Nevada Gaming Regulator Concludes Investigation of Okada’s
Allegations Against Wynn Resorts Regarding University of Macau Donation;
Finds Allegations Unfounded
Federal Court Dismisses Shareholder Derivative Action Against Wynn
Resorts Based on Okada Allegations
ISS Recommends Wynn Shareholders Vote to Remove Okada from Wynn
LAS VEGAS--(BUSINESS WIRE)--Feb. 4, 2013--
Wynn Resorts, Limited (Nasdaq: WYNN) today reported three positive
recent developments for the Company and its shareholders in combating
the ongoing smear campaign against Wynn Resorts by Kazuo Okada.
First, the Nevada Gaming Control Board has informed Wynn Resorts that it
has concluded its investigation of allegations made by Okada against
Wynn Resorts regarding an allegedly improper donation made to the
University of Macau by Wynn Macau Ltd., and determined that Okada’s
allegations are unfounded.
Second, the United States District Court of Nevada granted Wynn Resorts’
motion to dismiss a shareholder derivative action against the Company
and members of its Board of Directors based on the Macau donation. The
Court ruled there was insufficient legal basis for the case to proceed.
Third, Institutional Shareholder Services Inc. (“ISS”), a leading proxy
advisory firm, has issued a report recommending that shareholders of
Wynn Resorts vote to remove Okada from the Board of Wynn Resorts at a
special meeting of shareholders to be held on February 22. Okada was
previously deemed unsuitable by the Wynn Resorts Board after a lengthy
investigation by former FBI Director Louis J. Freeh uncovered evidence
of improper conduct by Okada and affiliated entities in violation of
anti-corruption laws in their dealings with Philippine officials.
In its report, ISS concluded, “In light of the material risk that
Okada's directorship poses to the Company's ability to receive gaming
licenses in new jurisdictions and maintain its licenses for current
ones, ISS recommends that shareholders vote FOR the removal of Mr. Okada
as a director of the Company.”
The Company stated, “We are deeply gratified that Nevada gaming
regulators have rejected Mr. Okada's baseless allegations against our
Company, that a federal court has dismissed the complaint against our
Directors and that a leading proxy advisory firm is recommending Mr.
Okada's removal from our Board. Mr. Okada is an unsuitable person, and
we are seeking to remove him from the Board of Directors of Wynn Resorts
to protect the interests of the Company and our shareholders. We are
confident our shareholders understand the importance of removing him on
About Wynn Resorts
Wynn Resorts, Limited is traded on the Nasdaq Global Select Market under
the ticker symbol WYNN and is part of the S&P 500 and NASDAQ-100 Indexes.
Our Las Vegas operations (Wynn Las Vegas and Encore) feature two luxury
hotel towers with a total of 4,750 spacious hotel rooms, suites and
villas, an approximately 186,000 square feet of casino space, 32 food
and beverage outlets featuring signature chefs, an on-site 18-hole golf
course, meeting space, a Ferrari and Maserati dealership, approximately
94,000 square feet of retail space as well as two showrooms; three
nightclubs and a beach club.
Our Macau resort is a resort destination casino located in the Macau
Special Administrative Region of the People's Republic of China with two
luxury hotel towers (Wynn Macau and Encore) with a total of 1,008
spacious rooms and suites, approximately 265,000 square feet of casino
space, casual and fine dining in eight restaurants, approximately 54,600
square feet of retail space, recreation and leisure facilities,
including two health clubs and spas, a pool.
Additional Information and Where to Find It
Wynn Resorts has filed with the SEC a definitive proxy statement in
connection with the proposed removal of Mr. Okada from the board of
directors of Wynn Resorts. The definitive proxy statement was sent or
given to Wynn Resorts’ stockholders and contains important information
about the proposed removal of Mr. Okada. SECURITY HOLDERS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT CAREFULLY. The definitive proxy
statement and any other documents filed by Wynn Resorts with the SEC may
be obtained free of charge at the SEC’s website, at www.sec.gov.
In addition, security holders may obtain free copies of the definitive
proxy statement from Wynn Resorts by contacting Investor Relations by
mail at Attention: Investor Relations, 3131 Las Vegas Boulevard South,
Las Vegas, Nevada 89109.
Participants in the Solicitation
Wynn Resorts and its directors, officers and employees may be deemed to
be participants in the solicitation of proxies from Wynn Resorts’
stockholders in connection with the proposed removal of Mr. Okada from
the board of directors of Wynn Resorts. Information about Wynn Resorts’
directors and executive officers is set forth in its proxy statement for
its 2012 Annual Meeting of Stockholders, which was filed with the SEC on
September 20, 2012, and its Annual Report on Form 10-K for the year
ended December 31, 2011, filed on February 29, 2012, as amended on April
30, 2012. These documents are available free of charge at the SEC’s
website at www.sec.gov,
and by mail at Attention: Investor Relations, 3131 Las Vegas Boulevard
South, Las Vegas, Nevada 89109, or by going to Wynn Resorts’ Investor
Relations page on its corporate website at www.wynnresorts.com.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the transaction is included
in the proxy statement that Wynn Resorts filed with the SEC on January
Source: Wynn Resorts, Limited
Samanta Stewart, 702-770-7555
Verbinnen & Co.
George Sard/Alexandra LaManna