DEF 14A of Wynn Resorts LTD, Mar 20, 2024

DEF 14A of Wynn Resorts LTD

Filed Mar 20, 2024 · FY20230001193125-24-072687

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | Summary Compensation Table | 49 | | Discussion of 2023 Summary Compensation Table | 50 | | 2023 Grants of Plan-Based Awards Table | 51 | | Option Exercises and Stock Vested in 2023 | 53 | | Potential Payments Upon Termination, Retirement or Change in Control | 53 |

  2. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | CERTAIN RELATIONSHIPS AND TRANSACTIONS | 58 | | PAY RATIO DISCLOSURE | 59 | | PAY vs. PERFORMANCE | 60 |

  3. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    NON-EMPLOYEE DIRECTOR COMPENSATION TABLE The table below summarizes the total compensation awarded to, earned by or paid to each of the non-employee directors for the fiscal year ended December 31, 2023. As an employee of the Company, Mr. Billings is not entitled to receive compensation for his service as a director and, therefore, is not included in this table. The compensation received by Mr. Billings as an employee of the Company is presented in the Summary Compensation Table below.

  4. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH($) (1) | STOCK AWARDS($) (2) | OPTION AWARDS ($) (3) | ALL OTHER COMPENSATION ($) | TOTAL($) | | Betsy S. Atkins | $136,000 | $249,928 | $- | $- | $385,928 | | Richard J. Byrne | $127,000 | $249,928 | $- | $- | $376,928 | | Paul Liu | $47,917 | $258,690 | $- | $- | $306,607 | | Patricia Mulroy | $214,000 | $249,928 | $- | $- | $463,928 | | Margaret J. Myers | $124,000 | $249,928 | $- | $- | $373,928 | | Philip G. Satre | $297,000 | $249,928 | $- | $- | $546,928 | | Darnell O. Strom | $125,000 | $249,928 | $- | $- | $374,928 | | Winifred M. Webb | $140,500 | $249,928 | $- | $- | $390,428 | | Clark T. Randt, Jr. (4) | $37,333 | $- | $- | $- | $37,333 |

  5. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    (1) The amounts set forth in this column reflects each non-employee director’s total annual fees, inclusive of their respective total annual retainer fees. (2) The amounts set forth in this column reflect 1) the aggregate grant date fair value of 2,286 restricted stock awards granted to each director on May 4, 2023, (other than Mr. Liu and Ambassador Randt) as computed in accordance with FASB ASC Topic 718, and 2) the aggregate grant date fair value of 3,000 shares of fully vested stock granted on December 12, 2023 to Mr. Liu, who was appointed to the Board of Directors effective August 3, 2023.The aggregate number of unvested stock awards held by each director at December 31, 2023, is as follows: Ms. Atkins, Mr. Byrne, Ms. Mulroy, Ms. Myers, Mr. Satre, Mr. Strom and Ms. Webb, 2,286 each. (3) The aggregate number of outstanding option awards held by each director at December 31, 2023, is as follows: Ms. Mulroy 6,700 vested. (4) Ambassador Randt retired from the Board effective at the 2023 annual meeting on May 4, 2023 and therefore did not receive stock awards for the 2023 fiscal year.

  6. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 24 | 2024 PROXY STATEMENT |

  7. How we designed incentives for 2023

    | - | Set rigorous financial metrics for annual incentives including reinstituting Adjusted Property EBITDAR targets for our Macau Operations following three very challenging years impacted by COVID, along with robust Adjusted Property EBITDAR targets at Wynn Las Vegas and Encore Boston Harbor and other short-term performance goals. |

  8. How we designed incentives for 2023

    | - | Continued to pay 50% of annual incentive executive compensation in equity. |

  9. How we designed incentives for 2023

    | - | Awarded 55% of long-term incentive stock compensation in performance-based equity that vests upon (i) achievement of pre-established financial performance goals that are based on the Company’s ability to achieve a premium revenue “fair share” relative to its peers (see discussion of this metric below), on a one-, two- and three-year basis (30%) and (ii) a three-year absolute total shareholder return hurdle rate (25%). Please see “Compensation Discussion and Analysis”—“2023 Long-term Incentive Grants” for further discussion of 2023 stock grants. |

