The board of Wynn Resorts has rejected a request by its co-founder and biggest shareholder, Elaine Wynn, to reopen the window in which shareholders can nominate directors in order to refresh the makeup of the board.
In a written response to a letter sent by Elaine Wynn earlier this week, Chairman of the Wynn Resorts board, D. Boone Wayson, described re-opening the nomination window as neither “appropriate or justified” and pointed to the appointment of three new female board members on Wednesday as evidence that the board was refreshing of its own accord.
“As you are aware, the director nomination deadline established under the company’s bylaws and disclosed in our 2017 proxy statement closed nearly three months ago, on 21 January 2018,” Wayson wrote.
“We do not believe that re-opening the advance notice nomination deadline is appropriate or justified. As we hope you will see from our announcement, following a deliberative process announced weeks ago we have made immediate and meaningful change to our board by adding three new highly qualified, diverse and independent directors. We welcome input from our shareholders and look forward to engaging with you constructively in the future.”
In her own letter to the board sent on Tuesday, Elaine Wynn had expressed her concern about the independence of current board members and called for them to either step aside or welcome multiple newly elected directors to restore its reputation.
“I am focused on maximizing the value of the company,” she said. “I am also the company’s co-founder, with an interest in fully restoring its reputation and in transforming it into a corporate governance leader.
“To achieve these goals, I believe that the company’s governance structure needs to be reformed and that the board of directors needs to be reconstituted. This should be done immediately and certainly before any material decisions are made that could affect the long-term interests of the shareholders.”
The following day Wynn Resorts announced the appointment of three new independent directors – Betsy Atkins, Dee Dee Myers and Wendy Webbas – which it said would diversify the gender, skills and experience of the board. It added that their appointment lifts its ratio of women on the board to 36%.
“We are confident that their extensive and wide-ranging expertize will provide fresh and valuable perspectives to support the company’s leadership team and business strategy,” Wayson said.
“To be clear, this is the first step in our effort to refresh the board. We intend to add additional new directors in the coming months. The board is committed to enhancing value for our shareholders, delivering superior experiences for customers and creating a supportive and inclusive environment for all of the company’s employees.”
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