Wynn Resorts Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class III directors (Richard J. Byrne, Patricia Mulroy, Philip G. Satre) to serve until the 2029 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and compensation tables.

   More detail

   This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management is seeking this annual advisory approval to validate its pay-for-performance design: a large majority of NEO pay is at risk and tied to rigorous annual operational targets and multi-year performance-based equity awards (including fair-share and absolute TSR hurdles). The Compensation Committee emphasizes retention and alignment — one-third of annual incentive pay is delivered in equity, long-term awards vest over multiple years, and at least 55% of long-term equity for NEOs is performance-conditioned — to link pay to sustained shareholder value. The vote is advisory only, but the Board and Compensation Committee will review the result and use shareholder feedback to inform future compensation design. Supporters should view the proposal as endorsement of governance features described by management (stock ownership guidelines, clawback policy, limits on repricing, multi-year performance metrics). Opponents may argue that certain pay outcomes or the magnitude of awards warrant closer scrutiny, or may prefer stronger links to absolute TSR or different metric weightings. The Company notes it already engages with large holders and discloses pay rationale and peer benchmarking. The Board recommends FOR to reaffirm alignment between management incentives and long-term shareholder returns, while retaining the ability to adjust program elements in response to shareholder feedback.

4. 4

   Approval of an Amendment and Restatement of the 2014 Amended and Restated Omnibus Incentive Plan to Increase the Authorized Shares By 3,000,000 Shares

   ManagementBoard: FOR

   Approve an amendment and restatement of the 2014 Omnibus Incentive Plan (the Plan Amendment) to increase the share reserve by 3,000,000 shares and extend the plan term to May 6, 2036.

   More detail

   This proposal requests shareholder approval to increase the authorized share reserve under the Company’s long-standing 2014 Omnibus Incentive Plan by 3,000,000 shares and to extend the plan term to May 6, 2036. Management argues the additional authorization is necessary to preserve the Company’s ability to grant performance- and time-based equity awards used to recruit, retain and motivate a large global workforce and senior executives; the proxy highlights a three-year average burn rate (2023-2025) of ~0.83% and estimates the requested 3,000,000-share increase would represent approximately 2.88% potential dilution. The Plan’s governance features are emphasized as shareholder-protective: no repricing without shareholder approval, no liberal change-in-control vesting, no evergreen recycling, limits on per-person grants and restrictions on dividend equivalents for performance awards. For investors, the trade-off is incremental dilution versus sustaining the Company’s pay-for-performance program that ties a majority of NEO pay to multi-year operational and absolute TSR metrics and enforces multi-year vesting and ownership guidelines. The Board recommends FOR, arguing that without the increase the Company’s ability to make competitive grants would be constrained and could impair retention and execution of growth projects. Countervailing shareholder concerns include the absolute quantum of dilution and the pace of awards; the proxy attempts to address these by disclosing burn-rate data, current share reserve, and structural plan limits. Overall, the proposal is a routine equity-plan refresh requested to support ongoing talent incentives, with explicit safeguards described to mitigate governance and dilution risks.

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When is the Wynn Resorts Ltd 2026 annual meeting?

Wynn Resorts Ltd (WYNN) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Wynn Resorts Ltd 2026 meeting?

The record date for the Wynn Resorts Ltd 2026 meeting is Thursday, March 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Wynn Resorts Ltd's 2026 meeting?

The board is presenting 3 director nominees at the Wynn Resorts Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Wynn Resorts Ltd 2026 meeting?

Shareholders will vote on 4 proposals at the Wynn Resorts Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.