0000950103-12-004600.txt : 20120905 0000950103-12-004600.hdr.sgml : 20120905 20120905165709 ACCESSION NUMBER: 0000950103-12-004600 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120905 DATE AS OF CHANGE: 20120905 GROUP MEMBERS: KAZUO OKADA GROUP MEMBERS: UNIVERSAL ENTERTAINMENT CORP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARUZE USA INC CENTRAL INDEX KEY: 0001198885 IRS NUMBER: 088043468 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 745 GRIER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89119 MAIL ADDRESS: STREET 1: 745 GRIER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WYNN RESORTS LTD CENTRAL INDEX KEY: 0001174922 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 460484987 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78590 FILM NUMBER: 121074520 BUSINESS ADDRESS: STREET 1: 3131 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027707555 MAIL ADDRESS: STREET 1: 3131 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D/A 1 dp32682_sc13da.htm FORM SC 13D/A


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934
(Amendment No. 9)*


Wynn Resorts, Limited
(Name of Issuer)


Common Stock, $0.01 par value per share
(Title of Class of Securities)


983134 10 7
(CUSIP Number)

William Aaronson Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000					Barry Brooks Paul Hastings LLP 75 East 55th Street New York, NY 10022 (212) 318-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


August 31, 2012
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

983134 10 7

1	Name of Reporting Person: ARUZE USA, INC.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3	SEC Use Only
4	Source of Funds (See Instructions): AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
6	Citizenship or Place of Organization: Nevada, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power: 0
	8	Shared Voting Power: 44,318,080*
	9	Sole Dispositive Power: 0
	10	Shared Dispositive Power: 24,549,222

11	Aggregate Amount Beneficially Owned by Each Reporting Person: 44,318,080*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	o
13	Percent of Class Represented by Amount in Row (11): 35.4%**
14	Type of Reporting Person (See Instructions): CO

Includes 10,026,708 shares (the “SAW Shares”) held by Stephen A. Wynn (“Mr. Wynn”) and 9,742,150 shares (the “EW Shares”) held by Elaine P. Wynn (“Ms. Wynn”) that may be deemed to be beneficially owned by the Reporting Persons as a result of that certain amended and restated stockholders agreement, dated as of January 6, 2010, among Mr. Wynn, Ms. Wynn and Aruze USA, Inc. The Reporting Persons disclaim beneficial ownership of the SAW Shares and the EW Shares. See Item 4.

Based on 125,071,358 shares outstanding, which is the sum of (i) 100,522,136 shares reported as outstanding as of July 31, 2012, in the Issuer’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2012, filed with the Securities and Exchange Commission on August 9, 2012 and (ii) 24,549,222 additional shares outstanding owned by Aruze USA, Inc. See Item 4.

CUSIP No.

983134 10 7

1	Name of Reporting Person: UNIVERSAL ENTERTAINMENT CORPORATION
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3	SEC Use Only
4	Source of Funds (See Instructions): OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
6	Citizenship or Place of Organization: Japan

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power: 0
	8	Shared Voting Power: 44,318,080*
	9	Sole Dispositive Power: 0
	10	Shared Dispositive Power: 24,549,222

11	Aggregate Amount Beneficially Owned by Each Reporting Person: 44,318,080*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	o
13	Percent of Class Represented by Amount in Row (11): 35.4%**
14	Type of Reporting Person (See Instructions): CO

Based on 125,071,358 shares outstanding, which is the sum of (i) 100,522,136 shares reported as outstanding as of July 31, 2012, in the Issuer’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2012 filed with the Securities and Exchange Commission on August 9, 2012 and (ii) 24,549,222 additional shares outstanding owned by Aruze USA, Inc. See Item 4.

CUSIP No.

983134 10 7

1	Name of Reporting Person: KAZUO OKADA
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3	SEC Use Only
4	Source of Funds (See Instructions): PF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	o
6	Citizenship or Place of Organization: Japan

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power: 0
	8	Shared Voting Power: 44,318,080*
	9	Sole Dispositive Power: 0
	10	Shared Dispositive Power: 24,549,222

11	Aggregate Amount Beneficially Owned by Each Reporting Person: 44,318,080*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	o
13	Percent of Class Represented by Amount in Row (11): 35.4%**
14	Type of Reporting Person (See Instructions): IN

Based on 125,071,358 shares outstanding, which is the sum of (i) 100,522,136 shares reported as outstanding as of July 31, 2012, in the Issuer’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2012 filed with the Securities and Exchange Commission on August 9, 2012 and (ii) 24,549,222 additional shares outstanding owned by Aruze USA, Inc.. See Item 4.

