Wynn Resorts

Notice of 2017

Annual Meeting and

Proxy Statement

Table of Contents

2022 Highlights

		Table of Contents

(1) Adjusted Property EBITDAR is a net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, gain on EBH Transaction, net, property charges and other, triple-net operating lease rent expense related to Encore Boston Harbor, management and license fees, corporate expenses and other (including intercompany golf course, meeting and convention, and water rights leases), stock-based compensation, change in derivatives fair value, loss on extinguishment of debt, and other non-operating income and expenses. See our Annual Report on Form 10-K for the year ended December 31, 2022 (Item 8, Note 19—“Segment Information” to our Consolidated Financial Statements) for the definition of “Adjusted Property EBITDAR,” a reconciliation of Adjusted Property EBITDAR to net income/loss attributable to Wynn Resorts.

SHAREHOLDER ENGAGEMENT AND RESPONSIVENESS

Our 2017 Annual MeetingWe value the perspective of Stockholdersour shareholders and believe that shareholder engagement leads to enhanced governance practices.

This Proxy Statement is furnishedWe recognize that the results of our last two advisory votes on our NEOs’ compensation (“Say-on-Pay” votes) are reflective of not meeting our investors’ expectations as far as our level of engagement and responsiveness to their feedback.

The years for which these Say-on-Pay votes took place (2021 and 2022) represented an unprecedent time for the stockholders of Wynn Resorts, Limited, a Nevada corporation (“Wynn Resorts”, “we” or the “Company”), in connectioncompany, as we dealt with the solicitation byextended impact of COVID-19 on our operations in Macau, all while managing a CEO and CFO transition.

We are committed to set and meet a best-practice standard for engagement with our investors. We value our investors’ views and fully intend to respond to their feedback when making future decisions about the Company’s Boardphilosophy, design and components of Directors (the “Board”) of proxies for its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on April 21, 2017, atour executive compensation program. We believe the Encore Ballroom at Wynn Las Vegas, 3131 Las Vegas Boulevard South, Las Vegas, Nevada, at 9:00 am (local time), and at any adjournments or postponements thereof. Our principal executive offices are 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Matters to be considered and acted upon at the Annual Meeting are set forthchanges we made, as further described in the Notice of Annual Meeting of Stockholders accompanyingtable “What We Heard—How We Responded” below demonstrate this Proxy Statement and are more fully described herein.

The Board recommends a vote as follows:commitment.

The table below summarizes the common themes that emerged from our engagement conversations and Solicitation

Only holders of record of shares of the Company’s common stock, par value $0.01 (“Common Stock”), as of the close of business on February 24, 2017, the record date fixed by the Board (the “Record Date”), are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. As of the Record Date, there were 101,917,880 shares of Common Stock outstanding. Each stockholder is entitled to one vote for each share of Common Stock held as of the Record Date on all matters presented at the Annual Meeting.

At least a majority of the outstanding shares of Common Stock must be represented at the Annual Meeting, in person or by proxy, to constitute a quorum and to transact business at the Annual Meeting. Abstentions, brokernon-votes and “withhold” votes are counted for purposes determining whether there is a quorum.

A plurality of the votes cast in person or by proxy at the Annual Meeting is required for the election of the director nominees. Shares as to which a stockholder withholds voting authority and brokernon-votes, which are described below, will not affect the outcome of the election.

For each other item to be acted upon at the Annual Meeting (Proposal Nos. 2, 3, 4 and 5), the item will be approved if the number of votes cast in favor of the item by the stockholders entitled to vote exceeds the number of votes cast in opposition to the item. Abstentions and brokernon-votes will not be counted as votes cast on an item and, therefore, will not affect the outcome of these proposals. Shares represented by properly executed and unrevoked proxies will be voted at the Annual Meeting in accordance with the directions of stockholders indicated in their proxies. If no specification is made, shares represented by properly executed and unrevoked proxies will be voted in accordance with the specific recommendations of the Board set forth above. If any other matter properly comes before the Annual Meeting, the shares will be voted in the discretion of the persons voting pursuant to the respective proxies.

For a stockholder who holds his or her shares through an intermediary, such as a broker, bank or other nominee (referred to as “beneficial owners”), such intermediary will not be permitted to vote on Proposal 1 (the election of directors), Proposal 3 (approval of the compensation of our named executive officers (known as a“say-on-pay” vote)), Proposal 4 (approval of the frequency of futuresay-on-pay votes) or Proposal 5 (the stockholder proposal) if the stockholder does not provide the intermediary with applicable voting instructions (this situation is called a “brokernon-vote”).Accordingly, we encourage you to vote your shares on all matters being considered at the Annual Meeting.Notwithstanding the occurrence of a brokernon-vote, the intermediary may still vote the stockholder’s shares on Proposal 2 (ratification of Ernst & Young LLP as our independent auditor).Board’s responsive actions:

WHAT WE HEARD		General Information HOW WE RESPONDED
page 1A desire for more—and more detailed—responsiveness to Say-on-Pay votes		Offered engagements to shareholders representing 52% of shares outstanding Engaged on two continents with shareholders representing 49% of shares outstanding At least one Board member attended the meetings with shareholders representing ~35% of shares outstanding 60% of the engagements including a Board member were held in-person We also engaged with both of the leading proxy advisory firms
Long-term incentive (“LTI”) metrics should be 50%+ performance based		55% of our January 2023 LTI grants are performance based, 45% time based
Add total shareholder return (“TSR”) metric to align LTI awards with shareholder returns		Added an absolute TSR metric to 2023 LTI performance-based awards
Concern that 1, 2 and 3 year LTI performance periods are overlapping		Added 3-yr cliff vesting to 2023 LTI awards
Retain a relative measure in LTI awards		Retained Las Vegas relative Fair Share metrics for 2023 LTI awards
No clawback policy		Clawback policy adopted ahead of NASDAQ rule being issued
New CEO’s signing grant lacked performance hurdles, base pay higher than some peers		Internal promotion of CEO a best practice; signing grant aligned pay with external comps particularly for a sought-after executive; CEO total pay below the 25th percentile of peer group
Related vocabulary for short-term incentive (“STI”) and LTI metrics raises questions of double dipping		Enhanced disclosure showing STI and LTI metrics are distinct and don’t overlap
More clarity on STI metrics and annual performance goal selections		More clarity provided. Refer to “Compensation discussion and analysis” — “2022 Compensation design & decisions”
Explain any inconsistencies in goals over time		Improved disclosure on need for temporary adjustments due to pandemic’s exceptional impact, especially in Macau
More clarity on how achievement level of individual STI metrics contributes to overall STI award		More clarity provided. Refer to “Compensation discussion and analysis” — “2022 Annual incentive payout”
Provide detailed disclosure in new Say-on-Pay table; conflicting views offered on whether detailed footnotes are desirable		New table in its own section; footnotes provided
Lack of disclosure surrounding transition payments to former CEO		Filed a DEFA14A on April 25, 2022 clarifying that to ensure a successful CEO transition, the Company entered into a transition agreement with the outgoing CEO which did not include any incremental benefits or compensation, nor vesting of equity, beyond the separation terms in his employment agreement

