Investor escalates Wynn fight with proposed board nominees

Kazuo Okada, the Japanese billionaire suing Wynn Resorts Ltd. for access to financial records, has escalated his fight with company founder Steve Wynn by proposing his own slate of candidates for Wynn’s board of directors.

In a Wednesday filing with the U.S. Securities and Exchange Commission, Okada’s Aruze USA Inc. said it supports three candidates to replace sitting board members when Wynn Resorts holds its 2012 shareholder meeting this spring. Four seats on the 12-member board are up for election, but Okada is not opposing re-election of one board member who may match his antipathy for Steve Wynn — the casino developer’s former wife, Elaine.

“Aruze is submitting these candidates for nomination to the company’s board of directors in order to strengthen the board and to provide strong, independent directors to enhance the company’s corporate governance and help lead the company in its future success,” the filing said.

Okada also proposed a fourth nominee in case Elaine Wynn doesn’t stand for re-election. None of the nominees was named in the filing.

The move would give Okada more influence on the board — five seats, including himself and Elaine Wynn – and it may be hard for Steve Wynn to block. An agreement signed in January 2010 requires Wynn, chairman and CEO, to vote his and his ex-wife’s shares in favor of Okada’s nominees “that represent a minority of the board,” the filing said.

Aruze is a slot machine manufacturer and a subsidiary of Okada’s Universal Entertainment Corp. Through his companies he owns nearly 20 percent of Wynn Resorts. Steve Wynn and Elaine Wynn each own about 9 percent.

Samantha Stewart, vice president of investor relations at Wynn Resorts, did not respond to a telephone message seeking comment.

Okada’s goal in opposing re-election of board members Linda Chen, John A. Moran and Marc D. Schorr is unclear, but he has made no secret of his dissatisfaction of the direction of the company.

Okada sued Wynn on Jan. 11 in Clark County District Court, seeking access to corporate finance records. The Japanese investor, who lives in Hong Kong, is particularly interested in details of the company’s $135 million donation to the University of Macau Development Foundation, which was announced last year.

Okada reportedly objected to the donation, which consisted of a $25 million contribution in May and a commitment for $10 million per year for 11 years.

He also wants to know how his investment of $30 million in Wynn Resorts to help develop a Macau casino project in 2002 was used, according to court records.

Wynn Resorts said Okada had received details about the donation and has called the lawsuit an attempt to “deflect attention” from a dispute between Okada and other Wynn directors over Okada’s effort to build the Manila Bay casino in the Philippines, a move Wynn Resorts claims would compete with its Macau properties.

According to Wynn Resorts, Okada was removed as the board’s vice chairman in October, but he is still listed as a director.

Wynn Resorts shares rose $4.91, 4.39 percent, Wednesday to close at $116.81 on the Nasdaq Global Select Market. The gaming company hasn’t announced a date to release fourth-quarter or 2011 earnings.

Analysts surveyed by Yahoo Finance expect the company to report fourth-quarter earnings of $1.28 per share on estimated revenue of $1.35 billion. For 2011, Wynn Resorts is expected to post earnings of $5.32 a share on revenues of $5.29 billion.

Contact reporter Chris Sieroty at
csieroty@reviewjournal.com or 702-477-3893.

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