LAS VEGAS, April 5, 2016 /PRNewswire/ -- Supporting
documents have been filed with the Nevada Clark County Court on
behalf of Elaine Wynn, co-founder of
Wynn Resorts (NASDAQ: WYNN) (the "Company") and one of the
Company's largest shareholders, in conjunction with her amended
complaint against Stephen Wynn, the
Company's Chairman and CEO, Kimmarie
Sinatra, the Company's General Counsel, and Wynn Resorts,
Limited. The amended complaint charges Mr. Wynn, aided and abetted
by Ms. Sinatra, set a tone at the top of the Company that has given
rise to years of unchecked business activities and reckless
behavior within the Company. The amended complaint asserts
that the Board of Directors was intentionally kept in the dark by
Mr. Wynn and Ms. Sinatra and, as a result, failed consistently to
apply appropriate corporate governance standards. Only once –
in all of its meetings over a 14 year period -- did the Wynn
Resort's Board reject Mr. Wynn's so called recommendation, and that
was when he engineered Elaine Wynn's
ouster from the Board.
The supporting documents include sworn deposition testimony by
certain Wynn Resorts Directors, filed but with redactions pursuant
to the Court's Protective Order. Among the redacted excerpts
of deposition testimony filed are those of Wynn Resorts directors
Governor Robert J. Miller,
D. Boone Wayson and Dr. Ray R. Irani.
As noted in Ms. Wynn's motion for leave to amend filed in
conjunction with these supporting documents, "…depositions that
have been taken in recent weeks--consisting mostly of Wynn Resorts
Directors--revealed new facts that were not previously disclosed to
Ms. Wynn…And while Ms. Wynn did not have access to those facts
until the other Directors recently were deposed, no one on Mr.
Wynn's side can claim to be surprised by Ms. Wynn's amended
allegations; Mr. Wynn and Wynn Resorts are far more familiar with
the threat the Company faces from the pattern of misconduct
detailed in the amended pleading than Ms. Wynn…who was ousted from
her Director position for asking too many questions about the
Company's governance and losing the favor of the controlling
shareholder."
The motion notes: "Mr. Wynn will be hard pressed to point to a
single one of Ms. Wynn's new allegations as to which he does not
have far more access than she…As of the filing of this motion, only
nine depositions have been taken, and more than 20 are presently
scheduled…The Directors of Wynn Resorts in particular have recently
begun to collect and produce documents on their own behalf…Now that
discovery has finally begun, startling admissions by Wynn Resorts
Directors disclosed new facts…"
In her filings, Ms. Wynn makes clear that she did not raise
these claims earlier because she repeatedly sought to raise them
internally, and only after being rebuffed time and again, and then
ultimately ousted from the Board entirely, was she forced to
acknowledge that legal resolution of all of her claims was the only
solution. Among other things, as the amended complaint
acknowledges, she sought information on how decisions were made as
to what was disclosed to the Board, and was squarely rebuffed by
Ms. Sinatra; she requested the right to attend Audit Committee
meetings and was denied that right (and documents were then
shredded); she repeatedly raised issues about Marc Schorr, who Mr. Wynn was forced to fire;
she voted against Mr. Schorr when he was elected to the Board; and
raised issues as to the level of corporate expenditures. She
was anything but silent when she was a Board member. As the
amended complaint explains, Ms. Wynn had believed that "the issues
plaguing the operation of Wynn Resorts and the reckless risk-taking
of its Chairman and CEO Mr. Wynn could be addressed through proper
corporate processes and channels."
The amended complaint continues: "Mr. Wynn has intentionally
kept the Wynn Resorts Board in the dark and has turned the General
Counsel of the Company into his co-conspirator. He has
engaged in reckless, risk-taking behavior, leaving himself
vulnerable to allegations of serious wrongdoing – that he made a
multi-million dollar payment and used Company resources to silence
and that he did not properly disclose to the Board of
Directors. This and other such decisions have left the
directors and the Company vulnerable to potential liability and
regulatory exposure."
On March 28th, following the
filing of Ms. Wynn's amended complaint, Mr. Wynn publicly stated
that Ms. Wynn's amended complaint was nothing more than the
ruminations of a disappointed ex-wife and that there would be a
"comeuppance" for Ms. Wynn. Attempting to personally demean
the concerns of Ms. Wynn -- one of the Company's largest
shareholders -- speaks volumes about the head of this public
Company. His contempt for his largest investors hardly bodes
well for those with smaller stakes.
Steve Wynn also has claimed the
Stockholders Agreement is necessary to protect against a change in
control that could cause his involvement and unique expertise to be
lost to the business. Yet he himself has already breached the
Stockholders Agreement and misused it to stifle inquiry into the
Company's weaknesses in controls. Even if Mr. Wynn is such an
essential asset, as he purports to be, the unlawful Stockholders
Agreement is unnecessary. No stakeholder in Wynn Resorts
would intentionally destroy its value by eliminating his
involvement.
Media Contacts
Robert Siegfried/Ross Lovern
Kekst
robert.siegfried@kekst.com / ross.lovern@kekst.com
(212) 521-4800
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SOURCE Elaine Wynn