Wynn Resorts board member at center of proxy battle won't seek re-election; second longtime director resigns

After a bitter proxy battle from Wynn Resorts' largest shareholder, the casino giant Monday announced more changes to its board — and just days before the company's annual meeting is scheduled.

The company said legacy board member John J. Hagenbuch will no longer stand for re-election to the board. Also, the Las Vegas-based company announced that another longtime director, Robert J. Miller, tendered his resignation from the board.

The announcement comes ahead of Wednesday's scheduled annual shareholder meeting, where Hagenbuch faced the risk of losing his seat on the board after a proxy fight led by Elaine P. Wynn, the company's largest investor. Miller, a former governor of Nevada, has been a member of the company's board for more than a decade but wasn't up for re-election this year.

Elaine P. Wynn, holder of more than 9.2 percent of Wynn Resorts stock, recently launched a campaign she's titled "Restore Wynn," to force change on the company she co-founded and served as a director until April 2015. In recent filings in connection with the proxy battle, she has indicated that the company long controlled by her ex-husband "needs and deserves a new board that is truly independent and wholeheartedly committed to the company's long-term success."

Steve Wynn sold his 12 percent stake in the company in March for $2.1 billion. He has denied the sexual misconduct allegations first reported in January by The Wall Street Journal.

Three independent proxy advisory firms — Institutional Shareholder Services, Egan-Jones Proxy Services and Glass Lewis & Co. — came out in support of Elaine P. Wynn's position to withhold votes from Hagenbuch. The three advisory firms also have backed her position to recommend that shareholders at the upcoming annual meeting vote against the company's executive compensation plan — the so-called say on pay.

Elaine P. Wynn has called Hagenbuch a "close friend" of her ex-husband and criticized Hagenbuch's role on a special committee of the Wynn Resorts board investigating the allegations against her former husband. "No one with close personal ties to Mr. Wynn should serve on this committee," she said in a recent filing.

Hagenbuch would have been required to receive over 50 percent of the votes from shareholders to stay on the company's board.

"The shareholders have spoken," Elaine P. Wynn said in a statement. "The resignations today of John J. Hagenbuch and Robert J. Miller represent a good step towards establishing the 'New Wynn,' but there remains more work to be done."

In its statement, the company said, "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 percent 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."

ISS, the proxy advisory firm, has been critical of the legacy directors for their handling of the allegations against Steve Wynn and the length of time it took to get diversity on the Wynn Resorts board. In April, the company named three women as new independent board members.

In its statement Monday, Wynn Resorts noted the election of three new female board members last month and said that change means the current representation of female directors is "almost 50 percent."

Hagenbuch, a six-year board member, is chairman of M&H Realty Partners and WestLand Capital Partners, investment firms he co-founded. He served on the three-member special committee of the Wynn Resorts board investigating the allegations against Steve Wynn.

"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," D. Boone Wayson, non-executive chairman of Wynn's board of directors, said of Hagenbuch. "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."

Hagenbuch was quoted in a release issued by the company: "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."

Miller had been a director on the Wynn Resorts board since 2002, and his term was scheduled to expire at the company's 2020 annual meeting.

"The time has come to leave the past behind and allow Wynn Resorts to embrace a wonderful future," Miller said in a statement in Monday's release by the company. "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."

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