8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 4, 2023

WYNN RESORTS, LIMITED

(Exact name of registrant as specified in its charter)

Nevada		000-50028	46-0484987
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
3131 Las Vegas Boulevard South
Las Vegas,	Nevada		89109
(Address of principal executive offices)			(Zip Code)

(702) 770-7555

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01	WYNN	Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 4, 2023, Wynn Resorts, Limited (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). The proposals voted upon at the Annual Meeting and the final results of the stockholder vote on each proposal, as certified by American Election Services, LLC, the independent inspector of elections for the Annual Meeting, were as follows:

Proposal 1: Election of Directors

To elect three Class III directors, each to serve until the 2026 Annual Meeting of Stockholders:

Director Nominees	Votes For	Votes Withheld	Broker Non-Votes
Richard J. Byrne	64,448,013	11,263,404	20,836,772
Patricia Mulroy	67,743,200	7,968,217	20,836,772
Philip G. Satre	68,187,550	7,523,867	20,836,772

Proposal 2: Ratification of Appointment of Independent Auditors

To ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:

Votes For	Votes Against	Abstain	Broker Non-Votes
96,086,032	336,531	125,626	—

Proposal 3: Advisory Vote to Approve the Compensation of Named Executive Officers

To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement:

Votes For	Votes Against	Abstain	Broker Non-Votes
72,685,072	2,894,528	131,817	20,836,772

Proposal 4: Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers (“Say-on-Pay”)

To approve, on a non-binding advisory basis, the frequency of future advisory votes to approve the compensation of our named executive officers (“Say-on-Pay”), as described in the Proxy Statement:

Votes For Every One Year	Votes For Every Two Years	Votes For Every Three Years	Abstain	Broker Non-Votes
74,565,602	212,921	808,023	124,871	20,836,772

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WYNN RESORTS, LIMITED
Dated: May 8, 2023	By:	/s/ Ellen F. Whittemore
		Ellen F. Whittemore
		Executive Vice President, General Counsel & Secretary

XML

Document and Entity Information	May 04, 2023
DEI [Abstract]
Title of 12(b) Security	Common stock, par value $0.01
Entity Incorporation, State or Country Code	NV
Entity File Number	000-50028
Entity Tax Identification Number	46-0484987
Entity Address, Address Line One	3131 Las Vegas Boulevard South
Entity Address, City or Town	Las Vegas,
Entity Address, State or Province	NV
Document Type	8-K
Entity Registrant Name	WYNN RESORTS, LIMITED
Entity Central Index Key	0001174922
Document Period End Date	May 04, 2023
Entity Address, Postal Zip Code	89109
City Area Code	702
Local Phone Number	770-7555
Written Communications	false
Trading Symbol	WYNN
Security Exchange Name	NASDAQ
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false