Wynn Resorts seeks to remove Okada at Feb. 22 meeting

Wynn Resorts Ltd., the gaming company controlled by Steve Wynn, scheduled a Feb. 22 shareholder meeting at Wynn Las Vegas to vote on the proposed removal of Kazuo Okada, one of the company’s co-founders, from the board of directors.

In a regulatory filing with the Securities and Exchange Commission on Thursday, the executive committee of Wynn Resorts’ board said it believes Okada has “not been acting in the best interests of the company and its shareholders.” The committee also claims Okada undertook certain acts despite “admonishments that all directors … are required to comply with company policy.”

The Las Vegas-based hotel-casino operator has been in several legal disputes with Okada since January 2012, when the chairman of Tokyo-based Universal Entertainment Corp. requested company documents related to a $135 million Wynn Resorts donation to the University of Macau Development Foundation.

Okada has denied any wrongdoing and has sued Wynn Resorts in the United States and Japan.

Wynn Resorts directors, with the exception of Okada, voted in February to declare him “unsuitable” after a yearlong investigation by former FBI director Louis Freeh concluded he gave cash and gifts totaling some $110,000 to gaming regulators in the Philippines.

The company seized Okada’s 20 percent stake in the company at a 30 percent discount. Wynn Resorts issued a promissory note with an amount of approximately $1.936 billion to Aruze USA Inc., a subsidiary of Universal, in redemption of its shares.

Okada in February was removed from the board of directors of Wynn Macau Ltd., a subsidiary of Wynn Resorts. As of Thursday, Okada was still listed as a director of Wynn Resorts on the company’s website.

Wynn Resorts owns and operates Wynn Las Vegas, Encore and Wynn Macau. The company is building a $4 billion resort on the Cotai Strip in Macau, as well as possible casinos outside Boston and in Philadelphia.

Universal is Japan’s largest producer of pachinko gaming machines. Aruze USA is a slot machine manufacturer in Las Vegas that has been licensed in Nevada since 2004.

“Mr. Okada’s conducts poses a present threat to the company’s reputation for probity, which is fundamental to preserving its current gaming licenses, applying for and receiving additional gaming licenses … in connection with future projects and maintaining its integrity and stature as a leader in the gaming industry,” the filing said.

The Nevada Gaming Control Board is investigating Wynn Resorts’ claims as well as “allegations that affiliates of Universal … made $40 million of payments in 2010 to Rodolfo Soriano, a former consultant to the Philippine Amusement and Gaming Corp, which regulates gambling in the Philippines,” the filing said.

Shares of Wynn Resorts gained $1.27, or 1.08 percent, to close at $119.34 on heavy volume of 1.71 million shares traded Thursday on the Nasdaq Global Select Market.

The company has yet to set a date to release its fourth-quarter and full year 2012 earnings. Analysts surveyed by Yahoo Finance expect fourth-quarter earnings of $1.28 a share on revenue of $1.28 billion, and 2012 earnings of $5.46 a share on revenue of $5.15 billion.

Contact reporter Chris Sieroty at
csieroty@reviewjournal.com or
702-477-3893. Follow
@sierotyfeatures on Twitter.

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