Board games continue at Wynn Resorts

By Harrison Sayers

Wynn Resorts has announced that one of its directors, John J. Hagenbuch will not be standing for re-election to its board of directors, with this announcement coming on the same day that fellow Director Robert J. Miller tendered his resignation from the board.

This latest double departure follows a period of departures  by senior board members, including those of Steve Wynn, Ray Irani, and Ted Virtue, while Wynn Resorts director Alvin Shoemaker has also confirmed he will step down  from his role in 2019.

Speaking about the departure of Hagenbuch, D. Boone Wayson, Non-Executive Chairman of Wynn's Board of Directors said: "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. 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." 

Commenting on his decision Hagenbuch added: "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."

Wynn Resorts has been in a state of flux ever since sexual misconduct allegations were first levelled against the company’s founder and then CEO Steve Wynn.

In April the Wynn Resorts Board, seeking to redress its tarnished image elected three new female non-executive directors: Betsy Atkins, Dee Dee Myers and Wendy Webb.

Elaine Wynn became Wynn Resorts largest shareholder following her ex-husband’s sale of shares and departure as CEO, and has been keen to distance the company from its current brand image.

Leading a campaign called ‘Restore Wynn’, she has called for the wholesale restructuring of the company’s existing governance structure and its board of directors, a move which has put her at loggerheads with Wynn Resorts board.

This was most recently illustrated in her call to shareholders to withhold votes required to reinstate Hagenbuch as a director during the company’s recent annual general meeting.

Last month, Wynn bemoaned the influence of previous directors on the business, saying that "Several longstanding legacy directors still wield significant influence at the company. This is especially true of Mr. Hagenbuch, who serves on the special committee responsible for overseeing the investigation into allegations of Mr. Wynn's sexual harassment and on the compensation committee, which is responsible for the company's executive compensation practices that proxy advisory firms have viewed as highly problematic." 

Along with the departures, which represent 60% of the Board that was serving at the beginning of the year, Wynn Resorts has also confirmed the reduction of the median tenure of directors to less than three years. 

Speaking about his departure from Wynn Resorts board, Robert J Miller added: "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."

 

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