This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) amends and supplements the statement on Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2002 (the “Original Filing”), as amended by Amendment No. 1 filed on November 14, 2006, by Amendment No. 2 filed on August 3, 2009, by Amendment No. 3 filed on August 18, 2009, by Amendment No. 4 filed on January 6, 2010, by Amendment No. 5 filed on December 3, 2010, by Amendment No. 6 filed on December 20, 2010, by Amendment No. 7 filed on January 11, 2012, and by Amendment No. 8 filed on January 18, 2012 by Aruze, USA, Inc., Universal Entertainment Corporation and Kazuo Okada (collectively the “Reporting Persons”). Information reported in the Original Filing, as amended, remains in effect except to the extent that it is expressly amended, restated or superseded by information contained in this Amendment No. 9. The title of the class of equity securities to which this statement relates to is the Common Stock, $0.01 par value per share (the “Common Stock”) of Wynn Resorts, Inc., a Nevada corporation (the “Issuer”). Capitalized terms used and not defined in this Amendment No. 9 have the meanings set forth in the Original Filing, as amended.

This Amendment No. 9 is being filed jointly pursuant to Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Reporting Persons.

Item 4. Purpose of Transaction Source and Amount of Funds or Other Consideration

Item 4 is hereby supplemented as follows:

On February 18, 2012, the Issuer purported to redeem the 24,549,222 shares of Common Stock owned by Aruze USA, Inc. (“Aruze”). Aruze believes the purported redemption is contrary to law and will be determined void ab initio pursuant to the pending litigation between, among others, Aruze and the Issuer.

On August 31, 2012, pursuant to the advance notice provisions set forth in the Issuer’s bylaws, Aruze delivered to the secretary of the Issuer notice of Aruze’s intent to nominate Professor Jonathan Macey and Mr. Fredric G. Reynolds (collectively the “Nominees”) for election to Class I of the board of directors of the Issuer (the “Board”) at the Issuer’s 2012 annual meeting of the stockholders (the “2012 Annual Meeting”). Aruze intends to nominate these candidates for election to the Board in order to strengthen the Board and to provide strong, independent directors to enhance the Issuer’s corporate governance and help lead the Issuer in its future success. Each of the Nominees is independent of the Issuer, Aruze and its affiliates (including the Issuer founder and board member, Mr. Kazuo Okada) and each would qualify as independent under Rule 5605 of the Nasdaq listing standards. The Reporting Persons may solicit proxies for the election of the Nominees and/or certain other nominees to the Board at the 2012 Annual Meeting.

Pursuant to Section 2(a) of the amended and restated stockholders agreement, dated as of January 6, 2010, among Mr. Wynn, Ms. Wynn and Aruze USA, Inc. (the “Stockholders Agreement”) , Mr. Wynn is required to endorse and vote his shares and Ms. Wynn’s shares in favor of nominees designated by Aruze that represent a minority of the Board. The Stockholders Agreement is filed as an exhibit to Amendment No. 4. Mr. Wynn's failure to endorse nominees previously designated by Aruze, as required by the Stockholder Agreement, is the subject of pending litigation between, among others, Aruze and the Issuer.

The Reporting Persons intend to review events relating to the Issuer on a continuing basis and will take whatever action that they deem necessary and appropriate to protect their investment in the Issuer, which may relate to or could result in the transactions or changes contemplated by Items 4(a) through 4(j) of Schedule 13D. In addition to the actions described in this Item 4, the Reporting Persons reserve the right to formulate or amend plans and/or make proposals and to pursue any number of additional actions with respect to their investment in the Common Stock, including, without limitation: (i) communicating with the Issuer, the Board, other shareholders or third parties regarding the Issuer or any other transactions or changes contemplated by Items 4(a)−(j) of Schedule 13D, (ii) proposing additional nominees to the board of directors, (iii) acquiring beneficial ownership of additional securities in the open market, in privately negotiated transactions or otherwise, (iv) taking any other actions which could involve one or more types of transactions or have one or more of the results described in Items 4(a)−(j) of Schedule 13D, (v) disposing of all or part of its holdings of securities, or (vi) changing their intention with respect to any or all matters referred to in this Item 4. The factors the Reporting Persons may consider in reviewing their investment include, without limitation, a continuing analysis of the Issuer’s business, financial condition, operations and prospects, board composition, actions and management structure, general market and economic conditions, the relative attractiveness of alternative business and investment opportunities, and other future developments.

