Casino operator Wynn Resorts Ltd. announced that the company is reducing its Class I board members from three to two, removing Elaine Wynn as director.
In a proxy filing with the Securities and Exchange Commission on Friday, the board decided not to re-nominate Elaine Wynn—the former wife of company Chairman and CEO Steve Wynn—after her term expires at the company’s next annual meeting on April 24.
The Nominating and Corporate Governance Committee cited several reasons including a 2012 lawsuit she filed against her ex-husband to change a longstanding stockholders agreement, “actual or potential conflicts,” and her “lack of independence under Nasdaq listing standards and resulting inability to serve on key board committees.”
“This news is extraordinarily disappointing, not just because I, as the co-founder of Wynn Resorts, have devoted my life to making this company a success, but because the decision excludes the last woman director from the board,” Elaine Wynn said in statement emailed from Southern California attorney and political strategist Mark Fabiani on Monday. “I am reviewing all of my options.”
Elaine Wynn also told the company, in a letter dated Feb. 13, that if the board failed to nominate her to serve another three years as a director, she would nominate herself and deliver a proxy statement to stockholders.
Wynn Resorts Spokesman Michael Weaver said on Sunday that the company wouldn’t comment about the details of the proxy statement. “Steve Wynn supported the candidacy of Elaine Wynn; but the board, as a whole, accepted the recommendation of the nominating and corporate governance committee in electing to reduce the number of inside directors and not re-nominate her.”
Aside from reducing the number of its Class I Board members, Wynn also announced in its filing that Wynn Palace’s estimated development cost has changed from $4b to $4.1b, a 2.5% increase. The opening of the casino would also be delayed until the first half of 2016, instead of the initial plan to open before the 2016 Chinese New Year, which will fall on Feb 8.
