Wynn Resorts, Limited (WYNN)
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AGM 2025

Apr 30, 2025

Operator

It's a limited virtual shareholder meeting. At this time, all participants are in a listen-only mode. I would like to now turn the call over to Chair Philip G. Satre. You may begin.

Philip Satre
Chairman, Wynn Resorts

Hello, ladies and gentlemen. I would like to welcome all of you to the live webcast of our 2025 virtual annual meeting of shareholders of Wynn Resorts Limited. I am Philip G. Satre, non-executive chair of the board of directors of Wynn Resorts Limited, and I will be presiding at this meeting. Jacqui Krum, Executive Vice President, General Counsel, and Corporate Secretary of Wynn Resorts Limited, will be secretary and will conduct the business of this annual meeting, and I hereby call this meeting to order. Before we begin today, I'd like to say a few words about Elaine Wynn, who, as you know, passed away on April 14. In the early years of Wynn Las Vegas, Elaine was actively involved in helping the property set an entirely new standard of luxury, even surpassing the levels previously achieved at Bellagio. It was a remarkable accomplishment that still stands.

After she stepped away from active involvement in our operations, she continued her keen interest in the employees of the company. She was very complimentary and supportive of the Wynn team and of the work they do to ensure that not only have the company's standards never faltered, but the reputation of Wynn has grown. Many of the more than 1,600 employees at Wynn Las Vegas who have been with us since day one have many fond memories of Elaine, as do all of us who knew her. We send our condolences to her daughters, Kevyn and Gillian, and to her grand children, and to her many friends who I know will miss her a great deal, as we do too. Present at the meeting today are the members of your board of directors, our CEO, Craig Billings, and other U.S. executive officers, Julie Cameron-Doe, our CFO, and Jacqui Krum.

Before I go any further, I want to remind you to make forward-looking statements under the safe harbor federal securities laws, and those statements may or may not become true. I will now turn to Jacqui Krum to review the matters under consideration at the meeting.

Jacqui Krum
Executive Vice President, General Counsel, and Secretary, Wynn Resorts

Thank you, Phil. Good morning. Each of you should have registered in order to attend today's meeting. The agenda, as well as our rules of conduct for this annual meeting, are displayed on your virtual meeting screen. To conduct an orderly meeting, we ask that participants abide by these rules. Thank you for your cooperation. Prior to the commencement of this meeting, we received proxies representing approximately 86% of the number of shares of common stock of the company entitled to vote at this meeting. Accordingly, based upon the proxies we received prior to the meeting, we have a quorum, and I declare this meeting to be duly convened for the purposes of transacting such business as may properly come before it. Christine Amerhein from American Election Services has been appointed to act as inspector of elections.

The affidavit of mailing establishes that notice of this annual meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All shareholders of record at the close of business on March 5th, 2025, are entitled to vote at this meeting. We will now attend to the business of this meeting by acting on the matters described in the notice of annual meeting that was sent with our proxy statement to all shareholders. The board's position on each of the matters to be voted on at this meeting is set forth in the company's proxy statement. Most shareholders have voted on the proxy cards in advance of the meeting, but we will now open the polls to receive those votes and allow anyone wishing to vote at this meeting the opportunity to do so.

The polls are now open and will close after all proposals have been presented. If you mailed in a proxy, voted over the telephone, or online, you don't need to vote again at this time. However, if you have not voted your shares or if you want to change your vote, you may do so by clicking on the voting button at the bottom right of the webcast screen. The first proposal for shareholders is to elect three class two Directors. Your Board of Directors has nominated and recommends the election of Craig Billings and Winifred Webb for re-election and Anthony Sanfilippo for election as class two Directors of our company. The second proposal before shareholders is to ratify, and your Board of Directors recommends the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accountants for the fiscal year ending December 31st, 2025.

The third proposal before shareholders is to approve, and your Board of Directors recommends the approval of, on a non-binding advisory basis, the compensation of the company's named executives as disclosed in our proxy statement. The fourth proposal before shareholders is to consider and vote on a shareholder proposal requesting that the Board of Directors commission and disclose a report on the potential cost savings through the adoption of a smoke-free policy for the company's properties. This proposal is submitted by Trinity Health. Operator, please could you play the proposal from Trinity Health?

Cathy Rowan
Director of Socially Responsible Investments, Trinity Health

Good morning, members of the board and fellow shareholders. My name is Cathy Rowan, and on behalf of Trinity Health, I present proposal four. We are requesting additional transparency on how Wynn Resorts manages the risks associated with indoor secondhand smoke. As a long-term investor, we find the current disclosure insufficient. We appreciate the dialogues we've had with the company, and while disappointed that we have not yet come to agreement, we remain hopeful that greater transparency can be achieved. There are potential business risks to allowing indoor smoking in Wynn properties, from higher employee health insurance premiums, greater maintenance costs, and deterring potential visitors who won't visit a casino due to exposure to tobacco smoke. The COVID-19 pandemic changed long-held business assumptions across many industries. For the gaming industry, customers became more sensitive to indoor air quality and how such air affects their health.

New customer preferences and the decline in smoking prevalence require an examination of the status quo in which smoking is allowed in gaming properties. Currently, 20 states require commercial casinos to be non-smoking indoors, just like any other hospitality venue or workplace. In Las Vegas, Park MGM is smoke-free indoors with a dedicated smoking area outside. The President of Park MGM has said that being the first entirely non-smoking casino in Las Vegas has been a very positive differentiator. In its statement of opposition, Wynn speaks of its efforts to limit areas where smoking is allowed at its Las Vegas property, with a state-of-the-art ventilation system to reduce the presence of smoke in those limited areas in which smoking is permitted.

However, the American Society of Heating, Refrigerating, and Air Conditioning Engineers has stated, "There is currently no available or reasonably anticipated ventilation or air cleaning system that can adequately control and significantly reduce the health risks of secondhand smoke to an acceptable level." With nearly 90% of U.S. adults being non-smokers, Wynn does not disclose whether it surveys current or prospective employees or customers on smoking rates or preferences, nor is there any transparency as to whether Wynn assesses the impact of secondhand smoke for turnover, absenteeism, and healthcare costs. We ask shareholders to support proposal four. Thank you.

Jacqui Krum
Executive Vice President, General Counsel, and Secretary, Wynn Resorts

Thank you. In summary, your board recommends that shareholders vote for each of the board's nominees, for each of the company's proposals, and against the shareholder proposal. Under the procedures set forth in our bylaws, no other matters may be properly presented at this meeting. That completes the items to be voted on at this meeting. We are going to close the polls. If you would like to vote your shares at this time, please use the voting button at the bottom of your screen. The polls are now closed. We will file a Form 8-K with the SEC announcing the voting results after we receive a report from the inspector of elections. We are now adjourned and will close the meeting. Thank you for being a shareholder and attending our virtual annual meeting. We look forward to seeing you at our resorts.

Operator

This concludes today's call. You may now disconnect.

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