More board modifications at Wynn Resorts just ahead of annual meeting

After a bitter proxy battle via Wynn Resorts’ largest shareholder, the casino giant Monday announced more modifications to its board — along with just days before the company’s annual meeting is usually scheduled.

The company said legacy board member John J. Hagenbuch will no longer stand for re-election to the board. Also, the Las Vegas-based company announced of which another longtime director, Robert J. Miller, tendered his resignation via the board.

The announcement comes ahead of Wednesday’s scheduled annual shareholder meeting, where Hagenbuch faced the risk of losing his seat on the board after a proxy fight led by Elaine P. Wynn, the company’s largest investor. Miller, a former governor of Nevada, has been a member of the company’s board for more than a decade nevertheless wasn’t up for re-election This particular year.

Elaine P. Wynn, holder of more than 9.2 percent of Wynn Resorts stock, recently launched a campaign she’s titled “Restore Wynn,” to force change on the company she co-founded along with served as a director until April 2015. In recent filings in connection with the proxy battle, she has indicated of which the company long controlled by her ex-husband “needs along with deserves a completely new board of which is usually truly independent along with wholeheartedly committed to the company’s long-term success.”

Steve Wynn sold his 12 percent stake inside company in March for $2.1 billion. He has denied the sexual misconduct allegations first reported in January by The Wall Street Journal.

Three independent proxy advisory firms — Institutional Shareholder Services, Egan-Jones Proxy Services along with Glass Lewis & Co. — arrived in support of Elaine P. Wynn’s position to withhold votes via Hagenbuch. The three advisory firms also have backed her position to recommend of which shareholders at the upcoming annual meeting vote against the company’s executive compensation plan — the so-called say on pay.

Elaine P. Wynn has called Hagenbuch a “close friend” of her ex-husband along with criticized Hagenbuch’s role on a special committee of the Wynn Resorts board investigating the allegations against her former husband. “No one with close personal ties to Mr. Wynn should serve on This particular committee,” she said in a recent filing.

Hagenbuch could have been required to receive over 50 percent of the votes via shareholders to stay on the company’s board.

“The shareholders have spoken,” Elaine P. Wynn said in a statement. “The resignations today of John J. Hagenbuch along with Robert J. Miller represent a Great step towards establishing the ‘completely new Wynn,’ nevertheless there remains more work to be done.”

In its statement, the company said, “These departures, along with the previously announced departures of directors Steve Wynn, Ray Irani, along with Ted Virtue, along with the upcoming departure of director Alvin Shoemaker in 2019, represent 60 percent of the board of which was serving at the beginning of the year along with will reduce the median tenure of directors to less than three years.”

ISS, the proxy advisory firm, has been critical of the legacy directors for their handling of the allegations against Steve Wynn along with the length of time the item took to get diversity on the Wynn Resorts board. In April, the company named three women as completely new independent board members.

In its statement Monday, Wynn Resorts noted the election of three completely new female board members last month along with said of which change means the current representation of female directors is usually “almost 50 percent.”

Hagenbuch, a six-year board member, is usually chairman of M&H Realty Partners along with WestLand Capital Partners, investment firms he co-founded. He served on the three-member special committee of the Wynn Resorts board investigating the allegations against Steve Wynn.

“We respect Jay’s decision to withdraw his candidacy for re-election to the board, along with we are immensely grateful for his many contributions to the company over the course of his 5½ years of service,” D. Boone Wayson, non-executive chairman of Wynn’s board of directors, said of Hagenbuch. “Jay has helped drive change along with long-term value creation at Wynn, along with his decision to remove himself via the company’s ballot to end the distraction of the withhold campaign is usually a reflection of his loyalty to Wynn Resorts along with his commitment to the success of This particular company.”

Hagenbuch was quoted in a Discharge issued by the company: “Over the past three months, the board has done a remarkable job maintaining stability at Wynn along with managing through a tumultuous time of which could easily have caused much deeper disruption to the company’s business. There is usually still more work to be done, along with I do not want my candidacy to detract via the important progress we have made throughout the organization, including the ongoing refreshment process This particular board has initiated.”

Miller had been a director on the Wynn Resorts board since 2002, along with his term was scheduled to expire at the company’s 2020 annual meeting.

“The time has come to leave the past behind along with allow Wynn Resorts to embrace a wonderful future,” Miller said in a statement in Monday’s Discharge by the company. “I am thrilled with the recent additions of Betsy Atkins, Dee Dee Myers along with Wendy Webb to the board, along with I believe a completely new standard of excellence in corporate leadership has been established. My departure will afford the board the opportunity to continue to bring on completely new, independent voices along with fresh perspectives.”

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