Item 5. Interest in Securities of the Issuer

Paragraphs (a) and (b) of Item 5 are hereby amended and restated in their entirety as follows:

The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference.

The information from the first and third full paragraphs of Item 4 of this Amendment No. 9 is incorporated herein by reference.

Mr. Wynn is a United States citizen with his business address at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109. To the knowledge of the Reporting Persons, Mr. Wynn directly owns 10,026,708 shares of Common Stock, or 8.0% of the outstanding Common Stock of the Issuer.

Ms. Wynn is a United States citizen with her business address at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109. To the knowledge of the Reporting Persons, Ms. Wynn directly owns 9,742,150 shares of Common Stock, or 7.8% of the outstanding Common Stock of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented as follows:

The information in Item 4 of this Amendment No. 9 is incorporated herein by reference.

Aruze has entered into letter agreements with each of the Nominees (the “Letter Agreements”) pursuant to which, among other things:

·	each Nominee has agreed to be named as a nominee for election as a director at the 2012 Annual Meeting and to provide all information required in that regard;

each Nominee has agreed that, if elected or appointed to the Board, to serve as a director of the Issuer and in that capacity to act in the best interests of the Issuer and its stockholders and to exercise his independent judgment in accordance with his fiduciary duties in all matters that come before the Board;

·	each Nominee has agreed that he is not an employee or an agent or otherwise a representative of Aruze or its affiliates, and that he is independent of Aruze and its affiliates, and that, if elected or appointed, he will in no way be controlled by or act at the direction of Aruze or its affiliates;

·	Aruze has agreed to pay each Nominee a one-time payment of $50,000 upon the first public dissemination by Aruze of such Nominee’s name;

Aruze has agreed to reimburse each Nominee for (i) all reasonable expenses incurred in the performance of his responsibilities as a Nominee and (ii) reasonable fees and expenses of independent legal counsel to advise on legal obligations associated with serving as a Nominee, other than the negotiation of the Letter Agreements; and

·	Aruze has agreed to provide the Nominees with customary indemnification for any and all losses, claims damages, liabilities, judgments, costs and expenses arising out of or based upon being a Nominee, subject to certain exceptions.

The foregoing description of the Letter Agreements is qualified in its entirety by reference to the actual Letter Agreements, each of which is incorporated herein by reference and copies of which are filed as Exhibits 1 and 2 attached hereto.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended as follows:

Exhibit Number		Description
1.		Letter Agreement, dated January 10, 2012, between Aruze USA, Inc. and Jonathan Macey
2.		Letter Agreement, dated January 10, 2012, between Aruze USA, Inc. and Fredric Reynolds
3.		Joint Filing Agreement, dated January 11, 2012 among Aruze USA, Inc., Universal Entertainment Corporation and Kazuo Okada (incorporated by reference to Exhibit 2 to Amendment 7, filed on August 10, 2012).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 5, 2012	ARUZE USA, INC.


	By:	/s/ Kazuo Okada
	Name:	Kazuo Okada
Presen	Title:	President


	UNIVERSAL ENTERTAINMENT CORPORATION


	By:	/s/ Kazuo Okada
	Name:	Kazuo Okada
	Title:	Chairman and Director



	/s/ Kazuo Okada
	Kazuo Okada, individually

EXHIBIT INDEX

Exhibit Number		Description
1.		Letter Agreement, dated January 10, 2012, between Aruze USA, Inc. and Jonathan Macey
2.		Letter Agreement, dated January 10, 2012, between Aruze USA, Inc. and Fredric Reynolds
3.		Joint Filing Agreement, dated January 11, 2012 among Aruze USA, Inc., Universal Entertainment Corporation and Kazuo Okada (incorporated by reference to Exhibit 2 to Amendment 7, filed on August 10, 2012).

EX-1 2 dp32682_ex01.htm EXHIBIT 1

Exhibit 1

ARUZE, USA, INC.