General Information 

How You Can Vote

Stockholders of Record. For stockholders of record, there are four different ways you can vote:

The Internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares and to confirm that your voting instructions have been properly recorded. Specific instructions are set forth on the enclosed proxy card. In order to be timely processed, an Internet or telephone vote must be received by11:59 p.m. Eastern Time on April 20, 2017. Regardless of the method you choose, yourPay vote is important. Please vote by following the specific instructions on your proxy card.

Beneficial Stockholders. For stockholders who own shares of the Company’s Common Stock through an intermediary, such as a broker, bank or other nominee, the intermediary is the stockholder of record but will vote your sharesdescribed in accordance with your instructions. In order to have your shares voted, you will need to follow the instructions for voting provided by your broker, bank or other nominee.

Revocability of Proxies

Stockholders of Record. If you are a stockholder of recordgreater depth in “Compensation discussion and you deliver a proxy pursuant to this solicitation, you may revoke that proxy at any time before it is voted by (a) giving written notice to our Corporate Secretary at the address set forth below, (b) delivering to our Corporate Secretary a later dated proxy, (c) submitting another proxy by telephone or over the Internet (your latest telephone or Internet voting instructions are followed), or (d) voting in person at the Annual Meeting. Written notice of revocation or subsequent proxy should be sent to:

Wynn Resorts, Limited

c/o Corporate Secretary

3131 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Beneficial Stockholders. If your shares are held through an intermediary, such as a bank, broker or other nominee, you must contact that person if you wish to revoke previously given voting instructions. In this case, attendance at the Annual Meeting, in and of itself, does not revoke a prior proxy.

Attending the Annual Meeting

Stockholders of Record. For stockholders of record, a government-issued photo identification that matches the stockholder’s name on the Company’s stock ledger as of the close of business on the Record Date must be presented to attend the Annual Meeting.

Beneficial Stockholders. For stockholders who own shares of the Company’s Common Stock through an intermediary, such as a broker, bank or other nominee, satisfactory proof of ownership of the Company’s Common Stock as of the close of business on the Record Date must be presented to attend the Annual Meeting. Satisfactory proof of ownership consists of a government-issued photo identification and a document that includes the stockholder’s name and confirms ownership as of the Record Date, such as (a) the Notice of Internet Availability that was mailedanalysis” — “Shareholder engagement & response to the stockholder, (b) a copy of a voting instruction form mailed to the stockholder, or (c) a valid proxy signed by the record holder.

Persons who are not stockholders will be entitled to admission only if they have a valid legal proxy from a record holder and government-issued photo identification. Each stockholder may appoint only one proxyholder to attend on his or her behalf.2022 Say-on-Pay vote.”

2023 PROXY STATEMENT		General Information //  2  //
	page 2

NoticeGovernance

WHO WE ARE

DIRECTOR SKILLS AND EXPERIENCE

The table below and the director biographies below highlight the key skills and experiences that our directors have developed through education, direct experience and oversight responsibilities. We believe these collective qualities, skills, experiences and attributes are essential to the Board’s ability to exercise its risk oversight function and to guide us to long-term, sustainable performance. If an individual director is not listed as having a particular attribute, it does not signify a director’s lack of Internet Availability of Proxy Materials

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materialsability to some stockholders via the Internet, instead of mailing printed copies of those materials to each stockholder. On or about March 10, 2017, we mailed to stockholders either a printed copy of our Annual Meeting materials or a Notice of Internet Availability containing instructions on how to access our Annual Meeting materials, including this Proxy Statement and our Annual Report for the fiscal year ending December 31, 2016. The Notice of Internet Availability also explains how to vote through the Internet or by telephone.

This electronic access process expedites stockholders’ receipt of our Annual Meeting materials, lowers the cost of our Annual Meeting and conserves natural resources. However, if you would prefer to receive a printed copy of our Annual Meeting materials, a paper proxy card or voting instructions card, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our Annual Meeting materials electronically or by mail, you will continue to receive these materialscontribute in that format unless you elect otherwise.specific area. Rather, it is intended to depict notable areas of focus.

		General Information
	page 3

* Denotes those designated as Audit Committee financial experts.

Board composition

Our Board currently has nine members: Philip Satre, who serves as non-executive Chair of the Board, Betsy Atkins, Craig Billings, our Chief Executive Officer, Richard Byrne, Patricia Mulroy, Margaret Myers, Clark Randt, Jr., Darnell Strom, and Winifred Webb. In addition, Matt Maddox served as a director until his departure on January 31, 2022. In accordance with our Retirement Policy included as part of our Corporate Governance Guidelines, Ambassador Randt will not be standing for re- election and will be retiring as a member of the Board effective at the 2023 Annual Meeting. We thank Ambassador Randt for his many years of dedicated service to the Company.

At the 2023 Annual Meeting, Mr. Byrne, Ms. Mulroy, and Mr. Satre are standing for election to serve on our Board until the 2026 Annual Meeting.

Director biographies Biographical and other information for our directors is provided below.

Betsy S. Atkins Chief Executive Officer and Founder, Baja Corporation

Ms. Atkins has been the Chief Executive Officer of Baja Corporation, an independent venture capital firm focused on technology, renewable energy and life sciences, since 1994. Ms. Atkins currently serves on the Boards of SL Green Realty (since April 2015), Solaredge Technologies, Inc. (since June 2021) and Enovix Corporation (since July 2021).