  10. Executive compensation components

    | ELEMENT | % OF TOTAL ANNUAL COMPENSATION (1) | AT- RISK? | FEATURES | 2023 RESULTS | | Base salary | 15% | | Attract and retain top employees and recognize sustained performance, job scope and experience | 2023 base pay reflects contract extensions for Mr. Billings and Ms. Cameron-Doe | | Annual incentives | 38% | ✓ | Utilize multiple metrics with pre-set goals Incentivize executives, enforce accountability and motivate and reward achievement of annual goals 50% of annual incentive awards paid in stock and subject to NEO stock ownership requirements, further aligning executive and long-term shareholder interests | Payout based on Company performance against pre-set robust Financial and Operational objectives as discussed under “2023 Compensation design & decisions” | | Long-term incentives: Performance-based restricted stock awards | 15% | ✓ | Performance-based restricted stock vests solely based on Company performance against preset goals over a three-year performance period, linking the creation of shareholder value to incentives earned | Performance-based restricted stock linked to the achievement of “fair share” metrics, a relative measure that ensures vesting only if the Company outperforms comparable companies | | Long-term incentives: Performance share units | 12% | ✓ | For the CEO and CFO, performance share units vest solely on a three-year absolute total shareholder return hurdle rate, linking the creation of shareholder value to incentives earned | Performance share units linked to the achievement of an absolute total shareholder return hurdle rate from the period January 1, 2023, through January 1, 2026 | | Long-term incentives: Time-based restricted stock | 20% | ✓ | Ensure focus on long-term value creation, align executive and long-term shareholder interests, promote retention, and minimize compensation risk | Retention, alignment of interests with those of long-term shareholders |

  11. PAY AND PERFORMANCE

    | - | PURSUED CONTINUED LONG-TERM GROWTH PROJECTS. We continue to pursue high-return development opportunities to drive long-term growth and increase shareholder value. Key accomplishments include: (1) Breaking ground and making considerable progress on the construction of Wynn Al Marjan Island, our planned integrated resort in the UAE of which we own 40%; (2) Pursuing one of three “downstate” New York gaming licenses in partnership with Related Companies to develop an integrated resort in Manhattan’s Hudson Yards; and (3) Advancing the design and planning for innovative new non-gaming projects in Macau related to our new 10-year gaming concession. |

  12. 2023 Compensation design & decisions

    (1) Mr. Billings’ base salary was increased from $1.8 million to $2.0 million, effective June 1, 2023, in connection with an extension of the term of his employment contract. (2) Ms. Cameron-Doe’s base salary was increased from $900,000 to $950,000, effective June 1, 2023, in connection with an extension of the term of her employment contract. (3) Reflects timing differences as to when base salary was actually paid. Annual Incentives: The Compensation Committee selected the following performance goals for our 2023 annual incentive awards to incentivize management to drive shareholder value through short-term operational and strategic measures:

  13. 2023 Compensation design & decisions

    | METRIC | | | WEIGHTING | THRESHOLD PERFORMANCE | TARGET PERFORMANCE | MAXIMUM PERFORMANCE | ACTUAL PERFORMANCE | | OUTCOME | | Goal 1 - | Las Vegas Operations, 2023 Adjusted Property EBITDAR | 25% | | $650,000,000 | $735,000,000 | $810,000,000 | $946,243,000 | Maximum | | | Goal 2 - | Macau Operations, 2023 Adjusted Property EBITDAR | 25% | | $575,000,000 | $650,000,000 | $800,000,000 | $953,937,000 | Maximum | | | Goal 3 - | Encore Boston Harbor 2023 Adjusted Property EBITDAR | 20% | | $225,000,000 | $268,000,000 | $280,000,000 | $257,409,000 | Threshold | | | Goal 4 - | Wynn Las Vegas, Market Share of Gross Gaming Revenues | 10% | | 11.00% | 11.50% | 12.25% | 13.0% | Maximum | | | Goal 5 - | Wynn Las Vegas, Achievement of Forbes Five-Star (1) | 10% | | - | Achievement | - | Achieved | Target | | | Goal 6 - | Wynn Resorts Development, Advancement of Design & Development of Wynn UAE Project (2) | 10% | | - | Achievement | - | Achieved | Target | |

  14. 2023 Compensation design & decisions

    LONG-TERM INCENTIVES: In the past, the Company made periodic—not annual—equity grants to executives, including our NEOs. Those periodic grants were typically made with long-term vesting dates of up to ten years and such awards were not subject to performance conditions. In response to shareholder feedback, beginning in 2018, the Compensation Committee transitioned from periodic grants to annual grants with three-year vesting, and in 2023, implemented a policy of requiring that at least 55% of equity grants made to NEOs should be subject to performance conditions to ensure a superior focus on operational excellence as well as better align executives’ interests with those of long-term shareholders.

