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Elaine Wynn Denies Casino Operator’s Accusations

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Elaine Wynn Denies Casino Operator’s Accusations

Wynn Resorts Ltd. co-founder Elaine Wynn Wednesday denied the casino operator’s accusations of improper activity and sought shareholders’ support to keep her board seat.

Ms. Wynn, the company’s third-largest shareholder, said in a letter to stockholders that the board “has repeatedly presented a number of insinuations that are without factual basis” and that it was going to “reckless lengths” to exclude her as a director. Wynn Resorts said Wednesday that it stands by its recent communication to stockholders.

The casino operator made the allegations against Ms. Wynn on Tuesday, just after she had arrived in New York to solicit support for her re-election to the board. The company’s claims raised the stakes in an increasingly bitter battle that has pitted the casino operator and its chairman and chief executive, Steve Wynn, against Mr. Wynn’s former wife.

Wynn Resorts’ board said last month that it had decided not to renominate Ms. Wynn, who has been a director for more than a dozen years, when her term expires April 24, coinciding with the annual meeting. Ms. Wynn then nominated herself for the seat and began campaigning, touting her decades of experience, passion and independence, and her role as the company’s sole female director.

In a slide presentation posted Tuesday to the Wynn Resorts website outlining “key considerations” ahead of the annual meeting, the company listed among its concerns with Ms. Wynn an allegation that she had sold $10 million of shares through her personal foundation during a “blackout period” ahead of the company’s earnings release, during which directors are forbidden by company policy to sell common stock.

The company also accused Ms. Wynn of improper behavior regarding a land deal, alleging she had for several years participated in board meetings in which Wynn Resorts’ plans to acquire property in Las Vegas were discussed while failing to disclose that her nephew was involved in a competing bid which ultimately prevailed.

Ms. Wynn Wednesday said that she is not involved in any foundation matters involving company shares and that the Wynn Resorts board “has been fully aware that the sale by the Foundation takes place each year and that the proceeds go to philanthropic causes.” She added that a company lawyer “knew about the Foundation’s sale of shares during the blackout period and in fact sent an instruction letter to the company’s transfer agent to help consummate such sale.”

Ms. Wynn also denied impropriety regarding the land deal. She said she was never aware of her nephew’s plan to purchase the land Wynn Resorts had considered buying. She added that, in any event, “any such action to help my nephew’s group would actually have been directly contrary to my own financial interests since my net worth is linked to the success of Wynn Resorts.”

In her letter, Ms. Wynn also reiterated her denial of the company’s claim that a lawsuit she filed in June 2012 in the U.S. District Court in Nevada against Mr. Wynn seeking to dissolve a shareholder agreement put her at odds with the board. The pact, designed to keep Mr. Wynn in control of the company even though he is not its largest shareholder, puts voting and selling restrictions on Ms. Wynn’s shares.

Ms. Wynn said that the pending lawsuit, which Mr. Wynn opposes, is “a stockholder-to-stockholder issue” rather than a board issue and that she intends to remain a “significant long-term stockholder of the company.”

To keep her spot on the board, Ms. Wynn will need to get the most- or second-most votes of the three directors up for election. Though she owns a 9.4% stake in Wynn, she said she is already assured of getting more than 19% of the votes because Mr. Wynn, who owns 9.9% of the company’s shares, is contractually obligated to vote for her due to the shareholder agreement. T. Rowe Price Associates Inc., not subject to the agreement, is Wynn’s largest shareholder with 16.8%.

Garnering the rest of the votes could be an uphill battle, as some major investors have expressed concern that, despite his obligation to support her candidacy, Mr. Wynn actually wants his former wife off the board and that her re-election would complicate his management of the company.

—Tess Stynes contributed to this article.

Write to Kate O’Keeffe at This e-mail address is being protected from spambots. You need JavaScript enabled to view it

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