PREVIOUS EXPERIENCE –  January 2016 to March 2022: Board member, Volvo Car Group –  2016 to October 2018: Director, Cognizant Technology Solutions –  February 2009 to August 2009: Chair and Chief Executive Officer, Clear Standards (until acquired by SAP) –  1991 to 1993: Chair and Chief Executive Officer, NCI, Inc. –  1989 to 1999: Co-founder, Director, Executive Vice President Sales, Marketing, International Operations, Ascend Communications (until acquired by Lucent Technologies) –  Previously served on the boards of DirectorsSchneider Electric, HD Supply Holdings, Polycom, SunPower, Chico’s FAS, Ciber, Darden Restaurants –  Formerly Chair, Executive Advisory Board, SAP, AG, and Chair, Executive Advisory Board, British Telecom and presidential-appointee to the Pension Benefit Guaranty Corporation advisory committee EDUCATION Ms. Atkins graduated with a B.A. from the University of Massachusetts. EXPERTISE Ms. Atkins brings to our Board executive leadership and operational experience in various technology, food & beverage and retail industries, as well as significant public board experience and executive compensation, sustainability and enterprise risk management expertise.

Director Since

April 2018

Term Expires

2024 Annual Meeting

Age

69

Board Committees:

Compensation (Chair), Nominating and Corporate Governance

Under our Third Amended and Restated Articles of Incorporation (the “Articles”) and our Eighth Amended and Restated Bylaws (the “Bylaws”), the number of directors on our Board is established from time to time by resolution of the Board and must not be less than one nor more than thirteen members. Our Board currently has ten directors, divided into three classes, designated as Class I, Class II and Class III. Members of each class serve for a three-year term. At each annual meeting, the terms of one class of directors expire. The term of office of the current Class III directors will expire at the 2017 Annual Meeting. The term of office of the current Class I directors will expire at the 2018 Annual Meeting, and the term of office of the current Class II directors will expire at the 2019 Annual Meeting. The Board has nominated the three individuals listed below to serve as Class III directors for terms that commence upon election at the 2017 Annual Meeting. If elected at the 2017 Annual Meeting, each nominee would serve until the 2020 Annual Meeting and until his successor has been duly elected and qualified, or until his earlier death, resignation, removal or retirement. The persons designated as proxies will have discretion to cast votes for other persons in the event any nominee for director is unable to serve, or the Board may choose to reduce the size of the Board. At present, it is not anticipated that any nominee will be unable to serve.

Director Nominees

At a meeting on February 22, 2017, Mr. Wynn advised the Company’s Nominating and Corporate Governance Committee (the “Corporate Governance Committee”) that pursuant to the Amended and Restated Stockholders Agreement dated as of January 6, 2010, his endorsed nominees included Robert J. Miller, Clark T. Randt, Jr., D. Boone Wayson and Elaine P. Wynn. The Committee, with Governor Miller and Mr. Wayson abstaining, recommended Governor Miller, Ambassador Randt and Mr. Wayson to the full Board and this recommendation was adopted by the Board, with Mr. Wynn abstaining. Accordingly, the Board is nominating the following individuals for election as Class III directors:

Biographical and other information concerning these and the continuing directors serving on our Board is provided below. Also included are the key skills and qualifications of our directors supporting their service.

Director Biographies and Qualifications

Class III Director Nominees for ElectionSKILLS AND QUALIFICATIONS

2023 PROXY STATEMENT		//  4  //

Craig S. Billings Chief Executive Officer, Wynn Resorts, Limited

Mr. Billings has served as the Company’s CEO since February 1, 2022, and as President from March 2019 until May 2020 when he became CEO of Wynn Interactive. Mr. Billings joined the Company in March 2017 as Chief Financial Officer until he was selected as CEO. Mr. Billings is also the CEO and an Executive Director of Wynn Macau, Limited, a majority owned subsidiary of the Company. Mr. Billings serves as a Director of Applovin Corporation.

Proposal 1: ElectionPREVIOUS EXPERIENCE –  2015 to 2017: Gaming industry independent advisor and investor –  2012 to 2015: Chief Digital Officer, Strategy & Business Development Managing Director, various roles, Aristocrat Leisure Ltd. –  Previously Vice President in the Investment Banking Division of DirectorsGoldman Sachs in both New York and London, covering the gaming industry –  Previously audit and assurance manager at Deloitte. –  2015 to 2018: Director and Non-Executive Chair, NYX Gaming Group EDUCATION Mr. Billings graduated with a B.S. cum laude in Accounting from the University of Nevada, Las Vegas, and received an M.B.A. from Columbia Business School. Mr. Billings is a Certified Public Accountant. EXPERTISE Mr. Billings has extensive leadership and innovation experience in the gaming industry, both domestically and internationally, as well as experience in the investment banking and financial services industries.

page 4 Director Since

February 2022

Term Expires

2025 Annual Meeting

Age

50

Proposal 1: Election of Directors 

SKILLS AND QUALIFICATIONS

Richard J. Byrne CEO, Chair of the Board of Franklin BSP Realty Trust, Inc.

Mr. Byrne is Chair of the Board and CEO of Franklin BSP Realty Trust, Inc., a publicly-traded commercial real estate finance company, which is externally managed by Benefit Street Partners L.L.C., (a wholly owned subsidiary of Franklin Resources, Inc.), where Mr. Byrne has served as president since 2013. In addition to his one public company board chair position, Mr. Byrne serves as CEO and chair of two related non-publicly traded business-development companies regulated by the Investment Company Act of 1940: Franklin BSP Lending Corp. since 2016 and Franklin BSP Capital Corp. since 2020. Mr. Byrne is a member of the board of directors of New York Road Runners and is also the Founder and Chief Executive Officer of KASAI Elite Grappling Championships.

PREVIOUS EXPERIENCE –  1999 to 2013: Chief Executive Officer, Deutsche Bank Securities, Inc. (2008-2013); Global Co-Head of Capital Markets at Deutsche Bank (2006-2013); member of the Global Banking Executive Committee and the Global Markets Executive Committee (2001-2010) –  1985 to 1999: Global Co-Head of the Leveraged Finance Group and Global Head of Credit Research at Merrill Lynch & Co. –  Highly-ranked credit research analyst, principally in the gaming, lodging and leisure sector EDUCATION Mr. Byrne graduated with a B.A. from Binghamton University and a Masters of Business Administration (M.B.A.) from the Kellogg School of Management at Northwestern University. EXPERTISE Mr. Byrne has extensive high-level experience in the investment banking and financial services industries, adding expertise in corporate finance and substantial knowledge of the public and private capital markets to our Board. Mr. Byrne also has a deep background in the casino resort industry.

