Wynn Resorts Ltd. Files Definitive Proxy Statement (DEF 14A)

Ticker: WYNN · Form: DEF 14A · Filed: Mar 20, 2024 · CIK: 1174922

Wynn Resorts Ltd DEF 14A Filing Summary
FieldDetail
CompanyWynn Resorts Ltd (WYNN)
Form TypeDEF 14A
Filed DateMar 20, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$946.2 m, $257.4 million, $953.9 million, $600 million, $900 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Wynn Resorts, Executive Compensation, Shareholder Meeting

TL;DR

<b>Wynn Resorts Ltd. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023.</b>

AI Summary

WYNN RESORTS LTD (WYNN) filed a Proxy Statement (DEF 14A) with the SEC on March 20, 2024. The filing is a Definitive Proxy Statement (DEF 14A) for Wynn Resorts Ltd. The report covers the fiscal year ending December 31, 2023. Key dates include the filing date of March 20, 2024, and the period of report as May 2, 2024. The company's principal executive offices are located at 3131 Las Vegas Boulevard South, Las Vegas, NV. The filing includes detailed information on executive compensation and equity awards for 2022 and 2023.

Why It Matters

For investors and stakeholders tracking WYNN RESORTS LTD, this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it outlines proposals to be voted on at the annual meeting, including the election of directors and executive compensation details. Understanding the executive compensation and equity awards, as detailed in this filing, can provide insights into management's performance expectations and alignment with shareholder interests.

Risk Assessment

Risk Level: low — WYNN RESORTS LTD shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the proxy statement to understand director nominations and executive compensation plans before the annual meeting.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Company Fiscal Year End)
  • 2024-03-20 — Filing Date (Date the document was filed)
  • 2024-05-02 — Period of Report (The period that the filing is reporting on)

Key Players & Entities

  • WYNN RESORTS LTD (company) — Filer
  • DEF 14A (document) — Form Type
  • 2024-03-20T00:00:00.000Z (date) — Filed as of date
  • 2024-05-02 (date) — Period of report
  • 3131 LAS VEGAS BOULEVARD SOUTH (address) — Business Address
  • LAS VEGAS (location) — City
  • NV (state) — State
  • 7027707555 (phone) — Business Phone

FAQ

When did WYNN RESORTS LTD file this DEF 14A?

WYNN RESORTS LTD filed this Proxy Statement (DEF 14A) with the SEC on March 20, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by WYNN RESORTS LTD (WYNN).

Where can I read the original DEF 14A filing from WYNN RESORTS LTD?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by WYNN RESORTS LTD.

What are the key takeaways from WYNN RESORTS LTD's DEF 14A?

WYNN RESORTS LTD filed this DEF 14A on March 20, 2024. Key takeaways: The filing is a Definitive Proxy Statement (DEF 14A) for Wynn Resorts Ltd.. The report covers the fiscal year ending December 31, 2023.. Key dates include the filing date of March 20, 2024, and the period of report as May 2, 2024..

Is WYNN RESORTS LTD a risky investment based on this filing?

Based on this DEF 14A, WYNN RESORTS LTD presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant operational changes, indicating a low level of immediate risk.

What should investors do after reading WYNN RESORTS LTD's DEF 14A?

Shareholders should review the proxy statement to understand director nominations and executive compensation plans before the annual meeting. The overall sentiment from this filing is neutral.

How does WYNN RESORTS LTD compare to its industry peers?

Wynn Resorts operates in the hospitality and gaming industry, which is subject to regulatory oversight and economic conditions affecting consumer discretionary spending.

Are there regulatory concerns for WYNN RESORTS LTD?

As a gaming and hospitality company, Wynn Resorts is subject to extensive regulation by gaming commissions in the jurisdictions where it operates.

Industry Context

Wynn Resorts operates in the hospitality and gaming industry, which is subject to regulatory oversight and economic conditions affecting consumer discretionary spending.

Regulatory Implications

As a gaming and hospitality company, Wynn Resorts is subject to extensive regulation by gaming commissions in the jurisdictions where it operates.

What Investors Should Do

  1. Review the detailed executive compensation tables for 2022 and 2023.
  2. Examine the proposals to be voted on at the upcoming shareholder meeting.
  3. Note the company's principal business address and contact information.

Key Dates

  • 2024-03-20: Filing Date — Date the DEF 14A was filed with the SEC.
  • 2024-05-02: Period of Report — The period for which the proxy statement is relevant.
  • 2023-12-31: Fiscal Year End — The end date of the fiscal year being reported on.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine proxy statement, and does not represent a change from previous filings in terms of its nature or purpose.

