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Elaine Wynn seeks restructuring of current Wynn Resorts board

Elaine Wynn is proposing an immediate restructuring of the Wynn Resorts Ltd. board of directors to restore its reputation.

The letter to the board was part of a Securities and Exchange Commission filing on Tuesday, a day after she and her ex-husband, former Wynn Resorts Chairman and CEO Steve Wynn, formally announced a settlement of court claims in a breach-of-contract civil lawsuit.

Elaine Wynn is asking the board to reopen the window during which shareholders can nominate directors and propose other business at the upcoming annual meeting. She said she does not intend to seek a board position.

The cutoff for nominations and scheduling meeting business was Jan. 21. Wynn Resorts hasn’t scheduled its annual meeting, but in the past, they have usually been conducted in May.

Wynn Resorts officials had no immediate comment on the letter.

“I believe that the company’s governance structure needs to be reformed and that the board of directors needs to be reconstituted,” she said in the letter. “This should be done immediately and certainly before any material decisions are made that could affect the long-term interests of the shareholders.”

She suggested a 60-day reopening of the nomination process “to allow a fully vetted nomination process to occur.”

Elaine Wynn, currently the company’s largest shareholder, said she would nominate candidates that are independent of her, the company and Steve Wynn.

Steve Wynn is no longer a company shareholder.

“The nominees would be highly respected and, in most cases, have significant public company experience,” the letter said. “They would have the requisite expertise and experience to help the company address both its opportunities and challenges. The nominees would help the board conform to current best practices with respect to diversity and would be selected with a view to applicable licensing requirements.”

She asked for a response from the board by April 24 at 2 p.m. local time.

Elaine Wynn said she wants a reconstituted board in place before any material decisions about transactions — including reports of a potential sale of Wynn Boston Harbor — are considered.

“I raise this because of various market rumors and the Bloomberg headline of April 13 reading ‘Wynn Resorts CEO Maddox Says Boston Casino Sale Possible,’” her letter said.

Reports of a potential sale of the $2.4 billion Boston project, some naming MGM Resorts International as a prospective buyer, have swirled since leaders in Massachusetts have given indications they may consider disciplinary action against the company over allegations that Steve Wynn sexually harassed employees over several decades and failed to disclose a settlement payment to an alleged harassment victim.

Contact Richard N. Velotta at rvelotta@reviewjournal.com or 702-477-3893. Follow @RickVelotta on Twitter.

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