  15. Rationale for Choice of Long-term Metrics

    Rationale for Choice of Long-term Metrics The Compensation Committee believes that the combination of targeted, high-return investments along with continual revenue and EBITDAR relative outperformance are essential to long-term shareholder value creation. The Compensation Committee believes this is best reflected in the consistent generation of Revenue and EBITDAR “fair share” premiums, which the Compensation Committee expects will be a key driver of strong long-term absolute TSR performance. The decision to select these metrics was based on careful consideration of the following factors:

  16. Rationale for Choice of Long-term Metrics

    | 1. | The Company’s strategy is to attract and retain premium customers in each market in which the Company operates, driving outsized Operating Revenue and Adjusted Property EBITDAR performance relative to peers over the long run. The consistent generation of “fair share” premiums indicate that our properties are continually outperforming the competition in revenue and EBITDAR. |

  17. Rationale for Choice of Long-term Metrics

    | 2. | Consistently achieving premium fair share incentivizes a long-term strategic operating approach, including diligent and consistent investment in facilities and team members across the business cycle. |

  18. Rationale for Choice of Long-term Metrics

    | 3. | Utilizing fair share metrics also prevents management from unduly benefiting from favorable market tailwinds, and instead incentivizes consistent outperformance relative to our competitors regardless of the overall market conditions. |

  19. Rationale for Choice of Long-term Metrics

    | 4. | Utilizing absolute TSR incentivizes management to focus on driving long-term shareholder returns and directly aligns management with the experience of shareholders. |

  20. 2023 Long-term Incentive Grants

    2023 Long-term Incentive Grants For 2023, the Compensation Committee granted time-based and performance-based restricted stock awards as outlined in the tables below. Each grant is subject to continued service unless certain acceleration provisions are met as discussed in “Summary compensation tables” — “Potential payments upon termination, retirement or change in control.” Additional information and the required disclosure under Item 402(d) of Regulation S-K for 2023 can be found in the section titled “2023 Grants of Plan-Based Awards Table.”

  21. 2023 Long-term Incentive Grants

    | | PERFORMANCE BASED EQUITY AWARDS | | | | RESTRICTED STOCK AWARDS (3) | | | | | FAIR SHARE PERFORMANCE AWARDS (1) | | ABSOLUTE TSR (2) | | | | | | NAMED EXECUTIVE OFFICER | # OF SHARES | % OF ANNUAL EQUITY (4) | # OF SHARES | % OF ANNUAL EQUITY (4) | # OF SHARES | % OF ANNUAL EQUITY (4) | GRANT DATE FAIR VALUE OF AWARDS ($) (5) | | Craig S. Billings | 25,099 | 30% | 20,916 | 25% | 37,649 | 45% | $8,733,057 | | Julie M. Cameron-Doe | 4,791 | 30% | 3,994 | 25% | 7,188 | 45% | $1,667,320 | | Ellen F. Whittemore | 9,235 | 55% | - | - | 7,556 | 45% | $1,655,760 |

  22. 2023 Long-term Incentive Grants

    (1) Except as otherwise described in the section titled “Potential payments upon termination, retirement or change in control,” such restricted stock award vests ratably over three years on each of the dates of February 28 in the three successive years, based on achievement of pre-established financial performance goals, subject to continued employment through such vesting date, except in the case of Ms. Whittemore, which is subject to performing service during any performance period and will continue to vest on the original vesting date if performance criteria are met even if Ms. Whittemore is no longer employed by the Company under certain conditions. (2) Represents the grant of performance share units (“PSUs”) pursuant to the Plan. Each PSU represents the right to receive between 0 and 1.6 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) depending on the performance of the Common Stock from January 1, 2023 to January 1, 2026 (the “ PSU Vesting Date”), with such performance determined as the multiple of the volume-weighted average closing price (“VWAP”) of Company Common Stock over the 60-trading day period ending

