one of four choices for this proposal on their proxy card or voting instruction form: “One Year”, “Two Years”, “Three Years” or “Abstain.”
The option of one year, two years or three years that receives the highest number of votes cast by shareholders entitled to vote at the Annual Meeting will be the frequency for future Say-on-Pay advisory votes selected by shareholders on an advisory basis. As an advisory vote, this proposal is not binding on our Board or the Company. While our Board will consider the outcome of the advisory vote when making a decision regarding the frequency of future advisory Say-on-Pay votes, it may decide that it is in the best interests of our shareholders and the Company to hold an advisory Say-on-Pay vote more or less frequently than the option selected by the shareholders.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE OPTION OF “ONE YEAR” AS THE FREQUENCY WITH WHICH SHAREHOLDERS ARE PROVIDED FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
| 2023 PROXY STATEMENT | // 62 // |
Table of Contents
General Information
OUR 2023 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished to the shareholders of Wynn Resorts in connection with the solicitation by the Board of proxies for its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) that will be held online. Our 2023 Annual Meeting will be held on May 4, 2023, via live webcast accessed at this website: http://www.virtualshareholdermeeting.com/WYNN2023, at 9:00 am (local time), and at any adjournments or postponements thereof. Our principal executive offices are located at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Matters to be considered and acted upon at the Annual Meeting are set forth in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement and are more fully described herein.
THE BOARD RECOMMENDS A VOTE AS FOLLOWS:
| PROPOSAL NUMBER |
PROPOSAL |
BOARD RECOMMENDATION | ||
| 1 |
Election of the three Class III director nominees named in this Proxy Statement to serve until the 2026 Annual Meeting of Shareholders |
“FOR” each nominee | ||
| 2 |
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 |
“FOR” | ||
| 3 |
Approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in this Proxy Statement |
“FOR” | ||
| 4 |
Approval, on a non-binding advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers |
“FOR Every One Year” | ||
VOTING AND SOLICITATION
Only holders of record of shares of the Company’s common stock, par value $0.01 (“Common Stock”), as of the close of business on March 10, 2023, the record date fixed by the Board (the “Record Date”), are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. As of the Record Date, there were 113,681,662 shares of Common Stock outstanding. Each shareholder is entitled to one vote for each share of Common Stock held as of the Record Date on all matters presented at the Annual Meeting.
At least a majority of the outstanding shares of Common Stock must be represented at the Annual Meeting, either present virtually at the Annual Meeting or represented by proxy, to constitute a quorum and to transact business at the Annual Meeting. Abstentions and broker non-votes, as discussed further below, are counted for purposes determining whether there is a quorum.
For each item to be acted upon at the Annual Meeting, the item will be approved if the number of votes cast in favor of the item by the shareholders entitled to vote exceeds the number of votes cast in opposition to the item. You may vote “for,” “against” or abstain from voting on these proposals, and in the case of Proposal 1, you may vote “for,” “against” or abstain from voting on each director nominee. Abstentions will not be counted as votes cast on an item and, therefore, will not affect the outcome of these proposals. Broker non-votes will not be counted as votes cast on Proposals 1 and 3 and, therefore, will not affect the outcome of these proposals. Shares represented by properly executed and unrevoked proxies will be voted at the Annual Meeting in accordance with the directions of shareholders indicated in their proxies. If no specification is made, shares represented by properly executed and unrevoked proxies will be voted in accordance with the specific recommendations of the Board set forth above. If any other matter properly comes before the Annual Meeting, the shares will be voted in the discretion of the persons voting pursuant to the respective proxies.
