Wynn Resorts, Limited today announced that Director John J. Hagenbuch has decided not to stand for re-election to the Board of Directors at the Annual Meeting of Shareholders on May 16, 2018. Director Robert J. Miller has also tendered his resignation from the Board. These departures, along with the previously announced departures of directors Steve Wynn, Ray Irani, and Ted Virtue, and the upcoming departure of director Alvin Shoemaker in 2019, represent 60% of the Board that was serving at the beginning of the year and will reduce the median tenure of directors to less than three years. In April 2018, the Board elected three new female directors, resulting in a current representation of female Board members of almost 50%.
“We respect Jay’s decision to withdraw his candidacy for re-election to the Board, and we are immensely grateful for his many contributions to the Company over the course of his 5½ years of service,” said D. Boone Wayson, Non-Executive Chairman of Wynn’s Board of Directors. “Jay has helped drive change and long-term value creation at Wynn, and his decision to remove himself from the Company’s ballot to end the distraction of the withhold campaign is a reflection of his loyalty to Wynn Resorts and his commitment to the success of this Company.”
Pat Mulroy, Chair of the Board’s Special Committee and member of the Nominating and Corporate Governance Committee, said, “I commend Jay and Bob for their strong stewardship on the Board and for always putting the best interests of the Company and its shareholders first. Jay was a superb Chairman of the Audit Committee and an invaluable member of the Special Committee – his wisdom, thoughtfulness and commitment to an objective process will be sorely missed. Bob, as the longest serving director of this Company, added incredible value to our process and work. I am grateful to have had the honor of working with them.”
Hagenbuch said, “Over the past three months, the Board has done a remarkable job maintaining stability at Wynn and managing through a tumultuous time that could easily have caused much deeper disruption to the Company’s business. There is still more work to be done, and I do not want my candidacy to detract from the important progress we have made throughout the organization, including the ongoing refreshment process this Board has initiated. Wynn Resorts is a strong company, poised for long-term growth and superior shareholder value creation, and I am proud to have served on its Board.”
Wayson continued, “Bob Miller has been a strong member of this Board for over a decade, and his contributions have been invaluable. He has served as the Chair of both our Nominating and Compliance Committees and as Lead Director, dedicating enormous time and energy to advance the interests of shareholders throughout his tenure. His resignation at this time further underscores his full support of the process we have initiated to continue to move Wynn forward and we are indebted to him for his service.”
Miller said, “The time has come to leave the past behind and allow Wynn Resorts to embrace a wonderful future. I am thrilled with the recent additions of Betsy Atkins, Dee Dee Myers and Wendy Webb to the Board, and I believe a new standard of excellence in corporate leadership has been established. My departure will afford the Board the opportunity to continue to bring on new, independent voices and fresh perspectives. I have been proud to be part of one of the world’s finest resort companies and have the utmost confidence in our Board and management team’s ability to successfully remake Wynn for the future.”