Wynn Resorts proxy fight heads to shareholder vote next week

Also, she’s asked of which shareholders vote against approving the company’s executive compensation plan — the so-called say on pay. Three independent proxy advisory firms — Institutional Shareholder Services, Egan-Jones Proxy Services in addition to also Glass Lewis & Co. — have come out in support of her position on rejecting the say-on-pay proposal in addition to also to withhold votes coming from Hagenbuch.

Hagenbuch, a six-year board member, is usually chairman of M&H Realty Partners in addition to also 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.

Hagenbuch didn’t respond to requests for comment because of This specific story.

Wynn Resorts defends Hagenbuch, stating in recent documents in connection with the proxy contest of which “Jay has the experience to effectively identify in addition to also manage Wynn’s risk exposures in addition to also attendant vulnerabilities.”

In a letter to shareholders Thursday, Wynn Resorts’ board said Elaine Wynn’s “campaign has been entirely disingenuous in addition to also is usually only serving to undercut the stability in addition to also progress we are creating to transform Wynn Resorts.” Also, This specific said, “her goal to ‘Restore Wynn’ reflects an insensitivity to the needs of the company at This specific important juncture.”

Added Wynn Resorts’ letter, “Both ISS in addition to also Glass Lewis have focused on the point of which Elaine Wynn was a member of the board coming from 2002 to 2015, in addition to also of which she herself bears some responsibility for some of the past vestiges for which she right now criticizes the board.”

Elaine Wynn, who holds a more than 9.2 percent stake in Wynn Resorts, sees the vote to oust Hagenbuch coming from the board as a referendum on the company’s additional legacy directors who oversaw the investigation into her ex-husband as well as the company’s response to the allegations. She reportedly learned about an alleged sexual misconduct incident involving her ex-husband in 2009 in addition to also reportedly told the company’s general counsel.

“Though the board acted swiftly when faced that has a crisis, the legacy directors apparently failed to change the batteries of the smoke detectors well before the fire broke out,” said ISS, the proxy advisory firm, in its recommendation in addition to also analysis released last week.

ISS also is usually critical of the legacy directors for their handling of the allegations in addition to also the length of time This specific took to get diversity on the Wynn Resorts board. In April, the company named three women as fresh independent board members in addition to also expanded its board.

“When the legacy directors decided to remove Elaine Wynn coming from the board in 2015 (thus eliminating all gender diversity coming from the board), This specific took them nearly twice as long to appoint 1 woman director, Patricia Mulroy, as This specific took the board to appoint Betsy Atkins, Dee Dee Myers, in addition to also Wendy Webb last month,” ISS said in its analysis.

CFRA’s Amobi calls the addition of the three female directors “a significant step to kind of ease some of those concerns in terms of the overall [corporate] governance situation.”

Shares of Wynn Resorts were down nearly 3 percent on Friday yet the stock remains up 16 percent so far This specific year, easily outperforming the S&P 500 index.

Morningstar analyst Dan Wasiolek said the campaign by Elaine Wynn can be viewed as a distraction, in addition to also there are others, too.

“Obviously, the company has had to deal that has a lot — dealing with gaming regulators, updating its board of directors in addition to also continuing to review of which process,” said Wasiolek. “yet the company seems to be executing within of which environment.”

The proxy fight by Elaine Wynn comes as there’s still uncertainty about Wynn Resorts’ existing gaming licenses in addition to also its $2.5 billion casino resort project in Massachusetts. On Monday, the Massachusetts Gaming Commission agreed to take Steve Wynn’s name off the gaming license for Wynn Resorts’ planned casino in Boston, yet This specific may not be enough to close the investigation.

Wynn Resorts’ fresh CEO, Matt Maddox, last month sought to distance the company coming from Steve Wynn by telling the commission of which management had taken several steps, including corporate culture in addition to also dropping the “Wynn” name coming from the planned Wynn Boston Harbor project, which is usually scheduled to open in June 2019.

“This specific seems This specific’s not just about Steve Wynn, yet This specific’s also about what was or what wasn’t presented to the gaming regulators at the time they were issuing the licenses,” said Morningstar’s Wasiolek.

The Massachusetts gaming regulator told CNBC on Wednesday its “investigation is usually active in addition to also ongoing.” in addition to also Nevada’s casino regulator said Thursday there remains “an active investigation” into the Las Vegas-based company.

“The company continues to fully cooperate with the Nevada in addition to also Massachusetts investigations,” said Michael Weaver, a Wynn Resorts spokesman.

One risk is usually regulators could force more alterations on the board in addition to also the leadership team who were on the gaming application.

Ultimately, some analysts believe Wynn Resorts will be forced to sell or break up the company.

Jefferies analyst David Katz said the company today lacks its “chief visionary in addition to also [its] chief diplomat” — Steve Wynn — in addition to also over time “won’t be able to grow from the same ways in addition to also therefore capture the same multiple of which This specific has historically. in addition to also therefore, they’re going to conclude of which the better option is usually to sell the company, either in whole or in parts, eventually.”

The company’s Macau business is usually seen as especially attractive, perhaps, yet Wynn Macau’s license is usually set to expire in 2022. There have also been reports the company’s Boston Harbor property under construction may be sold. yet CEO Maddox insisted in April in an appearance on CNBC’s “Squawk Box” of which “Boston is usually not up for sale.”

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