Reference no: EM133278320

Read the Corporate Governance and Executive Misconduct at Wynn Resorts in your textbook on page 303. Then, answer the following three questions:

Question 1. Do you think Steve Wynn's executive compensation was justified, and why or why not?

Question 2. Did the board of directors of Wynn Resorts operate according to the principles of good corporate governance, as described in this chapter? Why or why not?

Question 3. Do you think Wynn Resorts' institutional and individual shareholders used the rights described in this chapter effectively to protect their interests? Why or why not?

Question 4. What do you recommend senior executives and the board of Wynn Resorts do now?

Discussion Case: Corporate Governance and Executive

Misconduct at Wynn Resorts

On January 26, 2018, The Wall Street Journal published an explosive story about Steve Wynn, the chief executive and chairman of the board of Wynn Resorts, a leading operator of luxury hotels and casinos. The Journal reported that dozens of people had recounted "a decades-long pattern of sexual misconduct" involving Wynn's unwanted advances on massage therapists, cocktail waitresses, and other women who worked at his properties. One of the most serious allegations was that in 2005 the CEO had forced a manicurist to remove her clothes and have sex with him. After the woman filed a detailed complaint about the episode, Wynn had settled privately with her for $7.5 million. The executive immediately challenged the Journal story, saying, "The idea that I ever assaulted any woman is preposterous." The day the article came out, the share price of Wynn Resorts dropped by 10 percent, wiping out $2 billion in shareholder value. Steve Wynn, 76, had begun his career as a young man by taking over his father's bingo parlors in Maryland. He moved on to Las Vegas, Nevada, where he renovated the Golden Nugget, and later developed (and sold) the Mirage, Bellagio, and Treasure Island properties.

Over his long career, Wynn was widely credited with driving the transformation of Las Vegas from a seedy strip into a world-class destination for entertainment and gaming. A larger-than-life character, Wynn was said to be inspiration for the casino owner played by Andy Garcia in the "Ocean's" films.

In 2018, Wynn Resorts owned the Wynn Las Vegas and two hotel casinos in Macau, an autonomous zone in southeast China that permitted gambling, and was in the process of building a new property in Massachusetts, expected to open in 2019. The firm had more than 24,000 employees and earned revenues in 2016 of $4.5 billion, about three-quarters of

which came from its Macau operations. Wynn's signature was the company's logo. In 2016, Steve Wynn's total compensation was $28.2 million, placing him tenth on the list of top-paid U.S. CEOs. The research organization As You Sow ranked Wynn sixth on its list of "most overpaid" CEOs, based on a comparison of his compensation with total return to shareholders over the prior five years. But the company defended Wynn's compensation package, pointing out in its proxy statement that between the initial public offering in 2002 and 2017, shareholders had averaged a total return of 19 percent per year, well above the 9 percent return of the S&P 500 during that period. "Mr. Wynn is the founder, creator and name behind our brand," the company said. "We believe he brings extraordinary talent . . . that is unrivaled in our industry."

Wynn Resorts' board of directors was comprised of ten people. Wynn served as chairman, a role he had held continuously since the company went public. The other nine directors, although nominally independent, had close personal ties with the chief executive. They included D. Boone Wayson, whose father had been Steve Wynn's father's partner in the bingo business; Edward Virtue, who had managed the Wynn family money; and Robert Miller, a former Nevada governor, who had known the CEO for more than 40 years. Patricia Mulroy, the sole woman on the board, was a former member of the Nevada gaming commission. The nine outside directors served staggered terms, with three standing for election or re-election to three-year terms each year. Their annual compensation ranged from $362,406 to $517,973. Wynn Resorts' board was widely viewed as compliant with the CEO's wishes. The board had voted against Wynn only three times since 2002. The sole board member who was ever opposed for re-election was Elaine Wynn, Steve's ex-wife, who lost the support

of the other directors after the couple's divorce. Glass Lewis, a proxy advisory firm, had given the company's corporate governance practices an "F" grade in both 2016 and 2017.

In the latter year, 41 percent of shareholders-including the big institutional investors Vanguard Group and BlackRock Inc.-had opposed the company's compensation policies in a "say-on-pay" vote. On the day the Journal article broke, the board issued a statement affirming the company's commitment to maintaining a respectful culture and announced it had formed a committee, headed by Mulroy, to investigate the allegations. But these actions failed to stem a tide of negative press. On February 6, Wynn resigned as CEO and chairman, saying he could no longer be effective. The board accepted his resignation "with a collective heavy heart," calling Wynn a "beloved leader and visionary." A week later, it hired Gibson Dunn,

a law firm that had represented the board in earlier litigation, to conduct an inquiry. Less than four weeks after the publication of the allegations against Steve Wynn, New York state's public pension fund filed a lawsuit against the Wynn Resorts board of directors, saying the board had done nothing to prevent the CEO's sexual abuse and harassment

and had allowed him to resign without being held accountable. The pension fund called for the defendants to "disgorge" (give back) all compensation obtained from wrongful conduct. Other states, union pensions, and individual shareholders also filed suit, and gambling regulators in Massachusetts, Nevada, and Macau opened investigations. "The story of Steve Wynn is a cliché: a powerful man preying on the powerless," said the state of Oregon in its shareholder lawsuit. "But the directors of Wynn Resorts were not powerless. They were the only people with the knowledge and ability-and duty to the company-to investigate and stop Steve Wynn's conduct.