Filing Stats: 4,501 words · 18 min read · ~15 pages · Grade level 12.6 · Accepted 2024-03-20 16:06:45

Key Financial Figures

  • $946.2 m — ITDAR(1) at our Las Vegas Operations of $946.2 million, over 18% greater than 2022, the
  • $257.4 million — y EBITDAR(1) at Encore Boston Harbor of $257.4 million Successfully navigated post-COVID reop
  • $953.9 million — strong Adjusted Property EBITDAR(1) of $953.9 million Pursuing Growth Opportunities Broke g
  • $600 million — uidity position through the issuance of $600 million of convertible bonds in Macau and the r
  • $900 million — le bonds in Macau and the repurchase of $900 million of aggregate principal amount of senior
  • $0.25 — umed Wynn Resorts quarterly dividend at $0.25 per share and opportunistically repurch
  • $195.5 million — share and opportunistically repurchased $195.5 million of shares, representing approximately 2

Filing Documents

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES Summary Compensation Table 49 Discussion of 2023 Summary Compensation Table 50 2023 Grants of Plan-Based Awards Table 51 Option Exercises and Stock Vested in 2023 53 Potential Payments Upon Termination, Retirement or Change in Control 53 CERTAIN RELATIONSHIPS AND TRANSACTIONS 58 PAY RATIO DISCLOSURE 59 PAY vs. PERFORMANCE 60

SECURITY OWNERSHIP

SECURITY OWNERSHIP 64 Certain Beneficial Ownership and Management 64 Delinquent Section 16(a) Reports 65 ITEMS TO BE VOTED ON Proposal 1: Election of Directors 67 Proposal 2: Ratification of Appointment of Independent Auditors 67 Proposal 3: Advisory Vote to Approve the Compensation of Named Executive Officers 70 Proposal 4: Approval of an Amendment to the 2014 Omnibus Incentive Plan to Increase the Authorized Shares by 2,000,000 Shares 71 GENERAL INFORMATION 80 Our 2024 Annual Meeting of Shareholders 80 Voting and Solicitation 80 How You Can Vote 81 Revocability of Proxies 81 Participating in the Annual Meeting 82 Proxy Procedure and Expenses of Solicitation 82 Shareholder Nominations and Proposals 82 Annual Report 83 Householding 83 Other Business 83 APPENDIX A A-1 Appendix A: Wynn Resorts, Limited Second Amended and Restated 2014 Omnibus Incentive Plan A-1 References in this Proxy Statement to "Wynn," "Wynn Resorts," the "Company," "we," "us" or "our" refer to Wynn Resorts, Limited and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to the "Board" refer to our Board of Directors. Table of Contents Table of Contents Table of Contents Table of Contents 2023 Highlights Financial Results Achieved highest-ever Adjusted Property EBITDAR(1) at our Las Vegas Operations of $946.2 million, over 18% greater than 2022, the previous record Achieved record Adjusted Property EBITDAR(1) at Encore Boston Harbor of $257.4 million Successfully navigated post-COVID reopening in Macau, generating strong Adjusted Property EBITDAR(1) of $953.9 million Pursuing Growth Opportunities Broke ground and made considerable progress on the construction of Wynn Al Marjan Island, our 40%-owned planned integrated resort in the UAE Continued to pursue downstate New York gaming license in partnership with Related Companies to devel

: Gender Identity

Part I: Gender Identity FEMALE MALE Directors Betsy S. Atkins Patricia Mulroy Margaret J. Myers Winifred M. Webb Craig S. Billings Richard J. Byrne Paul Liu Philip G. Satre Darnell O. Strom

: Demographic Background

Part II: Demographic Background African American or Black — Darnell O. Strom Asian — Paul Liu White Betsy S. Atkins Patricia Mulroy Margaret J. Myers Winifred M. Webb Craig S. Billings Richard J. Byrne Philip G. Satre 2024 PROXY STATEMENT 3 Table of Contents Director Biographies Biographical and other information for our directors is provided below. Betsy S. Atkins Chief Executive Officer and Founder, Baja Corporation Ms. Atkins has been Chief Executive Officer of Baja Corporation, an independent venture capital firm focused on technology, renewable energy and life sciences, since 1994. Ms. Atkins currently serves as a director of SL Green Realty (since April 2015), Solaredge Technologies, Inc. (since June 2021), Enovix Corporation (since July 2021) and Rackspace Technology, Inc (since June 2023). PREVIOUS EXPERIENCE –January 2016 to March 2022: Director, Volvo Car Group –2016 to October 2018: Director, Cognizant Technology Solutions –February 2009 to August 2009: Chair and Chief Executive Officer, Clear Standards (until acquired by SAP) –1991 to 1993: Chair and Chief Executive Officer, NCI, Inc. –1989 to 1999: Co-founder, Director, Executive Vice President Sales, Marketing, International Operations, Ascend Communications (until acquired by Lucent Technologies) –Previously served as director of Schneider Electric, HD Supply Holdings, Polycom, SunPower, Chico's FAS, Ciber, Darden Restaurants and NASDAQ –Formerly Chair, Executive Advisory Board, SAP, AG, and Chair, Executive Advisory Board, British Telecom and presidential-appointee to the Pension Benefit Guaranty Corporation advisory committee EDUCATION Ms. Atkins graduated with a B.A. from the University of Massachusetts. EXPERTISE Ms. Atkins brings to our Board executive leadership and operational experience in various technology, food & beverage and retail industries, as well as significant public board experience and executive compensation, sustainability and enterprise r

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