Director Since

August 2018

Term Expires

2023 Annual Meeting

Age

62

Board Committees:

Audit (Financial Expert) Compensation

SKILLS AND QUALIFICATIONS

Patricia Mulroy Non-Resident Senior Fellow for Climate Adaptation & Environmental Policy, Practitioner in

Residence, Saltman Center for Conflict Resolution, William S. Boyd School of Law, University of Nevada, Las Vegas

Ms. Mulroy is currently a Non-Resident Senior Fellow for Climate Adaptation and Environmental Policy and Practitioner in Residence at the Saltman Center for Conflict Resolution at the William S. Boyd School of Law at the University of Nevada, Las Vegas, joining them after having served as a Non-Resident Senior Fellow of the Brookings Institute She serves on the Board of Bowman Consulting, Inc. a publicly traded engineering consulting firm. Ms. Mulroy operates a consulting firm representing both corporate and government clients in water matters Ms. Mulroy is a recognized expert in climate related adaptation strategies for both governments and corporations having worked with organizations such as the World Bank in China and with the government of Saudi Arabia on their Project Neon. Ms. Mulroy formerly was a member of the Global Agenda Council on Water of the World Economic Forum and still serves as a Water Advisor to the organization.

PREVIOUS EXPERIENCE –  July 2014 to October 2015: served on the Nevada Gaming Commission –  1995 to 2014: Nevada’s representative in all interstate, national and international negotiations and matters regarding the Colorado River negotiating numerous groundbreaking interstate agreements and international treaty modifications. –  1993 to 2014: Chief executive of the Southern Nevada Water Authority –  1989 to 2014: Chief executive of the Las Vegas Valley Water District EDUCATION Ms. Mulroy graduated with a B.A. and M.A. from the University of Nevada, Las Vegas and pursued doctoral studies at Stanford University. EXPERTISE Ms. Mulroy brings more than 30 years of government experience to the Board, serving in numerous leadership roles focusing on Nevada’s public infrastructure. Additionally, Ms. Mulroy’s experience on the Nevada Gaming Commission brings experience and insight into state regulatory and public policy issues impacting the Company’s operations.

Director Since

October 2015

Term Expires

2023 Annual Meeting

Age

70

Board Committees:

Audit Nominating and Corporate Governance (Chair)

SKILLS AND QUALIFICATIONS

Margaret J. Myers Senior Advisor to the Governor of California and Director of the Governor’s Office of

Business and Economic Development

Ms. Myers is currently Senior Advisor to the Governor of California and Director of the Governor’s Office of Business and Economic Development. From September 2014 to April 2020, Ms. Myers was Executive Vice President, Worldwide Corporate Communications and Public Affairs for Warner Bros. Entertainment, Inc. (“Warner Bros.”), a broad-based global entertainment company.

PREVIOUS EXPERIENCE –  September 2010 to June 2014: Managing Director, Strategic Communications and Public Affairs Practice, Glover Park Group –  1994 to 2010: Political analyst, commentator and writer –  January 2009, Ambassador Randt1993 to December 1994: White House Press Secretary –  Ms. Myers is the author of the 2008 New York Times best-selling book, “Why Women Should Rule the World” EDUCATION Ms. Myers graduated with a B.S. from Santa Clara University. EXPERTISE Ms. Myers has extensive experience in both the public and private sectors, as a C-Suite executive, senior government official and board member. She brings to our Board expertise in strategic growth, policy and governance and corporate communications strategies, including media relations, crisis and reputation management, executive communications, corporate responsibility, and philanthropy.

Director Since

April 2018

Term Expires

2025 Annual Meeting

Age

61

Board Committees:

Compensation Nominating and Corporate Governance

SKILLS AND QUALIFICATIONS

Clark T. Randt Jr. President, Randt & Co. LLC

Ambassador Randt is currently President of Randt & Co. LLC, which advises firms with interests in China. Ambassador Randt has been a Director of Valmont Industries since February 2009. Ambassador Randt is also a member of the Council on Foreign Relations. Ambassador Randt is a member of the New York State Bar Association, was admitted to the Hong Kong Bar Association, and has over 25 years of experience in cross-border corporate and finance transactions.

PREVIOUS EXPERIENCE –  2001 to 2009: United States Ambassador to the People’s Republic of China. Prior to that, he was aChina –  Previously, partner at the international law firm of Shearman & Sterling, heading the firm’s substantialhead of China practice from Hong Kong. EDUCATION Ambassador Randt isgraduated with a member of the

New York bar association and was admitted to the Hong Kong bar associationB.A. from Yale University, and has over 25 yearsa J.D. from the University of experience in cross-border corporate and finance transactions. Ambassador Randt served as former Governor and First Vice President of the American Chamber of Commerce in Hong Kong and from 1982 to 1984, he served as First Secretary and Commercial Attaché at the U.S. Embassy in Beijing. In 1974, Ambassador Randt was the China representative of the National Council for United States-China Trade. From 1968 to 1972, Ambassador Randt served in the United States Air Force Security Service.Michigan Law School.

Experience, qualifications, attributes and skills.EXPERTISE Ambassador Randt’s service as the U.S. Ambassador to the People’s Republic of China and his ongoing expertise regarding China give him a unique perspective on international business and foreign policy issues. Additionally, his fluency in Mandarin Chinese and extensive China experience make him well-suited to meaningfully contribute to the Board’s oversight of the Company’s operations in Macau.

Director Since

October 2015

Term Expires

2023 Annual Meeting

Age

76

Board Committees

Compensation

Philip G. Satre Retired

Mr. Satre has served as the Non-Executive Chair of the Board since November 2018 and joined the Board as Vice-Chair in August 2018. In the not-for-profit sector, Mr. Satre is President Emeritus of the International Center for Responsible Gaming; a Trustee of The National World War II Museum; serves on the Board of the National Automobile Museum - The Harrah Collection in Reno, Nevada; is Co-Founder and Chair of the Kenny Guinn Center for Policy Priorities and served on the Stanford Alumni Association Board of Directors until June 2022.

PREVIOUS EXPERIENCE –  1980 to 2005: Various roles at Harrah’s Entertainment, Inc. with increasing responsibility, including Vice President, General Counsel and Secretary; President and Chief Executive Officer of its gaming division; culminating in service as CEO and Chair –  Previously served on the boards of Nordstrom, Inc., International Game Technology PLC (“IGT”), NV Energy, Tabcorp Holdings Ltd. (Australia), and Rite Aid Corporation –  Various roles in non-profits, including as Chair of the Guinn Center for Policy Priorities and Emeritus Member of the Stanford University Board of Trustees (2005 to 2010) EDUCATION Mr. Satre graduated with a B.A. from Stanford University and a J.D. from the University of California, Davis. He attended the M.I.T. Senior Executive Development Program in Fall, 1982. EXPERTISE Mr. Satre’s prior experience as an executive in our industry brings the Board extensive understanding of the complex financial, regulatory, operational, and strategic challenges we face, while his prior experience as a director across a diversity of industries adds additional expertise in matters of good corporate governance and effective Board oversight.

