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


On May 24, 2021, Wynn Resorts, Limited (the "Company") entered into the following agreement, consistent with its historical practice of confirming the terms of its executive's employment in written agreements.

In connection with the business combination transaction (the "Merger") between Wynn Interactive Ltd. ("WIL"), which operates the Company's online sports betting and gaming businesses, and Austerlitz Acquisition Corporation I, the Company entered into a fourth amendment on May 24, 2021, effective as of such date (the "Amendment") to the Employment Agreement, originally dated as of March 1, 2017, as amended on April 17, 2018, May 29, 2019, and December 31, 2020, by and between the Company and Craig Billings.

Pursuant to the Amendment, upon closing of the Merger, Mr. Billings will be granted 10,000 shares of fully vested common stock of the Company pursuant to the 2014 Omnibus Incentive Plan. Mr. Billings will serve as Chief Executive Officer and President of WIL (or such successor entity) from May 24, 2021 through December 31, 2022 (the "Services Period"). During the Services Period, Mr. Billings will continue to serve as Chief Financial Officer of the Company, but, effective as of May 24, 2021, will no longer serve as the Company's President. On or prior to the closing of the Merger, the Company and WIL (or such successor entity) will enter into a services agreement (the "Services Agreement") pursuant to which WIL will compensate the Company for Mr. Billings' service during the Services Period, which will include WIL reimbursing the Company for a portion of Mr. Billings' annual base salary, annual incentive compensation, employee benefits, annual equity award, and certain expense reimbursements, as applicable.

The Amendment does not change Mr. Billings' current base salary, and he will remain eligible to earn annual cash bonus compensation under the Company's incentive plan at his current target award level. The Amendment extends the term of his agreement by one additional year. Equity awards previously granted to Mr. Billings under his existing agreement with the Company under the 2014 Omnibus Incentive Plan will remain unchanged. Mr. Billings will remain eligible to receive an annual restricted share grant with a target value equivalent to 180% of his base salary, which can be delivered in shares of the Company, WIL, or a combination of the foregoing.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.




Item 9.01   Financial Statements and Exhibits.



(d)Exhibits.
Exhibit No.        Description

10.1                 Fourth Amendment to Employment Agreement, dated as of May 24, 2021, by and
                   between Wynn Resorts, Limited and Craig     Billings.
104                Cover Page Interactive Data File - the cover page XBRL tags are embedded within
                   the Inline XBRL document



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