WYNN RESORTS LTD (WYNN)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
WYNN RESORTS LTD · Meeting: May 6, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class III Directors to Serve Until the 2029 Annual Meeting of Shareholders
Against Analysis
Mr. Byrne has served on the board since August 2018, meaning his full tenure overlaps the 3-year underperformance period during which Wynn's stock fell roughly 3% while the company's own disclosed peer group returned a median of +34% — a gap of nearly 37 percentage points, well above the 20-point trigger for companies with negative absolute returns; the 5-year check does not rescue this result because Wynn's 5-year return of -18% also trails the peer median by more than the 20-point threshold.
Ms. Mulroy has served on the board since October 2015, so her tenure fully covers the period during which Wynn's stock lagged its own peer group by nearly 37 percentage points over three years; the 5-year record provides no relief because the underperformance gap over five years also exceeds the policy threshold, indicating this is not a recent short-term trough but a sustained pattern.
Mr. Satre joined the board in August 2018 and has served as the independent chair since November 2018, making him the board's most senior leader throughout the full underperformance period; Wynn's 3-year stock return of roughly -3% trailed the company's own peer group median by nearly 37 percentage points, far exceeding the 20-point trigger, and the 5-year comparison also fails the test, so no mitigating adjustment is warranted.
For Analysis
All three Class III nominees are being voted AGAINST because Wynn's 3-year stock return of approximately -3% trailed its own disclosed compensation peer group median of +34% by nearly 37 percentage points — well above the 20-point threshold that applies when absolute returns are negative — and the 5-year record does not provide relief since that gap also exceeds the threshold; all three directors have served since 2018 or earlier and their tenures fully overlap the underperformance period.
Say on Pay
✓ FORCEO
CRAIG S. BILLINGS
Total Comp
$15,090,901
Prior Support
N/A
CEO Craig Billings received total compensation of approximately $15.1 million in 2025, which is reasonable for the chief executive of a ~$10–12 billion market cap luxury gaming company with global operations; 84% of total executive pay is variable and at-risk, annual incentives are 100% tied to pre-set financial and operational goals (property-level earnings, market share, Forbes Five-Star, and a UAE construction milestone), and 55% of long-term equity is performance-based including awards tied to a 3-year absolute total shareholder return hurdle — this is a well-structured pay-for-performance program with meaningful conditions. While Wynn's stock has underperformed its peer group over three years (which is addressed separately in the director election analysis), the incentive pay structure itself has genuine and measurable performance conditions rather than being fixed pay in disguise, and the company's compensation committee targets peer-median total pay, making the overall program supportable.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,550,477
Non-Audit Fees
$114,937
Non-audit fees (audit-related fees of $32,000 plus tax fees of $82,937, totaling approximately $115,000) represent about 3.2% of audit fees of $3.55 million, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire; Ernst & Young is a Big 4 firm fully appropriate for a company of Wynn's size and complexity.
Overall Assessment
The 2026 Wynn Resorts annual meeting presents four proposals; all three Class III director nominees are voted AGAINST because Wynn's stock has significantly underperformed its own disclosed peer group over both three and five years with no mitigating adjustment available, while the auditor ratification and say-on-pay proposals both pass their respective policy screens and receive FOR votes. The equity plan share increase (Proposal 4) is not evaluated as that proposal type falls outside the current policy scope.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing