Disputes Rage, Intrigue Persist

By Josh Resnek 

All eyes caring about Wynn Resorts and their suitability for casino/hotel operations from Everett to Macau are awaiting the outcome of the company’s May 16 proxy battle.

The Wynn Resorts annual meeting will prove to be exciting, according to published reports from Las Vegas to Boston.

The meeting is all about the power of Wynn Resorts largest stockholder, Elaine Wynn and her ability to guide stockholders into a brave new world or to accept what the present leadership is doing.

Elaine Wynn apparently feels the vote to either retain or to deny John Hagenbuch’s legacy seat is all about the board protecting itself or working in the interest of the shareholders.

Hagenbuch is a best friend and board member appointed by Steve Wynn.

It is believed the two communicate all the time about everything.

Elaine Wynn wants him gone.

Elaine Wynn’s campaign is part of a broader plan, which she’s titled “Restore Wynn,” to force change on the company she co-founded and served as a director until April 2015. She believes the company long controlled by her ex-husband “needs and deserves a new board that is truly independent and wholeheartedly committed to the company’s long-term success.”

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

The present Wynn board is against Elaine Wynn’s intrusion into their running of the company.

Experts respected throughout the industry issuing reports on the company all agreed that Wynn Resorts was late to change itself following the appalling reports about Steve Wynn’s behavior and how his executives all backed him and others up when employees complained about sexual harassment and other issues.

“Though the board acted swiftly when faced with 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 and analysis released last week.

ISS also is critical of the legacy directors for their handling of the allegations and the length of time it took to get diversity on the Wynn Resorts board. In April, the company named three women as new independent board members and expanded its board.

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

Quite frankly, nearly everything having to do with the development in Everett relies upon the decision of the Massachusetts Gaming Commission and whether or not it finds Wynn Resorts suitable to hold a license.

That decision, which is coming shortly, is apparently based on determining if the information about wrongdoing left off the Wynn Resorts application by the present leadership team invalidates their license ownership and suitability.

Let’s see what happens.

Leave a Reply