Wynn Resorts, Limited (Nasdaq: WYNN) today announced it is streamlining its Board of Directors and increasing the percentage of independent directors as the Company pursues a growth strategy to expand into new jurisdictions. The Company, which had a 12-member Board including seven independent directors, has reduced the Board to nine members, including six independent directors.
Jay Hagenbuch has been appointed an independent Director and a member of the Audit Committee. Independent directors Russell Goldsmith and Allan Zeman have stepped down from the Board to devote more time to their other business commitments, and inside directors Linda Chen and Marc D. Schorr have stepped down from the Board to reduce the number of inside directors. Ms. Chen and Mr. Schorr will continue to serve as executives of the Company, and they and Mr. Zeman will continue as directors of Wynn Macau, Limited. Mr. Zeman will also continue to serve as Vice Chairman of Wynn Macau, Limited.
Wynn Resorts also announced that it is calling a Special Meeting of Stockholders to vote on a proposal to remove Kazuo Okada as a director. Mr. 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 Mr. Okada and affiliated entities under the Foreign Corrupt Practices Act in connection with their dealings with Philippine officials. If Mr. Okada is removed from the Wynn Resorts Board by a vote of two-thirds of the shareholders, the Board will be reduced to eight directors, including six independent directors.
“By streamlining the Board and eliminating an unsuitable director, the Company will be well positioned to capitalize on the enormous opportunities in the market and execute our ambitious expansion plans,” said Stephen A. Wynn, Chairman and Chief Executive Officer. “As part of our growth agenda, we are seeking regulatory approval in Pennsylvania and Massachusetts to open new gaming facilities – which would not be possible with an unsuitable director and which will benefit from a streamlined Board with greater independent representation.”