For a shareholder who holds his or her shares through an intermediary, such as a broker, bank or other nominee (referred to as “beneficial owners”), such intermediary will not be permitted to vote on Proposal 1 (the election of directors) or Proposal 3 (approval of the compensation of our named executive officers (known as a “Say-on-Pay” vote)) or Proposal 4 (approval of the frequency of future Say-on-Pay votes) (this situation is called a “broker non-vote”). ACCORDINGLY, WE ENCOURAGE YOU TO VOTE YOUR SHARES ON ALL MATTERS BEING CONSIDERED AT THE ANNUAL MEETING. Notwithstanding the occurrence of a broker non-vote, the intermediary may still vote the shareholder’s shares on Proposal 2 (ratification of Ernst & Young LLP as our independent auditor).
| // 63 // |
Table of Contents
The following table summarizes the voting requirements to elect directors and to approve each of the proposals in this Proxy Statement:
| PROPOSAL NUMBER |
PROPOSAL |
VOTE REQUIRED |
BROKER DISCRETIONARY VOTING ALLOWED | |||
| 1 |
Election of the three Class III directors |
Number of votes cast in favor exceeds number of votes cast in opposition |
No | |||
| 2 |
Ratification of Ernst & Young LLP |
Number of votes cast in favor exceeds number of votes cast in opposition |
Yes | |||
| 3 |
Advisory Vote to Approve the Compensation of Named Executive Officers |
Number of votes cast in favor exceeds number of votes cast in opposition |
No | |||
| 4 |
Advisory Vote to Approve the Frequency of Future Say-on-Pay Votes |
The option (one year, two years or three years) receiving the highest number of votes cast will be the option determined to be shareholders’ preferred frequency |
No | |||
HOW YOU CAN VOTE
SHAREHOLDERS OF RECORD. For shareholders of record, there are four different ways you can vote:
| • | By Internet. To vote via the Internet, use the website on the enclosed proxy card. |
| • | By Telephone. To vote by telephone, call the toll-free number on the enclosed proxy card. |
| • | By Mail. To vote by mail, follow the instructions on the enclosed proxy card. |
| • | By Participating in the Virtual Annual Meeting. To vote electronically during the virtual Annual Meeting, visit http://www.virtualshareholdermeeting.com/WYNN2023, log in using the 16-digit control number printed in the box marked by the arrow on your Notice of Internet Availability or proxy card, click on the vote button on the screen and follow the instructions provided. |
The Internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares and to confirm that your voting instructions have been properly recorded. Specific instructions are set forth on the enclosed proxy card. In order to be timely processed, an Internet or telephone vote must be received by 11:59 P.M. EASTERN TIME ON MAY 3, 2023. Regardless of the method you choose, your vote is important. Please vote by following the specific instructions on your proxy card.
BENEFICIAL SHAREHOLDERS. For shareholders who own shares of the Company’s Common Stock through an intermediary, such as a broker, bank or other nominee, the ultimate intermediary is the shareholder of record but will vote your shares in accordance with your instructions. In order to have your shares voted, you will need to follow the instructions for voting provided by your broker, bank or other nominee.
REVOCABILITY OF PROXIES
SHAREHOLDERS OF RECORD. If you are a shareholder of record and you deliver a proxy pursuant to this solicitation, you may revoke that proxy at any time before it is voted by (a) giving written notice to our Secretary at the address set forth below, (b) delivering to our Secretary a later dated proxy, (c) submitting another proxy by telephone or over the Internet (your latest telephone or Internet voting instructions are followed), or (d) voting electronically during the Annual Meeting. Written notice of revocation or subsequent proxy should be sent to:
Wynn Resorts, Limited
c/o Secretary
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
BENEFICIAL SHAREHOLDERS. If your shares are held through an intermediary, such as a bank, broker or other nominee, you must contact that person if you wish to revoke previously given voting instructions. In this case, attendance at the Annual Meeting, in and of itself, does not revoke a prior proxy.
| 2023 PROXY STATEMENT | // 64 // |
Table of Contents
PARTICIPATING IN THE ANNUAL MEETING
CONTROL NUMBER. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability, proxy card or voter instruction form to attend the virtual Annual Meeting and vote.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS. Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to some shareholders via the Internet, instead of mailing printed copies of those materials to each shareholder. Beginning on or about March 22, 2023, we sent to shareholders either a printed copy of our Annual Meeting materials or a Notice of Internet Availability containing instructions on how to access our Annual Meeting materials electronically. The Annual Meeting materials include this Proxy Statement and our Annual Report for the fiscal year ending December 31, 2022. The Notice of Internet Availability also explains how to vote through the Internet, by telephone or electronically at the Annual Meeting.