  23. 2023 Long-term Incentive Grants

    | 2024 PROXY STATEMENT | 39 |

  24. 2023 Long-term Incentive Grants

    on the PSU Vesting Date, as adjusted to include dividends paid during the term of the PSU, to the VWAP of Company Common Stock over the 60-trading day period ending on January 1, 2023 (“TSR”), which was $70.21. Threshold performance is achieved if TSR is greater than or equal to -25% but less than 0% and results in a 60% payout. Below Target performance is achieved if TSR is greater than or equal to 0% but less than 25% and results in an 80% payout. Target performance is achieved if TSR is greater than or equal to 25% but less than 50% and results in a 100% payout. Below Maximum performance is achieved if TSR is greater than or equal to 50% but less than 100% and results in a 120% payout. Maximum performance is achieved if TSR is greater than or equal to 100% and results in a 160% payout. (3) Except as otherwise described in the section titled “Potential payments upon termination, retirement or change in control,” such restricted stock award vests ratably over three years on each anniversary of the grant date, subject to continued employment through such vesting date. (4) Percentages are based on the number of target shares issued as determined on the date of grant. (5) The amounts set forth in this column reflect the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. Performance awards are included in this table at target. 2023 Fair Share Performance Awards The Compensation Committee approved the use of “fair share” metrics for performance conditions over one, two-, and three-year performance periods for our Las Vegas Operations. Since our Macau Operations weigh heavily on the performance of our stock price and therefore, our total shareholder return, The Compensation Committee decided to exclude Macau-specific fair-share performance measures from the LTI awards as our operations in Macau weigh heavily on our share price and this is reflected in the absolute TSR performance metric added in 2023. The fair share metrics were generally calculated as follows:

  25. 2023 Long-term Incentive Grants

    | 1. | In Las Vegas, the Company’s share of total revenue relative to selected peers divided by the Company’s share of hotel rooms among such peers; and |

  26. 2023 Long-term Incentive Grants

    | 2. | In Las Vegas, the Company’s share of total Adjusted Property EBITDAR relative to selected peers divided by the Company’s share of hotel rooms among such peers. |

  27. 2023 Long-term Incentive Grants

    2023 Absolute Total Shareholder Return Performance Awards In response to shareholder feedback, in 2023, the Compensation Committee awarded 25% of the annual restricted stock grant to our CEO and CFO based on achievement of an absolute TSR hurdle rate over a three-year performance period. In designing the payout curve for the 2023 absolute TSR performance awards, the Compensation Committee sought to appropriately balance the need to reward executives for incremental shareholder value, maintain executive focus on strategic goals and performance, and incorporate a reasonable upper limit for maximum performance. To that end, awards were designed to vest at target for a 3-year absolute TSR increase of 25%. The maximum vesting of the awards was limited to 160% of target for an absolute TSR increase of 100%, while the award would vest at only 60% for threshold performance of -25%, below which the entire award would be forfeited. In addition, to ensure against windfall gains purely as a result of stock market and Company stock price volatility, the TSR hurdle rate and the actual TSR at the end of the performance period will be computed using the Company’s volume weighted average stock price over the 60 trading days preceding the beginning of the performance period, January 1, 2023, and end of the performance period, January 1, 2026, respectively.

  28. 2024 Long-Term Incentive Grants

    2024 Long-Term Incentive Grants In January 2024, the Compensation Committee granted the 2024 long-term incentive awards in accordance with each NEO’s employment contract. Mr. Billings and received grants totaling $8.20 million and $1.66 million, respectively, of which 45% of the award vests ratably over three years, 25% of the award vests ratably over three years if certain fair share performance conditions are met, and 20% of the award vests three-years from the grant date if an absolute TSR metric is achieved. Ms. Whittemore received a grant totaling $1.58 million, of which 45% of the award vests ratably over three years and 55% of the award vests ratably over three years if certain fair share performance conditions are met.

  29. 2024 Long-Term Incentive Grants

    | 40 | 2024 PROXY STATEMENT |

  30. Fair Share Performance Award Vesting Outcomes

    Fair Share Performance Award Vesting Outcomes 2020 Grant Date Fair Share Performance Award Vesting Outcomes (vested in 2023)

  31. Fair Share Performance Award Vesting Outcomes

    (1) Each goal vests such that either 100% of the award vests if the performance target is achieved or 0% of the award vests if the performance target is not achieved. (2) Represents the share of Las Vegas Operations revenue or Adjusted Property EBITDAR relative to selected Las Vegas Strip peers divided by the Company’s share of hotel rooms among such peers. Awards granted in 2021 reflect lower thresholds as these awards were granted during the COVID-19 pandemic. (3) Represents the share of Macau Operations GGR or Adjusted Property EBITDAR relative to selected Macau concessionaire peers divided by the Company’s share of gaming positions among such peers. Awards granted in 2021 reflect lower thresholds as these awards were granted during the COVID-19 pandemic. (4) Adjusted Property EBITDAR is a net income (loss) before interest, income taxes, depreciation and amortization, pre-opening expenses, gain on EBH Transaction, net, impairment of goodwill and intangible assets, 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 debt financing transactions, and other non-operating income and expenses. (Note 20—“Segment Information” to our Consolidated Financial Statements included in Item 8 (Financial Statements and Supplementary Data) of Part II of our Annual Report on Form for the year ended December 31, 2023, filed with the SEC on February 23, 2024) for the definition of “Adjusted Property EBITDAR” and a reconciliation of Adjusted Property EBITDAR to net income/loss attributable to Wynn Resorts.

  32. Fair Share Performance Award Vesting Outcomes

    EXECUTIVE BENEFITS: We provide our NEOs with benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. Our executive benefits include certain health insurance coverage, life insurance premiums, and reimbursement of nonresident state income taxes, all of which are described in the footnotes to the “2023 Summary Compensation Table.” We pay nonresident state income taxes imposed on our executives who we required to travel on Company business and perform services in states other than their states of employment. This primarily arose as a result of travel to, and work in, Massachusetts in connection with our Encore Boston Harbor resort. Our reimbursement covers the incremental cost of the nonresident taxes and puts the executives in the same economic position as though they had worked in their normal places of business. The Company does not gross-up or pay any state income taxes that the employees incur on account of work in their normal work locations. In addition, we provide to certain of our executives, including NEOs, employee discounts at certain of our properties’ outlets, complimentary rooms and meals for business purposes, and access to the Company’s aircraft pursuant to time-sharing agreements described in “Certain relationships and transactions—Aircraft Arrangements.” PEER GROUP BENCHMARKING: The Compensation Committee believes that it is appropriate to offer competitive total compensation packages to senior executive officers to attract and retain top talent in a competitive industry. The compensation peer group allows the Compensation Committee to monitor the compensation practices of our primary competitors for executive talent. The Compensation Committee targets the 50th percentile for the Company’s senior executive officers’ total compensation. In 2023, as part of our regular review of our compensation programs, as well as in connection with new employment contracts for our NEOs, the Compensation Committee considered peer group data from gaming and other related industries that the Compensation Committee believes reflect the competitive market for executive talent similar to that required by the Company. For 2023, the Compensation Committee modified the peer group by adding Boyd Gaming and removing Wyndham Hotels and Resorts, Inc., as it was no longer comparable due to the size of the company compared to the rest of the peer group.

  33. Wynn Resorts 2023 executive compensation peer group

    Wynn Resorts 2023 executive compensation peer group

  34. Wynn Resorts 2023 executive compensation peer group

    | GAMING & RESORTS | TRAVEL, HOSPITALITY & RESORTS | LIFESTYLE PRODUCTS | | Boyd Gaming Corp. | Hilton Worldwide Holdings Inc. | Capri Holdings Limited | | Caesars Entertainment, Inc. | Hyatt Hotels Corporation | PVH Corp. | | Las Vegas Sands Corp. | Marriott International, Inc. | Ralph Lauren Corporation | | MGM Resorts International | Norwegian Cruise Line Holdings Ltd | Tapestry, Inc. | | Penn Entertainment | Royal Caribbean Cruises Ltd | V.F. Corporation |

  35. Wynn Resorts 2023 executive compensation peer group

    The 15 companies in the peer group generally had revenue, market capitalization and total enterprise value (as of December 31, 2023) similar to those of the Company as set forth below.

  36. Wynn Resorts 2023 executive compensation peer group

    | | WYNN RESORTS | | PEER GROUP | | Revenue | $6.5 billion | Range: | $3.7 billion–$23.5 billion | | | | Median: | $9.2 billion | | Market Capitalization | $10.3 billion | Range: | $3.9 billion–$66.2 billion | | | | Median: | $9.3 billion | | Enterprise Value | $19.2 billion | Range: | $9.4 billion–$78.2 billion | | | | Median: | $16.1 billion |

  37. Wynn Resorts 2023 executive compensation peer group

    Data source: Bloomberg.

