Wynn Resorts goes after Elaine Wynn over land deal, stock sale

Elaine Wynn speaks during a Las Vegas Metro Chamber of Commerce Business Power Luncheon at the Rio Wednesday, May 8, 2013.

Wynn Resorts made fresh accusations against Elaine Wynn’s track record today as part of the company’s ongoing effort to defeat her campaign to stay on its board of directors.

In a slide presentation for stockholders, Wynn Resorts said Elaine Wynn participated in company discussions to acquire more land on the Strip, even though her nephew was involved in a competing bid for the same site.

The company also accused her personal foundation of selling $10 million of stock at an inappropriate time.

The presentation said Elaine Wynn took part in board meetings “over the course of several years” that involved company plans to acquire additional land in Las Vegas. That land, the site where the New Frontier once stood, was eventually acquired by a group that includes former Wynn Resorts executive Andrew Pascal, who is Elaine Wynn’s nephew.

“At no time did Ms. Wynn recuse herself from the board discussions or inform the board that her nephew was involved in a competing bid,” the company said in its presentation.

Additionally, Wynn Resorts said Elaine Wynn “took the position that her personal foundation is not subject to the company’s insider trading policy” when the foundation sold $10 million of stock during a “blackout period” just before company earnings were announced.

In a separate letter to stockholders, Wynn Resorts sought to decisively rebut one of Elaine Wynn’s key platforms: that her removal would deprive the board of its only female member.

The company noted that women constitute 34 percent of its employees at the level of vice president or higher and 38 percent of its employees at the levels of executive director or assistant vice president.

That, Wynn Resorts said, reflects its commitment to diversity. The company also promised stockholders that it would name “one or more diverse directors” to its board by the end of this year.

The presentation and letter, both of which were filed with the Securities and Exchange Commission, come exactly one month before the April 24 meeting at which stockholders will ultimately determine whether Elaine Wynn keeps her board seat.

Elaine Wynn, the ex-wife of CEO Steve Wynn, and the company have fought publicly since the company revealed about three weeks ago that it wouldn’t renominate her to the board.

Much of the board’s reasoning for removing Elaine Wynn revolves around a lawsuit she filed against her ex-husband over a stockholder’s agreement that limits her ability to sell shares. The company says that suit hinders her ability to be an effective director; Elaine Wynn says it doesn’t.

In her own presentation for stockholders, also filed with the Securities and Exchange Commission today, Elaine Wynn reiterated her view that the lawsuit does not create a conflict of interest with regard to her work on the board. Her presentation called the board’s claims against her “confusing, incorrect and unsubstantiated.”

Her presentation also expanded on her role within the company. It describes Wynn Resorts as “a reflection of Steve and Elaine Wynn, with Elaine contributing uniquely through her creativity, dedication, and sensitivity to the interests of investors, employees, and customers.”

Among other contributions, the presentation credits Elaine Wynn with having had a “substantial and ongoing role” in company branding, providing “strategic input” about future development proposals and contributing substantially to public relations strategies, as well as major opening events.

Elaine Wynn has also created a website, elaineforwynn.com, that outlines her case for staying on the board.