Elaine Wynn, largest-single shareholder in casino operator Wynn Resorts Ltd, has issued a statement welcoming a recommendation by a leading proxy advisory firm that investors should withhold voting for Jay Hagenbuch as a director of the group at the annual general meeting on May 16.
Wynn Resorts is the parent of Macau casino operator Wynn Macau Ltd.
On May 3 Glass, Lewis & Co LLC also recommended that shareholders vote against approval of Wynn Resorts’ say-on-pay proposal at the annual meeting due to be held in Las Vegas, Nevada.
Ms Wynn said in a statement filed on May 4: “I am pleased that the need to enhance Wynn’s long-term value, eliminate the risk of long-time directors making short-sighted decisions, restore the company’s reputation, and transform it from a corporate governance laggard into a corporate governance leader has been recognised, and urge shareholders to support my ‘withhold the vote’ campaign against Mr Hagenbuch.”
Wynn Resorts had earlier the same day said in a filing it was “disappointed” at Glass Lewis’s recommendation regarding Mr Hagenbuch.
“While we appreciate that Glass Lewis recognises the sweeping initiatives the board has undertaken in less than three months, we are disappointed that they have failed to acknowledge the important contributions that Jay Hagenbuch has made in helping to drive positive change at Wynn,” said the casino firm.
Ms Wynn – ex-wife of the group’s ousted founder Steve Wynn, and who controls 9.25 percent of Wynn Resorts – has repeatedly claimed that its board remains in totality too close to Mr Wynn.
The Glass Lewis’s report also recalled that Ms Wynn served as a Wynn Resorts director from 2002 to 2015, “during which Wynn [Resorts] maintained … restrictive corporate governance provisions.”
“[W]e continue to take a fairly dim view of language that seems to exculpate Ms Wynn of her shared responsibility for Wynn’s more regressive machinery,” stated the report.
In late April Ms Wynn had urged the firm’s shareholders to block the re-election of current board member John J. Hagenbuch. A week prior to that call, the firm had rejected a request by Ms Wynn to reopen the window in which shareholders can nominate directors.
Mr Hagenbuch – who has served as a director since 2012 – is up for re-election at the May 16 meeting. He is a member of a special committee set up by the firm to probe allegations of sexual misconduct against former chairman and chief executive Mr Wynn. The latter has denied the claims, but resigned from the group in February and has since sold his entire stake in the firm.
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Wilfred Wong Ying Wai
President and chief operating officer of Macau-based casino operator Sands China