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Wynn Resorts 2020 Proxy Bmk.Pdf Building on a legacy of excellence 2020 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING In 2020, Wynn Resorts continues to build on our history of creating resorts of incredible beauty that deliver singular guest experiences, and combines that legacy with strategic development and capital deployment, and forward-focused business values. Our Path to Fit-for-Purpose Governance and ESG We continue to refine for accountability, responsibility and transparency Compensation Bylaws and Program Board Practices ESG 2018 2018 2018 Š Eliminated excise tax gross-ups Š Separated Independent Board Š Brought 20 megawatts of grid- and outsized change in control Chair and CEO roles connected solar online, offsetting payments for the CEO Š Commenced Board refreshment 75% of Wynn Las Vegas peak energy demand Š Added performance hurdles to and added five new Š previously granted time- Independent Directors Launched a Women’s Leadership vested equity Š Implemented mandatory Council to promote equality retirement age policy within the workplace Š Completed Encore Boston Harbor environmental clean-up; remediated 840,000 tons of soil and 24,000 sq. ft. of living shoreline 2019 2019 2019 Š Eliminated CEO-only perquisites Š Revised Corporate Governance Š Implemented new Diversity, guidelines to adopt the “Rooney Inclusion and Unconscious Bias Š Benchmarked CEO pay at Rule” in evaluating training for all employees peer median Board candidates Š Encore Boston Harbor certified Š Created multiple metrics for Š Set goal of 50% diversity as the largest LEED Platinum annual incentives among Directors building in New England Š Replaced multi-year cliff vesting Š Launched world’s largest onsite “mega grants” with regular water bottling plant at Wynn performance-based equity Macau to begin replacement of Š Aligned performance metrics to plastic water bottles with long-term strategic initiatives reusable glass Š Zero carbon/waste offset program launched by Wynn Meetings Las Vegas 2020 2020 Š Adopted Majority Voting Š Launch resorts-wide program to Standard for uncontested director eliminate single-use plastics elections Š Expand zero carbon/waste Š Amended Bylaws to require the program at Wynn Las Vegas and Board Chair to be an Encore Boston Harbor Independent Director Š Employ new technologies to Š Robust annual self-assessment of increase waste diversion rates the Board and each Committee Our Board engages with shareholders regularly to align its actions and inform its decisions Dear Fellow Shareholders, In the 18 months since I have been Chairman, I have had the opportunity to witness first-hand what I believe is the transformation of Wynn Resorts: combining the innovation and creative strength of our legacy with progressive changes we began implementing in 2018. What has impressed me the most in that process is the solid culture which has been built within the Company. It is a culture of values and principles — based on our legacy of excellence — that now permeates the enterprise. I’ll enumerate them for you the same way I hear our employees talk about them when I visit each of our resorts: - We are service driven, which means we care about everyone and everything at Wynn and treat everyone with dignity and respect. - We are dedicated to excellence and take personal responsibility for every detail. - We value artistry, and approach the creation of each guest experience as if it was a work of art. - We are progressive, in how we reward and value our teams and in how we devise new ways to serve our guests. It is this bedrock of values that has enabled us to respond so quickly to the coronavirus in Macau and in the United States, as our CEO Matt Maddox articulates in his letter accompanying this Proxy Statement. Upon those values we are also continuing to build an enduring business, sharpen our focus on capital deployment and growth opportunities, and expand our programs and capabilities to mitigate the risks of this new decade. Our capital investments have resulted in Wynn Resorts creating and operating the strongest collection of assets in our industry, due in large part to our in-house design and architecture teams. We lead the industry in investing in our physical assets and in our employees, which together create our signature guest experiences. Our executive team, under the direction of the Board, is infusing our company’s culture with strong ESG-centric values. Our focus on three key pillars — our people, our communities and our planet — enables opportunities for progressive change as well as risk mitigation. Our belief that “only people make people happy” means our employee education and development programs will always be a solid reinvestment for us. Our decision to retain our highly trained employee base by paying them during closure in Macau, Boston and Las Vegas will build upon our strong base of employee loyalty. Our employees, in turn, invest themselves in our communities, with more than 65,000 volunteer hours last year. I am proud that we are a leader in meaningful programs to both protect our planet, and in turn, our Company. The sustainability of our enterprise, similar to our environment, is increasingly dependent upon programs such as our solar farm in Nevada, waste reduction program in Macau and innovation energy storage in Boston. A rock-solid culture of excellence in execution led by our CEO Matt Maddox, combined with a senior leadership team focused on transformational growth opportunities and ready to tackle the unique obstacles we face today, gives me the confidence in our future, and pride in our foundation, that I hear from our employees. Philip G. Satre Non-Executive Chair of the Board Dear Fellow Shareholders: As I write this letter, we have taken the unprecedented action – unimaginable even a month ago – of closing our operations in Boston and Las Vegas to help slow the spread of the global coronavirus pandemic. We did not take this action lightly. Neither did we take it without extensive engagement with our health safety experts and with public officials, or seeking to understand the potential implications for the Company as a whole. But when we did take it, we were mindful that one of Wynn’s core values is to “care about everyone and everything” – and that this had become a moment in which we needed to act on that conviction. In closing these properties, we have limited opportunities for the coronavirus to spread. We help keep our employees and their families safe. And we help protect both our guests and the communities of Las Vegas and Greater Boston from a more serious threat. In the end, it was the view of our Board and management team that we needed to make these sweeping and fundamental, if temporary, changes to our business in order to help preserve it. A business bears special responsibility to its people, and to the communities in which it operates, during extraordinary times such as these. Our action does not stop with closure: as part of our commitment to care about everyone and everything, we’ve committed to pay all U.S. employees for 60 days, just as we continued to pay our employees during the Macau closure. Though it remains unclear what the future holds, there are a few things of which I am certain: We are seeing the benefits of a strong, revitalized culture. Two years ago, we dug deep and reoriented our Company toward values that would sustain us. We have been reaping the rewards ever since, especially when we as a company need to decide and mobilize behind what is the “right thing” to do. We will benefit for years from the employee loyalty this has created. We will bounce back even stronger for the way we have responded. Wynn Resorts will always benefit from treating our people the right way and demonstrating to our guests, regulators and communities that we are unafraid to do what is right. And because we will return with a highly motivated team of employees, we will be ready for our guests when they decide to travel again. We will continue to lead. We suggested to regulators in Boston that the only safe option was closure. We led that effort in Las Vegas. We relied on what we have learned in China and we did not hesitate to help others to understand the gravity of the situation. Wynn is known for leading the industry. We are not about to stop and we will no doubt lead the industry’s emergence from, and adaption to, this pandemic. You know we hold many truths at Wynn and one of them is “We Build Houses of Brick.” In the months and years ahead, I will be proud to look back on this moment as living proof of that statement. Sincerely, Matthew Maddox CEO Wynn Resorts, Limited Notice of Annual Meeting Our 2020 Annual Meeting will be held entirely online due to the public health impact of the coronavirus (“COVID-19”) outbreak to support the health and well-being of our shareholders, employees and directors. PURPOSE OF THE MEETING THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING PURPOSES: 1. To elect three Class III directors to serve until the 2023 Annual Meeting of Shareholders; 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers as described in the Proxy Statement; 4. To approve an amendment to our 2014 Omnibus Incentive Plan to increase the authorized shares by 1,500,000 shares; and 5. To consider and transact such other business as may properly come before the Annual Meeting, or at any adjournments or postponements thereof.
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