GGRAsia – Advice trumps feelings in proxy fight with ex: Steve Wynn

Advice trumps feelings in proxy fight with ex: Steve Wynn

Apr 17, 2015 Newsdesk Latest News, Macau, Top of the deck, World

Wynn Resorts Ltd’s founder and chairman Steve Wynn (pictured) says the professional advice of his independent directors outweighs the duty he feels to support his ex-wife Elaine Wynn as she seeks re-nomination to the casino firm’s board.

He said it is the board that has advised against supporting her, and he must be bound by that.

This week the issue spilled out of regulatory filings and onto the airwaves.

Mr Wynn said, during an interview on the Charlie Rose Show on Bloomberg Television aired on Wednesday, that he “didn’t happen to agree with” his firm’s independent directors regarding a decision to shrink the size of the company’s board and not re-nominate Ms Wynn as a director.

During the interview, Mr Wynn also said: “I did not [support the decision] and I am in an impossibly embarrassing position of either not supporting my former wife Elaine, which I am happy to do and obliged to do, or not supporting my board of directors.”

On Thursday Ms Wynn issued a press release – which she also filed with Nasdaq via Wynn Resorts – thanking her ex-husband for what she described as his “endorsement”.

“I thank Steve for his endorsement of my candidacy at the upcoming annual meeting,” said Ms Wynn in the statement. “Having co-founded Wynn Resorts with Steve, I believe he understands the knowledge and insight that I bring to the board and values the constructive dialogue and independent opinion that I am not afraid to share with him and the board.”

Mr Wynn issued a press statement carrying the same date, seeking to clarify his television interview remarks.

“My comments on The Charlie Rose Show should not be misconstrued,” said Mr Wynn’s statement.

“Decisions about nominations and re-nominations of directors are the responsibility of independent directors of Wynn Resorts. They have made the decision about the re-nomination of Elaine Wynn for the reasons which they have thoroughly and carefully explained to our stockholders. The company’s independent directors are focused on the best interests of our stockholders and fulfill their roles extremely well for our company. Under the stockholders agreement (which Ms Wynn seeks to invalidate through litigation), I am obligated to vote in favour of Ms Wynn’s re-election,” the Wynn chairman added.

“It is very important that all stockholders know that I have nothing but the highest respect for the independent directors, their business judgment and their overriding sense of fiduciary responsibility to Wynn Resorts and its stockholders,” stated Mr Wynn in the release.

The independent directors have said that an important element in the decision not to endorse Ms Wynn for re-election is litigation she is pursuing against the firm.

Ms Wynn is seeking to free herself from what Wynn Resorts says is an obligation to vote her 9.5 million shares in support of the 10 million held by Mr Wynn. Such an arrangement allows the ex-husband and ex-wife combined to retain the balance of voting power among the firm’s shareholders.

This week a third proxy advisory firm weighed into the Wynn board debate. The Associated Press reported that the Egan-Jones Ratings Co endorsed Ms Wynn’s candidacy.

Wynn Resorts Ltd – parent of Macau casino operator Wynn Macau Ltd – said in a filing to Nasdaq on Monday that Glass Lewis and Co, another proxy advisory firm, has recommended that Wynn Resorts stockholders vote for all of the firm’s director nominees in a proxy vote at the 2015 annual meeting of stockholders on April 24.

Wynn Resorts has nominated two existing directors – John J. Hagenbuch and J. Edward Virtue – to continue on the board for three-year terms.

On April 5, another proxy advisor, Institutional Shareholder Services Inc, recommended that Wynn Resorts’ stockholders withhold support for all candidates currently seeking a seat on the company’s board, as a form of protest at the governance of the company.