Love and Marriage, Wynn Style

The continuing saga surrounding Elaine Wynn and Wynn Resorts Ltd. has intensified, with the company releasing a proxy statement citing why she is not the best fit for the company's board. The couple is shown in happier times.

With much speculation surrounding the recent choice by Wynn Resorts Ltd. asking Elaine Wynn to step down, the company has cited corporate concerns for the reasoning. Wynn Resorts said “a change in control provision” could be seen if Elaine Wynn was allowed to “sell, gift or otherwise dispose” of any amount of her more than 9.5 million shares in Wynn Resorts.

Wynn Resorts said, “There can be no assurance that the company will be able to refinance the senior notes on terms as favorable as currently exist.” Elaine Wynn, however, is fighting to remain on the board, and has said her removal would eliminate “a strong, independent voice” from the board.

In a 55-page proxy, Wynn Resorts pointed to Elaine Wynn’s 2012 lawsuit against the company surrounding a restructuring being not in the best interest of the company’s stockholders. Elaine Wynn has long stated the only person with a stronger knowledge on both the company and the industry on the whole within Wynn Resorts is Chairman Steve Wynn.

The proxy statement also stated Elaine Wynn has “placed her individual interests ahead of her duties as a director.” The company has sent letters to stockholders, asking them to vote immediately for its two nominees, while Elaine Wynn also sent a letter, urging them to hold off until she send them her voting materials.

“Particularly in light of the company’s geographic expansion outside of Las Vegas, the Corporate Governance Committee believes that a candidate with broader experience could contribute meaningfully to the board’s work in connection with these important strategic initiatives,” Wynn Resorts said in the statement.

One argument from Elaine Wynn is that by her removal, the company will be losing the only female voice on the board, to which the company responded by saying 38 percent of senior leadership roles are women. Two of those roles are General Counsel Kim Sinatra, and Linda Chen, president of Wynn’s international marketing.

Wynn’s stock has declined 16 percent this year to $125.65 in New York.