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Three firms split on Elaine Wynn’s board candidacy

steve and elaine wynn


The high-profile boardroom battle between Wynn Resorts’ board of directors and dissident board member Elaine Wynn will come to an end Friday morning, but not before both sides fired off more volleys in advance of the company’s annual shareholders meeting.

As things stand now, three companies that advise shareholders how to cast their votes in the way they believe the company would be best managed are split. One company supports Wynn Resorts’ director nominees; one backs Wynn; and one suggests withholding votes for any of them.

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Earlier this month, San Francisco-based Glass Lewis, an independent proxy advisory firm, recommended that stockholders vote for Wynn Resorts nominees John Hagenbuch and J. Edward Virtue when they bring their proxy cards to the Encore Theater.

Days later, a separate adviser, Haverford, Pa.-based Egan-Jones Proxy Services, offered its opinion that Elaine Wynn was the best choice for shareholders.

Neither side of the proxy fight is giving in.

The company praised the Glass Lewis opinion, which came after another proxy firm earlier recommended that shareholders withhold their votes for the company-recommended picks and Wynn, but criticized the Egan-Jones remarks.

The company, affirming the Glass Lewis report, said its corporate governance committee intends to search for new independent director candidates in the year ahead, emphasizing that they will prioritize women and diverse candidates in its search — a response to criticism Wynn has leveled in her fight to maintain her seat.

“We are pleased that Glass Lewis recommends that Wynn Resorts stockholders vote on the white proxy card, ” the company said in a statement.

“Glass Lewis’ endorsement reaffirms the board’s recommendation that Wynn Resorts’ stockholders vote for the company’s two highly qualified director nominees, Messrs. Hagenbuch and Virtue.”

They weren’t as happy with Egan-Jones.

“We strongly disagree with Egan-Jones’ recommendation, ” the company said in a statement. “In addition to failing to recognize Elaine Wynn’s inherent conflict of interest, Egan-Jones also failed to give proper weight to the board’s commitment to search for new independent director candidates, prioritizing women and diverse candidates, and to increase the board’s size accordingly by the end of 2015.”

Egan-Jones in its report recommended clients not vote for Hagenbuch and Virtue and suggested Elaine Wynn as the better choice.

“The manner in which the existing board has handled the company’s third-largest shareholder and fellow board member, Elaine P. Wynn, the resulting proxy contest, all too public dispute and the continuing multiyear decline in the company’s stock price, compel us to support the dissident, ” Egan-Jones said in an e-mailed report.

Elaine Wynn also made a late push, distributing a letter to shareholders, who will vote Friday with colored proxy cards. Those supporting Hagenbuch and Virtue are white; Wynn produced her own proxy cards that are gold-colored.

“The final week of this campaign is now upon us and within a few short days, we will know if I have the good fortune of continuing to serve you as a member of the Wynn Resorts board of directors, ” Wynn’s letter said. “While incredibly difficult at times, the proxy process has been a tremendous learning experience for me, ” she said. “My commitment to this company and to you, my fellow stockholders, has only strengthened throughout this proxy fight. I am more confident than ever that I am the candidate who brings the most value to the Wynn Resorts board of directors.”

Wynn has said as a co-founder and third-largest shareholder, she has “unique insight into the skills required to successfully fill key positions and maintain the company’s stellar track record.”

Wynn’s ex-husband, company chairman and CEO Steve Wynn, will vote his shares for her.

“My unique relationship with the chairman also contributes to the significance of my role in succession planning discussions, ” she said in her letter to shareholders. “For the last 50 years, I have been his business partner, adviser and confidant. I am an expert on Steve Wynn; I know his strengths and challenges and how both have helped make our company the iconic brand it is today.”



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