U.S.-based casino operator Wynn Resorts Ltd announced on Monday that Phil Satre would be joining the firm’s board as vice chairman. The company said additionally that Daniel Boone Wayson, current chairman of the board, is expected to step down before the end of this year.
“The board of directors plans to appoint Mr Satre to succeed Mr Wayson as chairman of the board,” the company said in a press release. Mr Wayson is expected to step down as chairman “no later than December 31, 2018” but will remain on the board, said the firm in a separate filing.
The boardroom changes were described as a collaborative effort between Wynn Resorts and the company’s majority shareholder, Elaine Wynn, as part of what the company described as a cooperation agreement between the parties, dated August 3.
Mr Satre is a former chief executive of Harrah’s Entertainment, now called Caesars Entertainment Corp. He was until Monday chairman of casino equipment maker International Game Technology Plc.
The executive is also president of the National Center for Responsible Gaming in the United States. He is described has having served in various leadership roles in the gaming industry for more than 25 years.
Ms Wynn had previously suggested the appointment of Mr Satre as chairman or vice chairman of Wynn Resorts, but the board had reportedly rejected her proposal.
Wynn Resorts is the parent company of Macau casino operator Wynn Macau Ltd. Japanese brokerage Nomura said in a Monday note, referring to the expiry in 2022 of Wynn Macau’s current Macau gaming rights: “While Mr Satre does not have direct experience as an operator in Macau, his gravitas should lend credibility in the coming concession renewal discussions with the government.”
Mr Wayson said in a prepared statement included in Monday’s release: “The addition of someone of Phil’s calibre and experience is a significant step forward for Wynn Resorts as we turn the page on the last six months. He added: “Our goal is to give the management team, led by CEO Matt Maddox, an opportunity to grow and develop this company to its greatest potential.”
Mr Wayson noted in his remarks that the appointment of Mr Satre was “the result of a collaborative effort with co-founder Elaine Wynn, which I believe will serve as the beginning of a constructive and unified effort by all parties to move the company forward.”
Commenting on the appointment, Ms Wnn said: “I have long respected Phil as a leader in the gaming industry and am confident that his addition to the company’s leadership team, coupled with the plans laid out by management, will bring the company tremendous success in the years to come.”
In Monday’s filing, Wynn Resorts stated the details of the cooperation agreement signed with Ms Wynn. Under the agreement, the businesswoman has agreed to enter a standstill period, ending on the later of the company’s 2020 annual shareholder meeting or the date Mr Satre ceases to be chairman of the company.
According to the filing, the standstill restrictions state that Ms Wynn’s ownership of Wynn Resorts is capped at her current 9.9 percent. She also agreed not to nominate more directors to the firm’s board, not to enter a proxy battle with the company, and nor to seek to influence the firm’s management or any business policies.
Ms Wynn also agreed to vote her shares in accordance with the board’s recommendations with respect to election and removal of directors, stated the filing.
“Each party agreed not to pursue any legal proceeding against the other party or its representatives during the standstill period,” said Wynn Resorts filing. Ms Wynn will be reimbursed for as much as US$5 million in expenses she incurred to launch a proxy fight related to the company’s 2018 annual meeting and to negotiate the agreement announced in Monday’s filing.
Ms Wynn also agreed not to join groups seeking a takeover of Wynn Resorts until 2020. Brokerage Deutsche Bank Securities Inc said in a note on Monday that this particular clause “had received some additional attention”.
“While this could very well be customary language in an agreement of this sort, we believe any commentary around transactions involving Wynn Resorts are likely to raise the antennas of the investment community,” wrote analysts Carlo Santarelli and Danny Valoy.
Wynn Resorts had been under pressure from Ms Wynn, a co-founder of the firm, to bring in new faces at senior level since the publicity given in January to allegations that former chairman and chief executive Steve Wynn had sexually harassed employees. The entrepreneur has denied the claims, and eventually left the firm in February.
The structure of the Wynn Resorts’ board has changed dramatically over the past three months, with 60 percent of the directors that had been in place at the start of the year now having departed. Kim Sinatra, until July 15 Wynn Resorts’ executive vice president, general counsel and secretary, was the latest senior executive to leave the company.
The casino company announced in April the appointment of three new directors for its board, all of them women.
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"Our main focus is just making sure – and particularly within Australia – to the maximum extent possible, that we can have uniformity [among different jurisdictions]"
Chief executive of the Australia-based Gaming Technologies Association