Director Since

August 2018

Term Expires

2023 Annual Meeting

Age

73

Board Committees

Nominating and Corporate Governance

SKILLS AND QUALIFICATIONS

Darnell O. Strom Partner & Head of Culture and Leadership, UTA

Mr. Strom is a Partner & Head of the Culture and Leadership Division at premiere entertainment agency, United Talent Agency (“UTA”). Mr. Strom represents transformative talent, brands, and organizations across entertainment, media, sports, fashion, the arts, entrepreneurship, politics, and thought leadership.

Directors Continuing in Office

Class I Directors (Term expires at 2018 Annual Meeting)

SKILLS AND QUALIFICATIONS

		//  11  //

Winifred M. Webb Founder, Kestrel Corporate Advisors

Ms. Webb founded Kestrel Corporate Advisors, an advisory services firm in 2013. Ms. Webb currently serves on the Board of Trustees of AMH (since January 2019), the Boards of AppFolio, Inc. (since December 2019) and ABM Industries (“ABM”) (since 2014).

Proposal 1: ElectionPREVIOUS EXPERIENCE –  2010 to 2013: Managing Director, Tennenbaum Capital Partners, now part of DirectorsBlackRock –  2008 to 2010: Member of the Corporate Executive team and senior advisor, Ticketmaster –  1988 to 2008: Various senior corporate positions, including as Senior Vice President of Investor Relations and Shareholder Services, and governance outreach, The Walt Disney Company (“Disney”); Executive Director, The Walt Disney Company Foundation –  Previously held various investment banking positions –  Prior service on the boards of TiVo, Jack in the Box, and nonprofit PetSmart Charities EDUCATION Ms. Webb graduated with a B.A. (with honors) from Smith College and received her M.B.A. from Harvard University. EXPERTISE Ms. Webb brings to our Board significant industry expertise in travel and tourism, hospitality, food and beverage, media and entertainment, retailing, real estate and facilities services. Ms. Webb’s experience developing award-winning investor relations, strategic communications, brand-building programs and extensive, public company board service contribute to the Board’s ability to provide creative solutions in strategic planning and board governance.

page 5 Director Since

April 2018

Term Expires

2025 Annual Meeting

Age

65

Board Committees:

Audit, Chair (Financial Expert)

Proposal 1: Election of Directors 

Class II Directors (Term expires at 2019 Annual Meeting)

//  12  //		Proposal 1: Election of Directors
		page 6

OverviewBoard independence

Our Governance Program. OurThe Board has affirmatively determined that each director that served during 2022 was, and management are committedeach current director continues to soundqualify as an independent director in accordance with Nasdaq’s listing standards, except Mr. Billings, our Chief Executive Officer, and effective corporate governance. Consistent with this commitment,Mr. Maddox, our former Chief Executive Officer. In addition, the CompanyBoard has established a comprehensive corporate governance framework, with policiesdetermined that each of Messrs. Byrne and programs designed not only to satisfyStrom, and Ms. Mulroy and Ms. Webb meets the extensive regulatoryheightened independence requirements applicable to our business but also to build value for the Company’s stockholders and promote the vitality of the Company for its customers, employees and the other individuals and organizations that depend upon it. The key components of our corporate governance framework areAudit Committee membership as set forth in the following documents:

WHAT WE ACCOMPLISHED

We are asking for your voting support to continue our leadership, so we want to share some highlights from what we—your board of directors—accomplished and oversaw in 2022:

Other than the compliance programs, each of the above documents is available on our website athttp://www.wynnresorts.com under the heading “Corporate Governance” on the Company Information page.

Corporate Social Responsibility. We are committed to operating our business in a manner that incorporates our core values of compassion and responsibility, including participating in wide-ranging community service and philanthropic efforts that assist underserved communities in the markets in which we operate. Our 2015 Corporate Social Responsibility Report is currently available on our website.

Board Leadership Structure

The Board has given careful consideration to the leadership model that best serves the interests of our stockholders. The Board has determined that the interests of all stockholders are currently best served with Mr. Wynn serving in a combined Chairman and Chief Executive Officer (“CEO”) position with Governor Miller serving in the Lead Independent Director role. The Board also believes that the issue of whether to combine or separate the offices of Chairman and CEO is part of the succession planning process and that it is in the best interests of the Companybetter suited for the Board to periodically evaluatefull Board. We also consider carefully which directors serve on, and make a determination whether to combine or separatechair, each committee, and how reporting between the roles based upon current circumstances.

Chairman and CEO. Mr. Wynn has served as the Chairman and CEO of the Company since its formation in 2002. We believe that during his tenure, Mr. Wynn has delivered exceptional value to our stockholders. Under Mr. Wynn’s leadership, from our initial public offering in 2002 through the end of 2016, we have paid approximately $6.4 billion, or $58.75 per share, in dividends to our stockholders. Our stockholders have seen a compounded annual total stockholder return (including reinvestment of dividends) of 19% over the same timeframe.

Mr. Wynn is the founder, creator and name behind our brand. We believe he brings extraordinary talent to our Company that is unrivaled in our industry. In addition,committees, the Board, believes that Mr. Wynn’s combined role as Chairman and CEO promotes unified leadership and direction for the Board Chair, and management and provides focused leadership for the Company’s operational and strategic efforts.

Lead Independent Director. Governor Miller currently serves as our Lead Independent Director. The Lead Independent Director is elected annually by the independent members of the Board. In accordance with the specific duties prescribed inshould take place.

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Corporate Governance 

our CorporateAs the expectations placed on company boards continue to grow, the Nominating and Governance Guidelines,Committee periodically assesses this structure, including monitoring the Lead Independent Director’s responsibilities include: (i) presiding at all meetingsfunction of the Board at whichcommittees through the Chairman is not present, including executive sessions ofannual self-evaluation process, when and whether new committees or sub-committees are needed and how the independent directors; (ii) overseeing and reviewing information sentcommittee’s reporting mechanisms to the Board; (iii) approving the agenda and schedule for Board meetings to provide that there is sufficient time for discussion of all agenda items; (iv) acting as the liaison between the Chairman and the independent directors; (v) overseeing the Company’s engagement with stockholders on corporate governance and other appropriate issues, including being available, if requested by stockholders, when appropriate, for consultation and direct communication with significant stockholders; and (vi) performing such additional functions as designated by the Board. The Lead Independent Director also has the authority to call executive sessions of the independent directors.