745 GRIER DRIVE

LAS VEGAS, NEVADA 89119

January 10, 2012

Jonathan Macey

Yale Law School

127 Wall Street

New Haven, Connecticut 06511

United States of America

Dear Mr. Macey:

Aruze USA, Inc., a Nevada corporation (“Aruze”), intends to submit nominees to be elected as members of the Wynn Resorts, Limited, a Nevada Corporation, (“Wynn Resorts”) Board of Directors (the “Wynn Resorts Board”) in connection with the next Wynn Resorts annual meeting of stockholders pursuant to the Amended and Restated Stockholders Agreement dated January 6, 2010 among Aruze, Stephen A. Wynn and Elaine P. Wynn (the “Nomination”). Aruze may also submit a notice of nomination under Wynn Resorts’ bylaws and may solicit proxies for, among other things, the election of members to the Wynn Board in connection with the next Wynn Resorts annual meeting of stockholders or other meeting for such purpose (the “Proxy Contest”).

This letter agreement is with reference to your agreement to be nominated by Aruze (as such, a “Nominee”) for election to the Wynn Resorts Board.

A. Agreement as Nominee.

(a) You irrevocably agree: (i) to be named as a Nominee in any and all solicitation or other materials prepared by Aruze in connection with the Nomination and/or Proxy Contest, (ii) to provide all information as may be reasonably requested from time to time by Aruze (including, without limitation, all information required under federal securities laws or by Wynn Resorts’ bylaws and applicable policies, and all other information necessary for any materials prepared by Aruze in connection with the Nomination, the Proxy Contest and/or a proxy statement by Wynn Resorts (each a “Proxy Statement”)), and (iii) that your agreement to be a Nominee, and the information referred to above, may be disclosed by Aruze, in its Nomination and/or Proxy Contest materials or otherwise or by Wynn Resorts in a Proxy Statement or otherwise. You represent that the information provided by you or on your behalf to Aruze, including in your completed questionnaire from Aruze (the “Questionnaire”) relating to your being a Nominee, is true and complete and does not omit any material information. You agree that you will promptly provide Aruze with (x) any updates to the information you have previously provided under paragraph (a)(ii) of this Section A and your representations in the Questionnaire, and (y) such additional information as may reasonably be requested by Aruze. Notwithstanding the foregoing, you can terminate your agreement to be so nominated, in your sole discretion and without liability therefore, after the fifteen month anniversary of the date hereof; provided, that the remaining obligations of the parties under this Agreement survive any such termination.

(b) You agree, if elected or appointed, to serve as a director of Wynn Resorts, and in that capacity to act in the best interests of Wynn Resorts and its stockholders and to exercise your independent judgment in accordance with your fiduciary duties in all matters that come before the Wynn Resorts Board. You agree that you are not an employee or an agent or otherwise a representative of Aruze or its affiliates, that you are independent of Aruze and its affiliates, and that, if elected or appointed, you will in no way be controlled by or act at the direction of Aruze or its affiliates.

(c) Concurrently with execution of this Agreement, you will execute a consent, in the form attached as Exhibit A, confirming your consent to being a Nominee, to being named in the Nomination materials and/or a Proxy Statement and other materials as a Nominee, and to serving as a director of Wynn Resorts if elected.

(d) Notwithstanding anything in this Agreement to the contrary, Aruze is not obligated to nominate you to the Wynn Resorts Board or to identify you as an actual or potential Nominee or to commence or complete the Proxy Contest.

B. Compensation. In consideration of your agreement to become a Nominee and to be named in the Nomination materials and/or a Proxy Statement, promptly upon the first public dissemination by Aruze of your name as Nominee, Aruze shall pay to you a one-time payment in the amount of US$50,000. You understand that if you are elected to the Wynn Resorts Board, you may be entitled to receive from Wynn Resorts such compensation as shall be payable to the Wynn Resorts Board in accordance with Wynn Resorts’ policies as in effect from time to time, and that no further compensation will be due from or payable by Aruze or any of its affiliates. Aruze agrees that this compensation arrangement will be disclosed in solicitation or other materials prepared by Aruze in connection with the Nomination and/or the Proxy Contest or by the Company in a Proxy Statement where you are named as a Nominee to extent required by applicable rules.

C. Expenses. Aruze agrees that with respect to the period starting from the date of this Agreement and ending at the earlier of (x) your election to the Wynn Resorts Board (or if the election or qualification of members to the Wynn Resorts Board is contested on any grounds, such later date that such contest is resolved) and (y) the date you have been notified by Aruze that it will not commence the Proxy Contest, has abandoned the Proxy Contest or Nomination or will not or no longer will nominate you to the Wynn Resorts Board, that the requisite number of votes for your election to the Wynn Resorts Board has not been obtained or that Aruze has otherwise terminated this Agreement, Aruze will promptly reimburse you for (A) all reasonable expenses incurred in the performance of your responsibilities as a Nominee and (B) reasonable fees and expenses of independent legal counsel proposed by Aruze and agreed to by at least 3 Nominees to advise on legal obligations associated with serving as a Nominee, other than the negotiation of this Agreement.

D. Indemnification. In addition to the reimbursement provided in Section C:

(a) Aruze hereby agrees to indemnify, defend and hold harmless you from and against any and all losses, claims, damages, liabilities, judgments, costs, and expenses (including reasonable fees and disbursements of counsel and costs of investigation) (collectively, “Losses”) to which you may become subject or which you may incur in connection with being made, or threatened with being made, a party or witness (or in any other capacity) to any proceeding at law or in equity or before any governmental agency or board or any other body whatsoever (whether arbitral, civil, criminal, trial, appeal, administrative, formal, informal, investigative or other), arising out of or based upon your being a Nominee (but not in connection with or based upon your being a director of Wynn Resorts), except to the extent such Loss arises or results from your bad faith, willful misconduct, gross negligence or any untrue statement or omission made by you or made by Aruze in reliance upon and in conformity with information furnished by you in writing for use in connection with the Proxy Contest or in any document made available to Wynn Resorts or to the public; it being understood that you are furnishing the Questionnaire to be made available to Wynn Resorts at Aruze’s direction and for use in the Proxy Statement and other documents to be made publicly available in connection with the Proxy Contest.

(b) You will give prompt written notice to Aruze when you become aware of the commencement or threatened commencement of any action in respect of which you may seek indemnification from Aruze hereunder; provided that the failure to so provide prompt notice shall not relieve Aruze of its indemnification obligations hereunder except to the extent that Aruze is materially prejudiced as a result thereof. Aruze shall timely pay all reasonable fees and disbursements of one independent legal counsel selected collectively by and acting on behalf of all Nominees in respect of such action; however, you shall have the right to retain separate counsel, provided, that you shall be responsible for the fees of such counsel and costs of such participation unless either (i) you and Aruze mutually agree to the retention of such counsel, or (ii) you reasonably conclude, following discussion with legal counsel, that the representation of you and other Nominees by the same counsel would be inappropriate due to actual or potential differing interests between you and them, in which case Aruze will be responsible for the reasonable fees and costs of such counsel. Aruze shall in no event be liable for any settlement by you of any such action effected without the prior written consent of Aruze, which consent shall not be unreasonably withheld.

(c) Aruze shall not settle, without your prior written consent (which you may withhold in your sole discretion), any action in any manner that would impose any penalty, obligation or limitation on you (other than monetary damages for which Aruze agrees to be wholly responsible), or that would contain any language that could reasonably be viewed as an acknowledgement of wrongdoing on your part or that would otherwise reasonably be expected to result in not immaterial damage to your professional reputation.

(d) Subject to the second sentence of subparagraph (b) above, your rights to indemnification under this Agreement shall include the right to be advanced any and all

reasonable expenses incurred in connection with any indemnifiable claim promptly upon your request as such expenses are incurred.

(e) Notwithstanding anything to the contrary, if Aruze has made payments to you pursuant to the indemnification and expense reimbursement provisions hereof and you subsequently are reimbursed by a third party therefor, you will remit such subsequent reimbursement to Aruze.

E. Confidentiality. You agree that until such information is otherwise made public, you will not disclose to any third party (on the your own behalf or on behalf of any other person or entity) any information relating to Aruze, Kazuo Okada, each of their relationship with Stephen A. Wynn or Wynn Resorts, your Nomination, or the Proxy Contest, including the existence of this Agreement, and will keep the terms of this Agreement in confidence and trust and shall not disclose such terms, except as otherwise required by law.

