Elaine Wynn wants board reshuffle

Monday 16th of April 2018

Elaine Wynn, co-founder of Wynn Resorts and ex-wife to Steve Wynn is pushing for a restructure in the company’s corporate governance through a shake up of the board of directors.

Only a day after Ms. Wynn drop her claims against her ex-husband over a breach of their stockholders agreement, Ms. Wynn wrote a letter to the board of directors with an intention to put forth independent directors on the board.

“I write to you in my capacity as the largest shareholder of Wynn Resorts… with an interest in fully restoring its reputation and in transforming it into a corporate governance leader.”

“To achieve these goals, I believe that the Company’s governance structure needs to be reformed and that the board of directors needs to be reconstituted. This should be done immediately and certainly before any material decisions are made that could affect the long-term interests of the shareholders.”

Ms. Wynn said there were two ways that this could be achieved. The first would be to reopen the window for shareholders to nominate directors ahead of the upcoming annual general meeting.

The other way, would be for the board to “take steps that would allow for a majority of the board to be comprised of new directors effective at the 2018 annual meeting.” Ms. Wynn said this could be done through declassifying the board, or for the board to increase its size such that the newly elected directors would constitute a majority of the board.

Ms. Wynn said that once the window for nominations and proposals are opened, it is her intention to put forth candidates that would be independent of herself, the company and Steve Wynn.

The nominees would also be highly respected and, in most cases, have significant public company experience.

Ms. Wynn reiterated that she does not intend to nominate herself, or anyone closely associated to her, personally or professionally.

“Because all of the candidates I nominate would, by definition, be new to the board, they would not be in a position to have their independence questioned due to excessively long tenure — unlike some of the incumbent directors who have served for over 15 years,” she said.

Earlier this week, Ms. Wynn and Steve Wynn decided to end their long standing legal battle through a settlement agreement.

The legal battle between the two began in 2012 when Elaine sued her ex-husband for breaking a 2010 shareholder agreement which prevented one party from selling shares without permission from the other.

In February this year, Steve Wynn and Elaine Wynn agreed to terminate the eight-year old shareholder agreement, days after the gaming mogul resigned as CEO and Chairman of Wynn Resorts following sexual harassment allegations laid against him. Steve Wynn subsequently sold his shares, with Macau’s Galaxy Entertainment taking on an almost 5 percent stake in the U.S. operator.

Elaine Wynn is understood to have wanted to sell her shares in Wynn Resorts into order to pursue philanthropic ventures.

On Wednesday, the settlement agreement between the two saw Ms. Wynn releasing any and all claims that Mr. Wynn had breached their stockholders agreement.

Ms. Wynn has also released her claims against Wynn Resorts and Kim Sinatra, the General Counsel for Wynn Resorts, relating to Mr. Wynn's alleged breach of that agreement.

At the same time, the company and Ms. Sinatra have released their claims brought against Ms. Wynn, thereby finally resolving all claims in that litigation, it said.

Under the terms of the settlement, neither Wynn Resorts or Ms. Sinatra made any payment.

Wynn has two IRs in Macau and is seeking a license in Japan. It’s unclear what impact the recent turmoil will have on its chances.

Movers & Shakers Court case Settlement Litigation