Other Board Governance Measures. The combined role of Chairman and CEO is further balanced by the Board’s demonstrated commitment and ability to provide independent oversight of management. As discussed in greater detail below, eight of the ten members of our Board satisfy the most stringent requirements of independence under the Exchange Act and NASDAQ for audit committee members, and the Audit, Compensation, and Corporate Governance Committees are each comprised entirely of independent members of the Board. We believe this structure encourages independent and effective oversight of the Company’s operations and prudent management of risk. In addition, the Company is subject to stringent regulatory requirements and oversight, combining our internal controls with third-party monitoring of the Company’s operations. The independent members of the Board meet separately in executive session at each regular meeting of the Board. The members of the Audit Committee also meet separately in executive session with each of the Company’s independent auditors, General Counsel, Chief Audit Executive, Chief Financial Officer and Compliance Officer. The Lead Independent Director is responsible for communicating to the CEO and management all concerns that arise during executive sessions. In addition, all Committee agendas and all agendas for meetings of the Board are providedoperating in advance to all independent memberspractice.

Committees of the Board. The independent directors are encouraged to, and do, review the proposed agenda items and add additional items of concern or interest. Further, our CEO’s compensation is established and reviewed by the Compensation Committee, all of whose members are independent. The Compensation Committee engages an independent third party to evaluate the level of the compensation provided to our named executive officers. This evaluation was last completed in 2016 by Frederic W. Cook & Co., Inc. Please refer to the “Compensation Discussion and Analysis” beginning on page 19 for the details of this review.board

Director Independence

The Board has determined that eight of its ten members are independent under standards set forth in our Corporate Governance Guidelines and NASDAQ listing standards. The Board has further determined that each of the eight independent directors also meet the additional, heightened independence criteria applicable to audit and compensation committee members under the Exchange Act and NASDAQ listing standards. The eight independent directors are Ms. Mulroy and Messrs. Hagenbuch, Irani, Johnson, Miller, Shoemaker, Virtue and Wayson. Based upon information requested from each director concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the independent directors has a direct or indirect relationship with the Company that could interfere with the exercise of the director’s independent judgment in carrying our his or her responsibilities. In assessing independence, the Board considered all relevant facts and circumstances, including that none of the independent directors or their immediate family members has any economic relationship with the Company other than the receipt of his or her director’s compensation and compensation provided to directors’ immediate family members, as defined under NASDAQ listing standards, which was less than $120,000 in the aggregate and was not for consulting or advisory services. None of the independent directors or their immediate family members is engaged in any related party transaction with the Company.

Mr.  Wynn and Ambassador Randt have been determined not to be independent.

Meetings of the Board of Directors and Stockholders

The Board met 12 times during 2016. All of the members of our Board attended at least 75% of the meetings held by the Board and the Committees on which they served during the periods in which they served. In addition, the independent directors met in executive session, without management present, at each regular meeting of the Board.

In accordance with our Corporate Governance Guidelines, each of our directors is invited and encouraged to attend the Annual Meeting. All of our directors then serving on the Board attended the 2016 Annual Meeting.

		Corporate Governance
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Corporate Governance

Other Governance Measures

Director Resignation Policy.In 2013, the Board implemented a Director Resignation Policy. Under this policy, if any director in an uncontested election does not receive over 50% of the votes cast, meaning that the director receives more “withhold” votes than “for” votes, the director is required to tender his or her resignation to the Chairman of the Board within five days of the election. The members of the Board (other than the affected director) then have the discretion to accept the resignation or not and the affected director must abide by the Board’s decision.

Stock Ownership Guidelines. The Company has rigorous Stock Ownership Guidelines that are applicable to members of the Board and each of the Company’s senior corporate officers. The guidelines require that (i) each director achieve ownership of an amount of Common Stock of the Company for which the fair market value owned equals or exceeds three times such director’s annual cash retainer, (ii) the Company’s CEO achieve ownership of an amount of Common Stock of the Company for which the fair market value of Common Stock owned equals or exceeds ten times his base salary, and (iii) each of the Company’s President, Chief Operating Officer, Chief Financial Officer and any Executive Vice President achieve ownership of an amount of Common Stock of the Company for which the fair market value of Common Stock owned equals or exceeds three times such officer’s base salary. Ownership requirements should be met for executives within three years of appointment to office and for directors within five years of election to the Board, with vested options and all restricted stock grants counted toward satisfaction of ownership guidelines. Any failure to meet guidelines will be referred to the Corporate Governance Committee for consideration. Compliance with the guidelines is reviewed once a year. As of April 2016, all members of the Board and senior corporate officers then serving satisfied the guidelines.

Policy Regarding Prohibited Transactions. Pursuant to the Company’s Trading Policy, our directors and executive officers are prohibited from engaging in speculative transactions in Company securities, such as trading in puts and calls, or selling securities short, and from all hedging and prospective pledging of Company securities as collateral for any loan, including by holding securities in a margin account and obtaining a loan or other margin credit under such account, unless approved in advance by the Board.

Director Education. In accordance with our Corporate Governance Guidelines, all of our directors are expected to maintain the necessary level of expertise to perform their responsibilities as directors. The directors of Wynn Macau, Limited participate in the Company’s regular compliance training program with the most recent training session held in March 2016. In February 2017, directors of the Company participated in our annual compliance training conducted by the Company’s outside counsel.

Risk Oversight

The Board has an active role in overseeing the Company’s areas of risk. The Board and its Committees regularly review information regarding the Company’s risk profile and have, in consultation with management and the Company’s independent auditors, identified specific areas of risk including: regulatory compliance; legal, legislative and political conditions; capital availability and liquidity; gaming credit extension and collection; construction; catastrophic events; and succession planning. The Board (as a whole and through its Committees) has reviewed and approved management’s process for identifying, managing and mitigating these risks. While the full Board has overall responsibility for risk oversight, the Board has assigned certain areas of risk oversight to its Committees as well as to the Company’s Compliance Committee. Throughout the year, the Board, its Committees and the Company’s Compliance Committee receive reports from management that include information regarding major risks and exposures facing the Company and the steps management has taken to monitor and control such risks and exposures. In addition, throughout the year, the Board, its Committees and the Company’s Compliance Committee dedicate a portion of their meetings to review and discuss specific risk topics in greater detail. The Audit Committee is primarily responsible for the oversight of credit, related party, construction and general financial risks. The Company’s Compliance Committee primarily oversees risks relating to regulatory, security and political compliance. For the 2016 fiscal year, management completed a review of the Company’s compensation policies and practices and presented its analysis to the Compensation Committee. The Compensation Committee concurred with management’s conclusion that such policies and practices do not present risks that are reasonably likely to have a material adverse effect on the Company.

