In a surprise move just two days before its annual meeting, Wynn Resorts Ltd. announced the resignation of two directors, including one who co-founder Elaine Wynn urged shareholders to vote against.
John Hagenbuch, a real estate investor from Ketchum, Idaho, decided that he would no longer stand for re-election at the annual meeting scheduled for Wednesday. Robert Miller, a former Nevada governor, also tendered his resignation.
The company is trying to bounce back from a sexual-harassment scandal involving former Chief Executive Officer Steve Wynn, who is Elaine’s ex-husband, and board changes have been touted by the company as a sign of progress. Wynn Resorts noted on Monday that the two departures, combined with others announced earlier, mean that 60 percent of the Wynn Resorts board has changed since February.
Elaine Wynn had described Hagenbuch as a crony of her ex-husband.
“I do not want my candidacy to detract from the important progress we have made throughout the organization, including the ongoing refreshment process this board has initiated,” Hagenbuch said in a statement.
Steve Wynn resigned in February following allegations of sexual harassment that went on for decades. Since then, Elaine Wynn has put pressure on the company to make more sweeping changes. In opposing Hagenbuch’s re-election, she said he was a longtime friend of her ex-husband and faced conflicts of interest. The director served on a special committee investigating claims against the former CEO.
Fate Was Sealed
Steve Wynn, who sold all his stock in the company but only after the date of record for the annual meeting, chose not to vote his shares. Elaine Wynn, now the company’s largest individual stockholder, won support for Hagenbuch’s ouster from all three of the big proxy advisory firms, making it very unlikely the director would have won.
Wynn Resorts argued before casino regulators — and to shareholders — that the company has cleaned house. It has appointed three new female directors to the board and settled long-running litigation with Elaine Wynn and Universal Entertainment Corp., an early investor. Wynn Resorts, which owns luxury casinos in Las Vegas and Macau, even took the founder’s name off a $2.5 billion resort that it’s building in Massachusetts.
Still, outsiders, such as the shareholder advisory firm Egan-Jones Proxy Services, agreed with Elaine Wynn.
A vote against Hagenbuch “will send a clear signal that the board needs to be refreshed, not only with new members, but with new ideas and perspectives to rebuild Wynn’s reputation,” the adviser said in a report last week.
Elaine Wynn lost her seat on the Wynn Resorts board in 2015 after the board declined to nominate her. Shareholders didn’t support her campaign to be reinstated.
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