This electronic access process expedites shareholders’ receipt of our Annual Meeting materials, lowers the cost of our Annual Meeting and conserves natural resources. However, if you would prefer to receive a printed copy of our Annual Meeting materials, a proxy card or voting instruction form, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our Annual Meeting materials electronically or by mail, you will continue to receive the Annual Meeting materials in that format unless you elect otherwise.
PROXY PROCEDURE AND EXPENSES OF SOLICITATION
We have retained Broadridge Financial Solutions, an independent tabulator, to receive and tabulate the proxies, to serve as an inspector of elections, and to certify the results. In addition, we have engaged Innisfree M&A Incorporated (“Innisfree”), a professional proxy solicitation firm, to assist in the solicitation of proxies for the Annual Meeting. The Company has agreed to pay Innisfree a fee of $17,500, plus reimbursement for out-of-pocket expenses. The address of Innisfree is 501 Madison Avenue, 20th Floor, New York, New York 10022. If you need assistance in completing your proxy card or have questions regarding the Annual Meeting, please contact Innisfree toll-free at (888) 750-5834.
All expenses incurred in connection with the solicitation of proxies will be borne by us. We will also reimburse banks, brokers and other nominees for their expenses in forwarding proxy materials to beneficial owners of Common Stock held in their names.
Solicitation may be undertaken by mail, telephone, personal contact or other similar means by directors, officers and employees without additional compensation.
SHAREHOLDER NOMINATIONS AND PROPOSALS
Shareholders intending to present a proposal at the 2024 Annual Meeting of Shareholders for inclusion in our proxy statement for that meeting pursuant to Rule 14a-8 of the Exchange Act must submit the proposal in writing to Wynn Resorts, Limited, Attention: Secretary, 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Such proposals must comply with the requirements of Rule 14a-8 of the Exchange Act and must be received by the Company no later than November 23, 2023.
In addition, our Bylaws provide notice procedures for shareholders to nominate a person as a director and to propose business to be considered by shareholders at a meeting when the nomination and/or the other business are not submitted for inclusion in the Company’s proxy statement. Notice of a nomination or proposal submitted pursuant to our Bylaws must be delivered to us not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting. However, if the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice must be delivered to us not earlier than the close of business on the 120th day prior to such annual meeting date and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.
Accordingly, for our 2024 Annual Meeting, notice of a nomination or proposal must be delivered to us no later than February 4, 2024 and no earlier than January 5, 2024. Nominations and proposals also must satisfy other requirements set forth in the Bylaws and be submitted in writing and sent to the Company’s principal executive offices at Wynn Resorts, Limited, c/o Secretary, 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109. If a shareholder complies with the forgoing notice provisions and with certain additional procedural requirements in the Bylaws and SEC rules, the Company will have authority to vote shares under proxies we solicit when and if the nomination or proposal is raised at the Annual Meeting. The Chair of the Board may refuse to acknowledge the introduction of any shareholder proposal not made in compliance with the foregoing procedures.
| // 65 // |
Table of Contents
In addition to satisfying the requirements under the Company’s Bylaws, including the notice deadlines set forth above and therein, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must also comply with the additional requirements of Rule 14a-19 under the Exchange Act.
ANNUAL REPORT
Our financial statements for the year ended December 31, 2022, are included in our 2022 Annual Report to Shareholders, which we are providing to our shareholders at the same time as this Proxy Statement. Our Annual Report and this Proxy Statement are also posted on the Internet at http://www.wynnresorts.com on the Company Information page under the “Annual Meeting” heading. If you would like to receive a printed copy of these materials, please call our Investor Relations department at (702) 770-7555 or send a written request to the Company at Wynn Resorts, Limited, c/o Investor Relations, 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, and we will send a copy to you without charge.
HOUSEHOLDING
Shareholders who are beneficial owners, but not the record holders, of the Company’s securities and share a single address may receive only one copy of the Company’s proxy materials, unless the broker, bank or other nominee delivering the materials has received contrary instructions from one or more of the shareholders. The Company will deliver promptly, upon written or oral request, a separate copy of the proxy materials to a shareholder at a shared address to which a single copy of the document was delivered. A shareholder who wishes to receive a separate copy of the proxy materials, now or in the future, should submit his or her request to the Company by telephone at (702) 770-7555 or by submitting a written request to Wynn Resorts, Limited, c/o Investor Relations, 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Beneficial owners sharing an address who are receiving multiple copies of the proxy materials and wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that only a single copy be mailed to all shareholders at the shared address in the future.
OTHER BUSINESS
The Company is not aware of any other matters to be presented at the Annual Meeting. If any other matters should properly come before the Annual Meeting, the persons named in the proxy will vote the shares represented by the executed proxies on such matters as they determine appropriate in their discretion.
| 2023 PROXY STATEMENT | // 66 // |
Table of Contents
BAR PARASOL, WYNN LAS VEGAS
Table of Contents
Wynn Resorts 3131 LAS VEGAS BLVD, SOUTH LAS VEGAS, NV 89109
Table of Contents
|
| ||||
| WYNN RESORTS, LIMITED ATTN: CORPORATE SECRETARY 3131 LAS VEGAS BLVD. SOUTH LAS VEGAS, NV 89109 |
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 3, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/WYNN2023
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 3, 2023. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | |||
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V01438-P87880 KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — DETACH AND RETURN THIS PORTION ONLY | ||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| WYNN RESORTS, LIMITED |
For All |
Withhold All |
For All Except |
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Board of Directors recommends you vote FOR the following: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1. Election of Directors |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nominees |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 01) Richard J. Byrne 02) Patricia Mulroy 03) Philip G. Satre |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Board of Directors recommends you vote FOR proposals 2 and 3. | For | Against | Abstain | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers as described in the proxy statement. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Board of Directors recommends you vote FOR EVERY ONE YEAR on proposal 4. | 1 Year | 2 Years | 3 Years | Abstain | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4. To approve, on a non-binding advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NOTE: To consider and transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] |
Date |
Signature (Joint Owners) |
Date |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com
|
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — V01439-P87880
|
|
WYNN RESORTS, LIMITED Proxy for Annual Meeting of Shareholders To Be Held on May 4, 2023 This proxy is solicited by the Board of Directors
The undersigned shareholder of Wynn Resorts, Limited, a Nevada corporation (the “Company”), hereby appoints Craig S. Billings or Ellen F. Whittemore, and each of them, as proxies for the undersigned, each with full power of substitution, to attend the Annual Meeting of Shareholders of the Company to be held virtually at www.virtualshareholdermeeting.com/WYNN2023 on May 4, 2023, at 9:00 a.m., local time, (the “Annual Meeting”), and at any adjournment(s) or postponement(s) thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such Annual Meeting and otherwise to represent the undersigned at the Annual Meeting, with the same effect as if the undersigned were present. The undersigned instructs such proxies or their substitutes to act on the following matters as specified by the undersigned, and to vote in such manner as such proxies or their substitutes may determine on any other matters that may properly come before the Annual Meeting.The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and the accompanyingProxy Statement and revokes any proxy previously given with respect to such shares.
THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF THIS PROXY IS EXECUTED BUT NO SPECIFICATION IS MADE, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” ALL NOMINEES LISTED ON PROPOSAL NO. 1, “FOR” PROPOSAL NO. 2, “FOR” PROPOSAL NO. 3 AND FOR “EVERY ONE YEAR” ON PROPOSAL NO. 4 AND THEY WILL BE VOTED IN THE DISCRETION OF THE PROXIES OR THEIR SUBSTITUTES ON ANY OTHER MATTER AT THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. |
|
Continued and to be signed on reverse side
|