		Corporate Governance
		page 10

Corporate Governance 

Standing Committees

The Board of Directors has three standing committees, each comprised solely of independent directors: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The written charters for these Committeescommittees are available on our website athttp://www.wynnresorts.com under the heading “Corporate Governance” on the Company Information page.

C Chair; F Financial Expert within the meaning of SEC regulations;

(1) Ambassador Randt will not stand for re-election at the expiration of his term at the Company’s 2023 Annual Meeting.

AUDIT COMMITTEE

At each regular meeting, the Audit Committee meets in executive session with the Company’s independent auditors, General Counsel, Chief Audit Executive, Chief Financial Officer, and Chief Global Compliance Officer to discuss accounting principles, financial and accounting controls, the scope of the annual audit, internal controls, regulatory compliance, and other matters. The independent auditors have complete access to the Audit Committee without management present to discuss the results of their audits and their opinions on the adequacy of internal controls, quality of financial reporting, and other accounting and auditing matters.

KEY RESPONSIBILITIES

At each of its regular meetings, the Audit Committee meets in executive session with the Company’s independent auditors, General Counsel, Chief Audit Executive, Chief Financial Officer and Compliance Officer to discuss accounting principles, financial and accounting controls, the scope of the annual audit, internal controls, regulatory compliance and other matters.

The independent auditors have complete access to the Audit Committee without management present to discuss the results of their audits and their opinions on the adequacy of internal controls, quality of financial reporting and other accounting and auditing matters.

COMPENSATION COMMITTEE

The Compensation Committee sets all elements of compensation for our named executive officers (“NEOs”) based upon consideration of our NEO’s contributions to the development and operating performance of the Company, and is primarily responsible for monitoring risks relating to the Company’s compensation policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee considers the recommendations of the CEO in establishing compensation for all NEOs, other than the CEO. In addition, the Compensation Committee oversees the CEO’s annual evaluation of our senior management and considers such evaluations when determining the compensation for members of our senior management.

The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist it in the evaluation of executive officer and employee compensation and benefit programs. In 2022, the Compensation Committee retained Radford, a unit of Aon plc’s Human Capital Solutions (“Radford”), a nationally recognized independent compensation consulting firm, to assist in performing its duties. Radford does not provide services to the Company other than the advice on director and executive compensation that it may provide the Compensation Committee when requested. In 2022, Radford provided the Compensation Committee with a peer group review and competitive compensation analysis, in connection with the Compensation Committee’s review of compensation levels of our NEOs. The Compensation Committee retains sole responsibility for engaging advisors and meets with advisors, as needed, in the Compensation Committee’s sole discretion. Each of the members of the Compensation Committee brings a wealth of experience from their public and private board experience and their respective executive roles, which helps the Committee oversee the design and practice of linking executive compensation to company performance.

KEY RESPONSIBILITIES

	-	Corporate Governance
		page 11

Corporate Governance 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are appointed by the Board each year. The members of the Compensation Committee who served in 2022 were Ms. Atkins, Mr. Byrne, Ms. Myers and Ambassador Randt. No member of the Compensation Committee is, or was, one of our officers or employees. No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

The purpose of this committee is to assist the Company in maintaining the highest level of regulatory compliance, including, among other things, overseeing the administration of the Company’s Gaming Compliance Program. In their roles as directors, Governor MillerNominating and Ms. Mulroy currently serve as the Chairman and member of this committee, respectively.

Corporate Governance Committee; Director Nominating Procedures and Diversity.The Corporate Governance Committee seeks to have the Board represent a diversity of backgrounds and experienceexperiences and assesses potential nominees in light of the Board’s current size and composition.

The Nominating and Corporate Governance Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company and have a reputation for honest and ethical conduct in both his or herpersonal and professional and personal activities. The Nominating and Corporate Governance Committee may, from time to time, develop and recommend additional criteria for identifying and evaluating director candidates.candidates, including those recommended for consideration by Company shareholders. In addition, the Nominating and Corporate Governance Committee examines a candidate’s other commitments, potential conflicts of interest, and independence from management and the Company.

The Nominating and Corporate Governance Committee implements its policy with regardand Board believe that differences of viewpoint, professional experience, individual characteristics, personal background, qualities, skills, qualifications, gender, ethnicity, and race help generate varying perspectives and that those varying perspectives are important to consideringthe effectiveness of the Board’s oversight of the Company. The Nominating and Corporate Governance Committee proactively considers diversity by annually reviewing with the Board the Board’s composition as a whole and recommending, if appropriate, measures to be taken so that the Board reflects the appropriate balance of knowledge, depth, diversity of backgrounds and experience, and the skills and expertise required for the Board as a whole. The Nominating and Corporate Governance Committee assesses the effectiveness of this policy by periodically reviewing the Board membership criteria with the Board. This assessment enables the Board to update the skills and experience it seeks in the Board as a whole and in individual directors, as the Company’s needs evolve and change over time.

The Company’s Corporate Governance Guidelines sets forth the Company’s policy requiring the inclusion of candidates with diversity of race, ethnicity, and gender when evaluating new candidates for the Board. Additionally, we have established a goal of 50% diversity among Board members, which we have exceeded since 2020.

The Nominating and Corporate Governance Committee is responsible for conducting the annual Board self-evaluation process. The Board conducts a three-part evaluation process coordinated by the General Counsel. Each Board member participated in an evaluation of the full Board, each of the Committees on which he or she serves, and individual Board member performance. A summary report of the results was prepared by the General Counsel and presented to the full Board and to each Committee. The Board uses the results in preparing action items as necessary.

