Wynn Resorts co-founder Elaine Wynn is suing the company for refusing to release shareholder records ahead of this month’s annual general meeting.
Details of the complaint, filed with the Nevada state court, were announced by Elaine Wynn’s lawyers late Tuesday with Wynn Resorts’ largest shareholder seeking to compel the company to produce all shareholder materials that she is entitled to receive under Nevada law. The complaint also seeks to temporarily stay the 2018 annual general meeting, scheduled to take place on 16 May.
In particular, Elaine Wynn is accusing Wynn Resorts of rejecting her request for its “NOBO list” setting forth the name, contact information and number of shares owned by each beneficial owner of common stock who has not objected to having their name disclosed.
“Providing the NOBO list is standard practice under Delaware law and both Federal and State courts have ruled that shareholders of a Nevada corporation are entitled to the list,” the announcement from Elaine Wynn’s representatives states.
“Ms Wynn believes that the requested NOBO list is in the company’s possession and would not require the company to expend additional time or cost to produce. Moreover, she believes that the company is actively using this very list to communicate directly with Wynn Resorts’ shareholders – something Ms Wynn is unable to do, even though she is the company’s largest shareholder.”
The complaint relates to Elaine Wynn’s recently announced “Withhold the vote” campaign against current director John J Hagenbuch, who is up for re-election at this month’s AGM.
In an April filing, the former wife of Steve Wynn described Hagenbuch’s appointment to a special committee investigating sexual misconduct allegations against Steve Wynn as a deeply troubling conflict of interest. She also raised his service on the compensation committee since 2013.
“He was on the compensation committee when Mr Wynn’s pay was called into question in 2015,” she said. “The company did not hold a say-on-pay vote in 2015 or 2016 and at last year’s annual meeting, the say-on-pay proposal received only 59% support. This puts the company in the lowest 10% of Russell 3000 companies holding say-on-pay votes in 2017.”
Elaine Wynn’s latest complaint accuses Wynn Resorts of seeking to impede her “Withhold the vote” campaign.
“My sole focus is on increasing shareholder value, reforming the company’s corporate governance practices and restoring the company’s reputation,” she said.
“The company’s refusal to share the shareholder list is emblematic of the board’s overall poor corporate governance practices and heightens the urgency of my ‘Withhold the vote’ campaign. Wynn Resorts and its board must fulfill their legal, governance and fiduciary obligations to all shareholders.
“This is why I believe it is critical that the company release its NOBO list and other requested shareholder materials so that I can communicate with my fellow shareholders and ensure that our opinions are heard.”
Wynn Resorts has responded by calling for shareholders to re-elect the three directors up for re-election on 16 May.
“The board appreciates your investment in Wynn Resorts and we thank you for your support as we have navigated through a tumultuous time,” the company said in a separate filing.
“Today, we are a very different company than we were three months ago and we have a refreshed, diverse board in place that is committed to active oversight in leading the company forward. We have made great strides in restoring stability at Wynn, but we need your help to continue this progress.
“As you may have seen, Elaine Wynn – the former wife of our ex-Chairman and CEO – is running a ‘Withhold-the-vote’ campaign against Director John J Hagenbuch. We strongly believe a withhold vote is not in your best interest, and we urge you to vote the white proxy card FOR all three Wynn directors who are up for election on May 16 at the 2018 Annual Meeting of shareholders.”
