Wynn Resorts asks shareholders to back board member Elaine Wynn wants out

Wynn Resorts Ltd. called on shareholders Wednesday to re-elect John Jay Hagenbuch to the board as it battles an attempt by Elaine Wynn to push him out.

“Given Jay’s key board role and deep institutional knowledge, withholding your vote for him would only serve to undercut the progress Wynn is making,” the company said in a Wednesday filing.

Elaine Wynn, the company’s largest shareholder, is asking shareholders to withhold their vote for the private equity investor and friend of her ex-husband, Steve Wynn. The vote will be held May 16 during the company’s annual shareholders meeting.

Elaine Wynn has said the company needs to remove more directors close to founder and former chairman Steve Wynn, who stepped down in February amid sexual harassment allegations.

Wynn Resorts has expanded its board from 10 to 11 and hired three female directors over the past month in an attempt to strengthen the board.

The company has said it will make more board changes this summer. Director J. Edward Virtue will step down from the board on May 16, opening another seat.

Chief Executive Officer Matt Maddox and General Counsel Kim Sinatra told the Massachusetts Gaming Commission last week that the 30 percent change in board members it just carried out is about all that a public company can handle at one time.

Important contributions

The casino operator said Hagenbuch has made “important contributions” to the board over his 5½ years, including instigating a regular dividend policy and streamlining capital investments.

Hagenbuch is chairman of the audit committee and a member of the board’s special committee investigating allegations of sexual harassment against Steve Wynn.

Elaine Wynn has said Hagenbuch can’t be impartial on the special committee because of his long-term friendship with Steve Wynn.

Both Wynn Resorts and Elaine Wynn will be directly contacting shareholders over the next two weeks in the runup to the vote.

Lawsuit filed

Elaine Wynn filed a lawsuit Tuesday night demanding the company hand over a list of its shareholders for her to solicit.

The 76-year old said she had requested the information a week ago. Wynn Resorts said it responded that it would “make available all of the records required under Nevada law.”

She accused Wynn Resorts on Wednesday of not “acting in good faith” and trying to impede her efforts by delaying the release.

Wynn Resorts said her request went beyond the demands of Nevada law, but would give her access to the information anyway to end the conflict.

“We have set up a secure website containing (the lists) that you have requested. We provide this information, to which your client is not entitled under the statute, to put an end to this unnecessary distraction,” lawyers for Wynn Resorts said in a letter Wednesday to Elaine Wynn’s lawyers.

The company then called on Elaine Wynn to end her latest lawsuit.

“Just hours after learning the litigation had been filed, the company suddenly discovered the law and then admonished me for failing to communicate,” she said.

A spokeswoman for Elaine Wynn said Wednesday night that the lawsuit had not been withdrawn.

Contact Todd Prince at tprince@reviewjournal.com or 702-383-0386. Follow @toddprincetv on Twitter.