Date of Report (Date of earliest event reported): May 5, 2022
WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
Nevada
000-50028
46-0484987
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
3131 Las Vegas Boulevard South
Las Vegas,
Nevada
89109
(Address of principal executive offices)
(Zip Code)
(702) 770-7555
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01
WYNN
Nasdaq Global Select Market
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 5, 2022, Wynn Resorts, Limited (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The proposals voted upon at the Annual Meeting and the final results of the stockholder vote on each proposal, as certified by American Election Services, LLC, the independent inspector of elections for the Annual Meeting, were as follows:
Proposal 1: Election of Directors
Three persons were nominated for election as Class II directors, each to serve until the 2025 Annual Meeting of Stockholders. There were 18,617,283 broker non-votes with respect to each nominee. Craig S. Billings received 71,370,723 votes for and 1,383,060 votes withheld; Margaret J. Myers received 46,577,881 votes for and 26,175,902 votes withheld; and Winifred M. Webb received 71,209,296 votes for and 1,544,487 votes withheld.
Proposal 2: Ratification of Appointment of Independent Auditors
The proposal to ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved. There were 90,840,269 votes for, 380,217 votes against, and 150,580 abstentions.
Proposal 3: Advisory Vote to Approve the Compensation of Named Executive Officers
The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement was submitted to, and voted upon by, stockholders. There were 35,252,575 votes for, 37,028,024 votes against, and 473,184 abstentions. There were 18,617,283 broker non-votes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WYNN RESORTS, LIMITED
Dated: May 11, 2022
By:
/s/ Ellen F. Whittemore
Ellen F. Whittemore
Executive Vice President, General Counsel & Secretary
