WYNN RESORTS LTD 8-K

What Happened Wynn Resorts, Limited filed an 8-K (Item 5.07) reporting the certified results of its 2026 Annual Meeting of Shareholders held May 6, 2026. Shareholders elected three Class III directors—Richard J. Byrne, Patricia Mulroy and Philip G. Satre—to serve until the 2029 Annual Meeting. The company also ratified Ernst & Young LLP as independent auditors, approved a non-binding advisory vote on executive compensation, and approved an amendment to its 2014 Omnibus Incentive Plan to add 3,000,000 authorized shares. Results were certified by American Election Services, LLC and the 8-K was filed May 8, 2026.

Key Details

• Director elections (terms to 2029):
  • Richard J. Byrne: 68,836,362 for / 4,473,197 against / 30,021 withheld (21,491,023 broker non-votes)
  • Patricia Mulroy: 69,670,731 for / 3,637,266 against / 31,583 withheld (21,491,023 broker non-votes)
  • Philip G. Satre: 72,592,989 for / 716,387 against / 30,204 withheld (21,491,023 broker non-votes)
• Auditor ratification (Proposal 2): Ernst & Young LLP ratified — 94,195,611 for / 544,911 against / 90,001 abstain (no broker non-votes).
• Advisory vote on named executive officer compensation (Proposal 3): 72,160,013 for / 1,102,273 against / 77,294 abstain (21,491,023 broker non-votes).
• Omnibus plan amendment (Proposal 4): Approved to increase authorized shares by 3,000,000 — 72,621,437 for / 640,398 against / 77,745 abstain (21,491,023 broker non-votes).

Why It Matters These certified votes determine corporate governance and compensation policy: the re-election of directors maintains board continuity through 2029; ratification of EY secures the company’s auditor for fiscal 2026; the non-binding “say-on-pay” carried, signaling shareholder support for executive pay as disclosed; and the approved increase to the 2014 Omnibus Incentive Plan authorizes additional shares for equity awards, which can affect dilution and executive compensation programs. Investors should note the vote margins and the presence of substantial broker non-votes on certain proposals.