Form 8-K - Current report

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): September 26, 2024

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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2024, Ellen Whittemore, Executive Vice President, General Counsel and Secretary, notified Wynn Resorts, Limited (the “Company”) of her retirement, effective as of January 31, 2025.

In connection with her retirement, Ms. Whittemore will be entitled to receive certain payments and benefits as provided under the Wynn Resorts, Limited Executive Retirement Plan, a copy of which is filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024. It is also anticipated that Ms. Whittemore will enter into a consulting agreement with the Company to support the continued transition of her duties and responsibilities to her successor and to provide other services, as may be requested by the Company.


Item 7.01			Regulation FD Disclosure.

On September 27, 2024, the Company issued a press release announcing Ms. Whittemore’s retirement, a copy of which is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description

99.1			Press Release, dated September 27, 2024
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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: September 27, 2024

By:

/s/ Julie Cameron-Doe

Julie Cameron-Doe

Chief Financial Officer

Exhibit 99.1

Jacqui Krum to succeed Ellen Whittemore as General Counsel at Wynn Resorts

LAS VEGAS, September 27, 2024 — Wynn Resorts, Limited (NASDAQ: WYNN) ("Wynn Resorts" or the "Company") announced today that Jacqui Krum will succeed Ellen Whittemore as General Counsel and Executive Vice President of Wynn Resorts, following Ms. Whittemore’s retirement in early 2025. Ms. Krum is currently General Counsel and Senior Vice President at Wynn Resorts’ Encore Boston Harbor resort, in Everett, Massachusetts.

Ms. Whittemore, who also serves as Secretary for Wynn Resorts, Ltd., has led the Company’s global legal affairs, philanthropy, community relations, government affairs, and sustainability activities since 2018. She has been instrumental in the Company’s efforts to enhance its workplace culture, corporate ethics and governance. She will continue to serve on the Wynn Macau, Ltd Board of Directors and act as a consultant to the Company.

Craig S. Billings, CEO of Wynn Resorts, said, “Ellen Whittemore was, in the truest sense, the right person at the right time to help lead Wynn Resorts through a thicket of litigation and corporate governance changes. Ellen’s track record, including her reputation as a person of the highest integrity, was essential in working with regulators, our Board, and employees during a time of transition and change. Recently, Ellen led the successful effort to resolve key remaining legal and litigation matters overhanging the Company, and I appreciate her hard work on those issues. Ellen devoted her efforts to making us a better company; she succeeded, and we are thankful.”

Jacqui Krum originally joined Wynn Resorts in 2013 to assist with the development of gaming projects in the U.S. and abroad and was a member of the team that won the competitive gaming license bid in the Eastern Massachusetts area for Wynn Resorts. In 2015, she moved from Las Vegas to Boston to become the Senior Vice President and General Counsel at Encore Boston Harbor, helping to lead the opening of that resort in 2019.

Before joining Wynn Resorts, Ms. Krum served as Vice President and General Counsel of the divisions of MGM Resorts International responsible for gaming and nongaming projects globally. She also held a partner position in the Los Angeles office of Glaser, Weil, Fink, Jacobs, Howard & Shapiro, LLP.

Ms. Krum received her Juris Doctor degree from the University of California, Los Angeles, and a Bachelor of Arts degree in political science, international relations, as well as a Bachelor of Arts in cultural anthropology, summa cum laude, from the University of California, Santa Barbara.

Document and Entity Information	Sep. 26, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 26, 2024
Entity Registrant Name	WYNN RESORTS, LIMITED
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
Entity Address, Postal Zip Code	89109
City Area Code	702
Local Phone Number	770-7555
Title of 12(b) Security	Common stock, par value $0.01
Trading Symbol	WYNN
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001174922