Elaine Wynn has described the move to exclude her – as currently the only woman – from the board of casino operator Wynn Resorts Ltd, as “bad business”.
In a new proxy filing on Tuesday to Nasdaq – urging shareholders to ignore the board’s advice and re-elect her as a director – she also describes the reasons advanced by the company for seeking to remove her from the board as “confusing and misleading”.
Ms Wynn – former wife of the firm’s founding chairman and chief executive Steve Wynn – also questions the assumption that were she not to vote her 9.5 million shares in support of the 10 million held by Mr Wynn, it would potentially trigger a “change of control” provision under the terms of the company’s outstanding debt securities.
In a Monday filing the firm cited a lawsuit Ms Wynn initiated in 2012 – seeking to free her from earlier shareholder agreements requiring her to vote her shares with Mr Wynn – as a reason for not renominating her as a director. The issue of updating the board will be voted upon at an annual meeting of shareholders on April 24.
Ms Wynn states in the filing regarding the “change of control” risk: “…such a violation could be prevented by my agreeing to let Mr Wynn vote fewer shares than he now does, but still a sufficient number to ensure that our combined share total is larger than that of the next-largest stockholder. While such an agreement cannot be certain, as the second and third largest stockholders of the company, respectively, Mr Wynn and I have every incentive to arrive at an agreement and avoid triggering a covenant violation.”
Ms Wynn also refuted the idea that she has put her personal interests ahead of the company’s.
“I believe that no one else at the company, other than the chairman and CEO, is more knowledgeable about its history, its operations, its customers, or its award-winning staff,” she stated.
“For me, board membership isn’t some professional title; it’s a labour of love to which I am wholeheartedly devoted and have the tenure to prove. As stated in the company’s prior proxy statements, my four decades of experience in the gaming and hospitality businesses have been valuable to the board and important in the continued development of the Wynn brand.”
She also stated that her proposed exclusion from the board would mean “an appalling lack of diversity”.
“We are a global consumer-oriented company that strives to appeal to both men and women and, as a result, I think it is vital that the views of 50 percent of the population be represented on the board. In my opinion, the exclusion of any diverse voices from the board is not just a symbolic misstep, it’s bad business,” Ms Wynn added in her proxy filing.
In Monday’s filing, Wynn Resorts said it had established a comprehensive corporate governance framework, “with policies and programmes designed not only to satisfy the extensive regulatory requirements applicable to our business but also to build value for the company’s stockholders, customers, and employees”.
The firm added that the corporate governance committee views that Ms Wynn “is not meaningfully contributing to the board’s discussion and work, which is increasingly conducted at the board committee level, in which Ms Wynn is unable to participate due to Ms Wynn’s lack of independence under Nasdaq listing standards and resulting inability to serve on any existing board committees”.
Wynn Resorts has nominated two existing directors – John Hagenbuch and J. Edward Virtue – to continue on the board for three-year terms.
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