KEY RESPONSIBILITIES

2023 PROXY STATEMENT		Corporate Governance //  16  //
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TheCONSIDERATION OF CANDIDATES RECOMMENDED BY SHAREHOLDERS

Our Nominating and Corporate Governance Committee identifies potential nominees by asking current directors and executive officersis pleased to notify the Corporate Governance Committee if they become aware of persons meeting the criteria described above who might be available to serve on the Board. In addition, the Company may from time to time hire a third-party search firm to assist in identifying and vetting potential Board candidates. The Corporate Governance Committee will also consider director candidates recommended by stockholders on the same basis as it considers all other candidates.shareholders. In considering such candidates, the Nominating and Corporate Governance Committee will take into consideration the Board’s current size and composition; the needs of the Board, including the skills and experience of existing directors; and the qualifications of the candidate. To have a candidate considered by the Nominating and Corporate Governance Committee, a stockholdershareholder must comply with all applicablethe provisions of the Company’s Ninth Amended and Restated Bylaws must submit the recommendation in writing(the “Bylaws”) and must include the following information:

The stockholder recommendation and information described above must be sent to the Company’s Secretary at Wynn Resorts, Limited, c/o Corporate Secretary at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109 and must, in accordance with our Bylaws, be received by the Corporate Secretary not later than the close of business on the 90th day prior to the first anniversary of the Company’s most recent Annual Meeting of Stockholders and not earlier than the close of business on the 120th day prior to such anniversary.89109.

If the Nominating and Corporate Governance Committee determines to pursuepursues consideration of a person who has been identified as a potential candidate, the Nominating and Corporate Governance Committee may take any or all of the following steps: collect and review publicly available information regarding the person,candidate, contact the person and request information from the candidate, verify the candidate’s credentials, conduct one or more interviews with the candidate and contact one or more references provided by the candidate or other persons thatwho may have greater first-hand knowledge of the candidate’s accomplishments. The Nominating and Corporate Governance Committee’s evaluation process takes into account the person’scandidate’s accomplishments and qualifications, including in comparison to any other candidates that the Nominating and Corporate Governance Committee might be considering, and does not vary based on whether or not a candidate ishas been recommended by a stockholder.shareholder.

Compensation Committee.Board leadership

On at least an annual basis, our Board assesses its leadership structure, including the appointment of the Chair of the Board. The Compensation Committee sets all elementsChair of compensationthe Board is annually elected by a majority of the members of the Board. Our Corporate Governance Guidelines requires that our Chair be an independent, non-executive member of the Board. We believe the separation of the Chair and the Chief Executive Officer clarifies the individual roles and responsibilities of the Chief Executive Officer, streamlines decision-making and enhances accountability. Our Chief Executive Officer, Mr. Billings, serves as a member of the Board, and Mr. Satre has served as our non-executive Chair of the Board since 2018. This separation in roles allows Mr. Billings to focus on the management of the Company, day-to-day operations and engagement with external stakeholders. Mr. Satre, as an independent member of the Board, focuses his attention on the broad strategic issues considered by the Board leveraging his strong public company and gaming background to provide strategic guidance and effective oversight of management and engaging with the Chief Executive Officer between Board meetings.

Board role in risk oversight

The Board’s goals are to build value for the Company’s shareholders and to promote the vitality and sustainability of the Company for its customers, employees, communities in which it does business, our named executive officers based upon consideration of their contributions toplanet, and the developmentother individuals and operatingorganizations that share interests with us.

To achieve these goals, the Board monitors the performance of the Company (in relation to its goals, strategy, risks and competitors); reviews the Company’s compliance efforts; and, through the Compensation Committee, evaluates and addresses the performance of management, including the Chief Executive Officer.

The Board has an active role in overseeing the Company’s areas of risk.

Pursuant to the Company’s compensation policiesTrading Policy, our directors and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee considers the recommendations of the CEO in establishing compensation for all named executive officers other than the CEO. The CEO is not present during the voting or deliberations regarding his compensation. In addition, the CEO performs annual reviews of all of our senior management and makes recommendations to the Compensation Committee concerning their compensation. The Compensation Committee reviews the recommendations and makes final decisions regarding compensation for members of our senior management. The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist itare prohibited from engaging in speculative transactions in the evaluationCompany’s securities, such as trading in puts and calls, or selling securities short, and from all hedging and prospective pledging of executive officerCompany securities as collateral for any loan, including holding securities in a margin account and employee compensation and benefit programs. In 2016, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”),obtaining a nationally recognized independent executive compensation consulting firm, to assistloan or other margin credit under such account, unless approved in performing its duties. FW Cook does not provide services to the Company other than the advice on director and executive compensation that it may provide the Compensation Committee when requested. In 2016, FW Cook provided the Compensation Committee with a peer group review and competitive compensation analysis, in connection with the Compensation Committee’s review of compensation levels of our named executive officers. The Compensation Committee retains sole responsibility for engaging advisors and meets with advisors, as needed, in the Compensation Committee’s sole discretion.

Compensation Committee Interlocks and Insider Participation. The members of the Compensation Committee are appointedadvance by the Board each year. The members of the Compensation Committee that served in 2016 were Ms. Mulroy (until February 23, 2017) and Messrs. Hagenbuch, Irani (until April 14, 2016), Johnson (as of August 22, 2016), Shoemaker and Virtue. No member of the Compensation Committee is, or was formerly, one of our officers or employees. No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.Board.

2023 PROXY STATEMENT		Corporate Governance //  18  //
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Director CommunicationsHOW YOU CAN COMMUNICATE WITH US AND HOW WE COMMUNICATE WITH YOU

Stockholders who wish to communicate withWe know that the caliber of our decision making as a Board or any director, includingis highly influenced by the Lead Independent Director, or with any Committeesources, caliber and timeliness of the information we seek and receive to inform our deliberations. We therefore cast a wide net for input from management, employees, customers, thought leaders, competitors and potential disrupters, thought leaders, regulators, lenders and insurers and, perhaps most critically, from investors: those of you who have a financial stake in us have every reason to collect and share insights essential to our operations and resilience.

Because investor input is so critical to our functioning and accountability, we maintain a number of ways for you, as shareholders, to provide it to us as a Board, including the chair of any Committee, may do so by writing to the following address: Wynn Resorts, Limited, c/o Corporate Secretary, 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

All communications received will be opened by the office of our General Counsel for the purpose of assessing the nature of the communications. With the exception of advertising, promotions of a productindividual directors or service, and patently offensive material, communications will be forwarded promptly to the addressee. In the case of communications addressed to more than one director, the General Counsel’s office will make sufficient copies of the contents to send to each addressee.management:

	-	Corporate Governance
		page 14 You can attend our annual meeting: this event is your day and we encourage you to join us, and

HOW WE ARE PAID

Directors who are not employeesFor the 2022 Board service year that began with the Annual Meeting in May 2022, non-employee directors of the Company currently receivereceived fees for service on the Board and Committees as follows: