Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2021, Wynn Resorts, Limited (the "Company") announced that Matt
Maddox, CEO of the Company, will be leaving the Company as of January 31, 2022.
Following a unanimous request by the Board of Directors, Mr. Maddox agreed to
remain on the Wynn Macau, Limited and Wynn Interactive Ltd. Boards through the
end of 2022. Craig Billings, who has served as Chief Financial Officer of the
Company since March 2017, and also served as President of the Company from May
2019 to May 2021, will become CEO of the Company and a member of the Board
effective February 1, 2022.
Maddox Transition Agreement
On November 9, 2021, the Company entered into an agreement with Mr. Maddox (the
"Maddox Agreement") to finalize the terms of his transition and departure.
The Maddox Agreement terminates Mr. Maddox's existing employment agreement with
the Company as of January 31, 2022 and provides that through January 31, 2022,
Mr. Maddox will continue to serve as a Director and as the CEO of the Company,
and he will continue to receive compensation per the terms of his existing
employment agreement.
In consideration of the terms set forth in the Maddox Agreement, consistent with
the separation terms in Mr. Maddox's existing employment agreement, the Maddox
Agreement provides to Mr. Maddox the following: (1) a cash payment equal to $3
million, which is equivalent to eighteen months' salary; (2) continued
participation in the Company's senior executive health program through December
31, 2022; (3) a payment equal to 11/12ths of the greater of Mr. Maddox's annual
bonus for 2020 and 2021, and (4) health care benefits coverage for Mr. Maddox
and his dependents which shall be paid for by the Company until the expiration
of Mr. Maddox's continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985. In addition, pursuant to Mr. Maddox's existing
restricted stock agreements, 82,238 unvested shares granted to Mr. Maddox shall
vest on January 31, 2022, representing a pro rata share of restricted stock
previously granted to Mr. Maddox. Pursuant to the Maddox Agreement, Mr. Maddox
will continue to serve on the boards of Wynn Interactive Ltd. and Wynn Macau,
Limited, each subsidiaries of the Company, until December 31, 2022, and will
remain available to the CEO of the Company for the remainder of 2022 on an as
needed basis. Under the Maddox Agreement, Mr. Maddox grants a waiver and release
of claims to the Company and agrees to certain non-competition, non-solicitation
and confidentiality provisions.
Billings Employment Agreement
On November 9, 2021, the Company entered into an agreement with Mr. Billings
(the "Billings Agreement").
Pursuant to the Billings Agreement, upon transition to the role of CEO, Mr.
Billings will receive: (1) a base salary of $1,800,000, (2) an annual target
bonus under the Company's incentive plan of not less than 200% of the base
salary, (3) an annual target equity grant of restricted stock equal to 375% of
Mr. Billings' base salary ($6.8 million in 2022), and (4) an initial grant of
restricted stock equal to $5.0 million, vesting ratably over three years on each
anniversary of the service commencement date as CEO. Equity awards granted to
Mr. Billings previously under his existing agreement with the Company pursuant
to the 2014 Omnibus Incentive Plan remain unchanged. The Billings Agreement
provides the same severance benefits that were provided under Mr. Billings'
prior employment agreement, except that the portion attributable to base salary
severance payments will be an amount equal to Mr. Billings' base salary for the
remainder of the term of the Billings Agreement, but not less than 18 months.
The Billings Agreement also contains certain non-competition, non-solicitation
and confidentiality provisions and has a term that ends on February 15, 2025.
The foregoing summaries of the Maddox Agreement and the Billings Agreement are
qualified by reference to each of the Maddox Agreement and the Billings
Agreement, copies of which will be filed as exhibits to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021.
Item 7.01 Regulation FD Disclosure.
On November 9, 2021, the Company issued a press release relating to the change
in management. This press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference. This information
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act"), or incorporated by reference in any
other filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. Description
99.1 Press release, dated November 9, 2021, of Wynn Resorts, Limited.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document
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