Steve Wynn’s ex-wife, Elaine, is challenging Wynn Resorts’ decision not to keep her seat on the board, and her campaign is heating up.
Elaine Wynn, who already renominated herself when the board decided not to, has now launched a campaign website, chock-full of stockholder information, voting details, and presentations on why she makes the best re-election candidate.
“Steve and I built this company together. While Steve has been the leader and corporate face of the company, I believe I have served as its human face for the last 13 years,” she wrote in a letter to stockholders.
Her proxy statement can be found here.
This turmoil inside the company is coming at the difficult time for the business. Wynn Resort’s stock is down more than 40 per cent in the past year, largely on losses in Macau.
On Monday, Elaine Wynn flew to New York, taking her fight to Wall Street and making some forceful arguments in her own favour, The Wall Street Journal’s Kate O’Keeffe reported.
For one thing, Wynn said, she’s the only director who’s willing and able to challenge the board’s leader — her ex-husband. (The two have encountered a number of challenges over the years: they have married and divorced twice since 1963.)
As the board’s sole female director, she said, she also has a unique understanding of the company’s female customers.
“These guys don’t know a Manolo Blahnik from a…flip flop,” the Journal quoted her as saying. Men are “happy to go to come to Macau or Las Vegas, but the women say, ‘Let’s stay at the Wynn.'”
Setting the tone at the top
Wynn Resorts, for its part, will release a letter on Tuesday urging stockholders to disregard Elaine Wynn’s proxy statement and assuring voters that they “recognise that gender diversity is important for the Board, not only to make sure that the Board and the Company benefit from diverse perspectives, but also to set the right ‘tone at the top.'”
The board’s nomination committee “intends to prioritise women and diverse candidates in its search, and WILL name one or more diverse directors to the Board by the end of 2015,” according to the letter.
Here’s how the board’s two current nominees, John J. Hagenbuch and J. Edward Virtue, stack up compared to Elaine, according to a presentation that Wynn Resorts will post on its website on Tuesday:
The letter also addresses the debate over whether or not Elaine Wynn has been an “independent” director (she says she is, the board says she demonstrates actual and potential conflicts of interest).
One major concern is a lawsuit that Elaine launched in 2012 to remove restrictions on her shareholding. If she wins, and is able to sell her shares, she could seriously damage Steve Wynn’s control of the company.
To this, Elaine writes, “my dispute with Steve is one between two stockholders who disagree over the continued validity of a stockholders agreement entered into long ago. It’s a stockholder-to-stockholder issue and not a Board issue.”
Elaine will need to beat at least one of the board’s nominees in the April 25 election in order to keep her spot.
But she can still count on her ex-husband’s powerful vote. The same shareholder agreement that Elaine is contesting in court contractually obligates the CEO to vote for her.