Having previously embarked on what proved to be a successful campaign against a former director, Elaine Wynn is now pushing for the entire board of Wynn Resorts to stand for re-election on an annual basis.
In a filing with the Securities Exchange Commission on Monday, Wynn Resorts’ biggest shareholder and the former wife of founder Steve Wynn revealed that she wants the board to “have a greater sense of accountability to shareholders, which would be greatly enhanced by an annual election of all directors.”
She also pointed to a report on SharkRepellent.net stating that, as of 30 June 2018, approximately 89% of S&P 500 companies have boards that are elected annually.
Elaine Wynn’s stance follows a recent decision by the Wynn Resorts board not to appoint a candidate she was backing as Vice Chairman of the board. According to Elaine Wynn, “The reason provided for the board’s decision was that neither the Nominating and Corporate Governance Committee nor the full board wanted to bring in an outsider as a Vice Chairman, despite the candidate’s qualifications.
“The candidate had made a board leadership position (chair or vice chair) an express condition to his willingness to join the board, because he felt that a leadership role would be necessary for him to be in a position to help address the company’s regulatory issues.
“While the board offered the candidate a board seat, the board did so knowing that it would not meet the candidate’s condition, and he declined.”
Elaine Wynn has also asked the Wynn Resorts board to consult outside legal counsel in regards to any potential severance pay it may offer former Executive Vice President, General Counsel and Secretary Kim Sinatra, who announced last week that she was stepping down on 15 July 2018.
In particular, Elaine Wynn is urging the board to consider a “clawback provision” that may require Sinatra to cover any “departure-related payments” should it be determined that she didn’t cooperate with investigations into Steve Wynn while she was Wynn Resorts General Counsel or if the board later determines that there would have been grounds for a ‘for cause’ termination.”
Elaine Wynn has previously accused Sinatra of being aware of an alleged 2005 incident involving Steve Wynn and a manicurist in a Wynn Resorts salon. Sinatra has denied any such knowledge.
In May, another former Wynn Resorts director, John “Jay” Hagenbuch, announced his departure in the wake of a campaign against him by Elaine Wynn.
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