F. General.

(a) Notices and other communications under this Agreement shall be in writing and delivered by a nationally-recognized overnight courier with tracking capability, if mailed to you, then to the address set forth above under your name, and, if mailed to Aruze, then to the address indicated above in the letterhead. The failure of a party to insist upon strict adherence to any term contained herein shall not be deemed to be a waiver of such party’s rights thereafter to insist upon strict adherence to that term or to any other term contained herein. In the event that any one or more provisions of this Agreement are deemed to be invalid, illegal or unenforceable by a court of competent jurisdiction, then such provision(s) shall be deemed severed to the least extent possible without affecting the validity, legality and enforceability of the remainder of this Agreement.

(b) This Agreement: (i) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles; (ii) contains the entire understanding of the parties with respect to the subject matter contained herein and may not be modified or amended except by mutual written consent; (iii) shall inure to the benefit of and be binding upon the parties and their respective heirs, representatives, successors, and assigns; (iv) may not be assigned by you without Aruze’s prior written consent; and (v) may be executed in counterparts and delivered by facsimile signatures.

(c) Aruze shall have the right, at any time and in its sole discretion, to terminate this Agreement and/or to withdraw your name from consideration as a Nominee; provided, that Aruze’s obligations under Section C and Section D hereof shall survive any such termination or withdrawal.

[remainder of page intentionally left blank]

If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this Agreement.

	Very truly yours,

	Aruze USA, Inc.

	By	/s/ Kazuo Okada
	Name:	Kazuo Okada
	Title:	President

Accepted and agreed to:


/s/ Jonathan Macey
Name: Jonathan Macey

[Signature Page to Nomination Agreement]

EXHIBIT A

Consent of Nominee

The undersigned hereby consents to being named as a nominee for election as a director of Wynn Resorts, Limited (the “Corporation”), in the proxy statement to be filed with the Securities and Exchange Commission and distributed to the stockholders of the Corporation by the Corporation and in other materials in connection with the solicitation of proxies by the Corporation from stockholders of the Corporation to be voted at the 2012 annual meeting of stockholders of the Corporation and any adjournment thereof or any other stockholder meeting held for the purpose of electing directors, and further consents, to serve as a director of the Corporation, if elected, and to file an application for licensing or finding of suitability if the Nevada Gaming Commission or other gaming authority shall so require or the board of directors of the Corporation deems it necessary or advisable.

Dated: January 17, 2012

/s/ Jonathan Macey
Name: Jonathan Macey

EX-2 3 dp32682_ex02.htm EXHIBIT 2

ARUZE, USA, Inc.

745 Grier Drive

Las Vegas, Nevada 89119

January 10, 2012

Fredric Reynolds

630 Stonehouse Lane

Montecito, California 93108

United States of America

Dear Mr. Reynolds:

This letter agreement is with reference to your agreement to be nominated by Aruze (as such, a “Nominee”) for election to the Wynn Resorts Board.

A. Agreement as Nominee.

information as may reasonably be requested by Aruze. Notwithstanding the foregoing, you can terminate your agreement to be so nominated, in your sole discretion and without liability therefore, after the fifteen month anniversary of the date hereof; provided, that the remaining obligations of the parties under this Agreement survive any such termination.

been obtained or that Aruze has otherwise terminated this Agreement, Aruze will promptly reimburse you for (A) all reasonable expenses incurred in the performance of your responsibilities as a Nominee and (B) reasonable fees and expenses of independent legal counsel proposed by Aruze and agreed to by at least 3 Nominees to advise on legal obligations associated with serving as a Nominee, other than the negotiation of this Agreement.

D. Indemnification. In addition to the reimbursement provided in Section C:

(d) Subject to the second sentence of subparagraph (b) above, your rights to indemnification under this Agreement shall include the right to be advanced any and all reasonable expenses incurred in connection with any indemnifiable claim promptly upon your request as such expenses are incurred.

F. General.

(iv) may not be assigned by you without Aruze’s prior written consent; and (v) may be executed in counterparts and delivered by facsimile signatures.

[remainder of page intentionally left blank]

If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this Agreement.

	Very truly yours, Aruze USA, Inc.

	By:	/s/ Kazuo Okada
	Name:	Kazuo Okada
	Title:	President

Accepted and agreed to:

/s/ Fredric Reynolds

Name: Fredric Reynolds

EXHIBIT A

Consent of Nominee

Dated: January 17, 2012

/s/ Fredric Reynolds