The scandal-plagued casino mogul Steve Wynn’s former company, Wynn Resorts, is once again coming under assault; this time it’s coming from Steve’s ex-wife Elaine, who is also the company’s largest shareholder. This comes a little less than a month before the Annual General Meeting, which Elaine wishes to postpone until the legal action has been resolved so that she can focus on the ongoing litigation. Elaine is bringing the board of directors of the firm to court because, despite her several requests, she has not been given access to the names and details of any common shareholders in the company. This is the reason why she is taking them to court. This is despite the fact that Elaine is now the company’s majority shareholder and is therefore legally entitled to this information in accordance with Nevada law. Her ex-spouse recently resigned from the company, which made Elaine the company’s majority shareholder.
Beneficial Ownership Register of Non-Objecting Parties
As was indicated, Elaine Wynn is legally authorized to see the names and contact data of all common stock owners, as well as the quantity of shares owned by each of them. This is because she is the majority stakeholder in the company. The only stipulation that must be met for this to take place is that each shareholder must provide evidence that they give their consent for this information to be made public. Her legal representatives argue that the usual record containing this information, which is known as the non-objecting beneficial owner (NOBO) list, is already in the possession of the company’s directors. Her attorneys refer to this list as “NOBO.”
Therefore, they argue that Wynn Resorts is concealing this list despite the fact that there would be no financial or time cost associated with putting it together. According to her attorneys, shareholders of any Nevada corporation have the legal right to see its NOBO list, which is protected by both state and federal law in Delaware. They further say that because the directors have failed to reveal this list, she is at a significant disadvantage because she is unable to connect directly with shareholders, as the directors themselves are able to do. This is something that the directors themselves are able to do.
Keeping One’s Vote Private
Elaine and the board of directors at Wynn Resorts have been at odds for a long time, and she has just recently begun an active effort to have older legacy members replaced with younger directors. To be more specific, she has been advocating for the resignation of John J. Hagenbuch, who is currently serving as the director of the corporation, before the end of this month. Her effort to “Withhold the Vote” involved sending a letter to all of the company’s shareholders. In the letter, she begged that the shareholders refrain from voting in favor of Hagenbuch’s continued directorship.
It is recommended that Hagenbuch be dismissed from his position because he served on the compensation committee in 2015, which was responsible for Steve’s problematic compensation. She went on to state that while Hagenbuch was in charge of the company, it skipped holding say-on-pay ballots in 2015 and 2016 and that in 2017, the idea gained approval from only 59% of the workforce. She draws the conclusion that because of this, Wynn Resorts was in the lowest 10% of Russell 3000 businesses in terms of such votes during the previous year.
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