|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/23/18 Wynn Elaine P SC 13D/A 5:10M Wynn Resorts Ltd Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment No. 15 to Schedule 13D HTML 32K
4: EX-17 Letter From Ms. Wynn to the Company Dated April HTML 25K
23, 2018 Demanding the Company's
Shareholder List for the Purpose of
Disseminating Solicitation Materials to
the Company's Shareholders Pursuant to
Rule 14A-7 Under the Exchange Act
2: EX-15 Press Release Containing Letter From Ms. Wynn to HTML 22K
Company Shareholders Dated April 23,
2018
3: EX-16 Letter From Ms. Wynn to the Company Dated April HTML 39K
23, 2018 Demanding the Inspection of
Certain Records Pursuant to the Nevada
Revised Statutes Section 78.105
5: EX-18 Letter From Sidley Austin LLP to the Commission HTML 12K
Dated April 23, 2018
Exhibit 18
 |
Sidley Austin LLP 787 Seventh Avenue +1 212 839 5300 +1 212 839 5599 Fax
AMERICA ● ASIA PACIFIC ● EUROPE |
+1 212 839 8744 |
Via EDGAR and Federal Express
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | Wynn Resorts, Limited |
| Request to Shorten Preliminary Proxy Statement Review Period for Good Cause |
Ladies and Gentlemen:
Our client, Elaine P. Wynn, filed this morning a preliminary proxy statement in respect of the 2018 Annual Meeting (the “Annual Meeting”) of Wynn Resorts, Limited (the “Company”). We respectfully request that the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) shorten the ten-day review period for a preliminary proxy statement provided for by Rule 14a-6 of Regulation 14A promulgated under the Section 14 of the Securities Exchange Act of 1934, as amended.
Rule 14a-6 allows the Commission to authorize a shorter review period upon a showing of good cause. Good cause exists because the Company’s compressed annual meeting timeline forces shareholders to vote in accordance with the Company’s position without an opportunity to consider Ms. Wynn’s proposals.
Ms. Wynn wrote to the Company’s board on April 17, 2018 to express her concerns about the board composition and request that the Company reopen the director nomination window so that she could nominate an alternate slate of directors for the Annual Meeting. One day later the Company filed its definitive proxy statement for the Annual Meeting. In its proxy statement, the Company disregarded Ms. Wynn’s stated intent to nominate an alternative slate of directors and disclosed May 16, 2018 as the date for the Annual Meeting—only 28 days later. In the past, the Company has given its shareholders notice of its annual meeting 42 days (in 2017) and 41 days (in 2016 and 2015) in advance. This significantly shortened timeframe severely curtails Ms. Wynn’s ability solicit proxies from her fellow shareholders as well as limits shareholders’ ability to make an informed voting decision at the Annual Meeting. The Staff would mitigate this issue by allowing Ms. Wynn to file a definitive proxy statement as soon as possible.
Ms. Wynn thanks the Commission for its time and consideration.
Please direct any questions that you may have with respect to the foregoing or any requests for supplemental information to Kai Haakon E. Liekefett at (212) 839-8744 or kliekefett@sidley.com.
| Sincerely, | |
| /s/ Kai Haakon E. Liekefett | |
| Kai Haakon E. Liekefett |
| cc: | Elaine P. Wynn |
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
| This ‘SC 13D/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/16/18 | DEF 14A | |||
| Filed on: | 4/23/18 | DFAN14A, PREC14A | ||
| 4/17/18 | 4, 8-K, DFAN14A, SC 13D/A | |||
| List all Filings | ||||