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Elaine Wynn Off Wynn Resorts Board

Updated at 1:10 p.m., March 4

Wynn Resorts Ltd. has moved to block Elaine Wynn, a major shareholder and ex-wife of company chairman Steve Wynn from its board. It’s just the latest issue for the casino operator with resorts in Macau and Las Vegas.

The board decided not to re-nominate Elaine Wynn, who has served since 2002 and whose term expires at the company’s next annual meeting at Encore on April 24, according to a regulatory filing.

"She's been a board member since 2002, but she helped found the company," Howard Stutz, gaming columnist with the Las Vegas Review-Journal, told KNPR's State of Nevada. "Steve Wynn always claims that he bought the Desert Inn ... as a birthday gift to Elaine, which became Wynn Las Vegas and Encore."

The board said the nominating committee cited concerns about Elaine Wynn, including a 2012 lawsuit she filed against her ex-husband to change a longstanding stockholders agreement.

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The dispute dates back to an agreement the couple had with Kazuo Okada, who was an early investor on Wynn Resorts. The agreement gave Steve Wynn control over shares held by all three. Elaine Wynn owns 9.54 million shares of WYNN valued at the close of the Nasdaq market Wednesday at about $1.26 billion.

Steve Wynn is fighting her lawsuit to change the agreement, while Okada’s holding was redeemed by the company in a separate dispute. Wynn Resorts also said in a filing Friday with the Securities and Exchange Commission that the board has cited Elaine Wynn’s lack of independence under Nasdaq-listing standards and the impact of the dispute on “the atmosphere in and effectiveness of her participation on the board.”

"The nominating committee decided that for many reasons not to renominate her," Stutz said. "One of those reasons is that she has a lawsuit out against Steve over a shareholder agreement. They've also been pushing  that they want more independent board members. She's an insider."

Elaine Wynn is also the only woman on the company's board of directors.  If she loses her seat, Steve Wynn would be the only inside director on the board.

Elaine Wynn, 71, told the Las Vegas Review-Journal that she has devoted her life to “making this company a success.” Besides her position as a shareholder and board member, Elaine Wynn is also chairman of the Nevada State Board of Education.

“I am reviewing all of my options,” Elaine Wynn said.

Stutz told KNPR's State of Nevada the question is: does Elaine Wynn want to sell out at some point?

"She's talking now about putting herself up for election to the board," Stutz said. "Nobody really knows what she is going to do. She is the second largest shareholder behind Steve (Wynn). It will play out through April and the shareholder meeting. We'll see where it goes from there."


Howard Stutz, gaming columnist, Las Vegas Review-Journal

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