Wynn Resorts' Board of Directors sends letter to shareholders

The text of the letter from Wynn's Board of Director reads as follows:

Dear Fellow Wynn Resorts Shareholder,

As our 2018 Annual Meeting of Shareholders approaches, we want to cut through the noise caused by Elaine Wynn's "withhold-the-vote" campaign. Her campaign has been entirely disingenuous and is only serving to undercut the stability and progress we are making to transform Wynn Resorts.

Wynn's Board and management team are laser-focused on remaking Wynn for the future. We recognize the issues of the past and are working diligently to ensure they are not repeated. The leading proxy advisory firms ISS and Glass Lewis agree that the Board has taken swift and decisive action over the past three months, and it has demonstrated that it is committed to improving corporate governance and accountability.

It is important to consider Elaine Wynn's campaign in this context. We believe her goal to "Restore Wynn" reflects an insensitivity to the needs of the Company at this important juncture. Instead, the Board and management are leading a transformation to "Remake Wynn," taking the Company's best-in-class assets, guest services and enhanced employee culture and moving past the founder-led era that Elaine Wynn was a part of. Both ISS and Glass Lewis have focused on the point that Elaine Wynn was a member of the Board from 2002 to 2015 and that she herself bears some responsibility for some of the past vestiges for which she now criticizes the Board. As a director who was an integral part of the "Old Wynn" for an extended period of time, it is difficult to see how she will be helpful in driving our evolution.

While we value the views of and engagement with all of our shareholders, including Elaine Wynn, we continue to believe that her actions are questionable and not designed to advance shareholder value. For example, our Board and management have repeatedly offered to meet with her to discuss her views – which she has refused to do. Her recent claim that we have continually rejected her requests to meet with the three new independent directors is disingenuous. In response to her recent communications, we offered for her to meet with the full Board followed by an executive session of the directors without management present – an approach we believe represents the clearest path to constructive dialogue and is best practice in corporate governance. We proposed a time for the meeting on the first date our directors will all be in Las Vegas and able to accommodate her request for an in-person meeting, and have reiterated a willingness to find a mutually agreeable alternative if that time was not acceptable to her. She did not offer an alternative time and instead issued a complaint via press release, leading us to question whether her request was simply a public relations stunt.

In an effort to maintain full transparency and combat Elaine Wynn's misleading claims about our outreach, we are attaching our correspondence with her on the matter.

The weaknesses in Elaine Wynn's campaign and her own shortcomings as a steward of corporate governance have been brought into sharp relief over the past several weeks, and ISS even went as far as to explicitly note that it was not recommending shareholders vote on Elaine Wynn's blue card, highlighting that its recommendation was not driven by the strength of her critique. Her campaign is simply creating noise that is a hindrance to the progress we are making to transform Wynn for the future.

We have made clear that the Board and management are committed to change and to moving the Company forward. We have made great strides in getting Wynn back on track, and it is not in shareholder interests to risk derailing the progress we are making by aligning with Elaine Wynn's campaign and the legacy that she bears.

Sincerely,

The Board of Directors
Wynn Resorts, Limited