  38. Wynn Resorts 2023 executive compensation peer group

    | 42 | 2024 PROXY STATEMENT |

  39. Other aspects of our executive compensation

    Ownership requirements must be met for NEOs within five 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 requirements. If a NEO fails to make progress toward meeting these requirements, he or she will be automatically restricted by the Company from selling shares in future vesting beyond what is required to meet tax obligations. Currently, all our directors and all of our NEOs satisfy the requirements.

  40. 2023 summary compensation table

    2023 summary compensation table The table below summarizes the total compensation awarded to, earned by, or paid to, each of our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

  41. 2023 summary compensation table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) (1) | STOCK AWARDS ($)(2)(3) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | All OTHER COMPENSATION ($)(5) | TOTAL ($) | | Craig S. Billings Chief Executive Officer | 2023 | $1,900,962 | $11,483,057 | $- | $2,750,000 | $18,615 | $16,152,634 | | | 2022 | $1,752,115 | $8,575,772 | $49,977 | $1,825,715 | $25,508 | $12,229,087 | | | 2021 | $1,140,000 | $8,361,675 | $- | $1,200,000 | $11,671 | $10,713,346 | | Julie M. Cameron-Doe Chief Financial Officer | 2023 | $922,500 | $2,712,319 | $- | $1,045,000 | $13,633 | $4,693,452 | | | 2022 | $628,846 | $4,549,146 | $16 | $912,857 | $1,377 | $6,092,242 | | Ellen F. Whittemore Executive Vice President, General Counsel and Secretary | 2023 | $894,231 | $2,645,761 | $- | $990,000 | $18,721 | $4,548,713 | | | 2022 | $896,538 | $2,487,888 | $115,723 | $912,857 | $25,586 | $4,438,592 | | | 2021 | $665,000 | $1,775,115 | $- | $700,000 | $19,318 | $3,159,433 |

  42. 2023 summary compensation table

    (1) The amounts set forth in this column reflect the base salary earned by each Named Executive Officer during the fiscal year. (2) Stock awards granted as a component of the annual incentive awards are reported in this column as stock award compensation to reflect the applicable service period for such awards; however, the annual incentives were approved by the Compensation Committee in January of the following calendar year. See annual incentive award payouts as described in ”Compensation Discussion and Analysis-How we designed incentives for 2023” for a description of the 2023 annual incentive awards. The amounts reported in 2023 reflect a portion from restricted stock grants which are not related to the annual incentive awards. Certain restricted stock awards in this column vest based on specified performance criteria and are reflected in this column at 100% of the aggregate grant date fair value based on the probable outcome of the performance conditions, which is the highest level of achievement of these awards, in accordance with FASB ASC Topic 718. In 2023 Mr. Billings and Ms. Cameron-Doe were granted PSUs that vest based on achievement of certain Absolute TSR performance criteria. The grant date fair value of these awards was computed in accordance with FASB Topic 718 using a Monte Carlo simulation. Assuming the highest performance condition would be achieved, the grant date fair values of the Absolute TSR awards would be $4.1 million and $0.8 million for Mr. Billings and Ms. Cameron-Doe, respectively. (3) The amounts set forth in this column reflect the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. See our Annual Report on Form 10-K for the year ended December 31, 2023, Item 8, Note 13 -“Stock-Based Compensation” to our Consolidated Financial Statements for assumptions used in computing fair value. (4) As described above under “Compensation Discussion and Analysis-How we designed incentives for 2023,” in January 2024, the Compensation Committee exercised its discretion to pay 50% of the actual earned annual incentive for all NEO’s in shares of the Company’s Common Stock. (5) The following amounts for 2023 are included in “All Other Compensation” for Mr. Billings: (i) insurance premiums and benefits including executive life and medical insurance of $5,106; (ii) reimbursement of taxes related to work performed in Massachusetts of $3,596; (iii) matching contributions made under the Company’s §401(k) Plan, which is generally available to our eligible employees, of $9,900; and (iv) other benefits of $13. The following amounts for 2023 are included in “All Other Compensation” for Ms. Cameron-Doe: (i) insurance premiums and benefits including executive life and medical insurance of $2,513; (ii) reimbursement of taxes related to work performed in Massachusetts of $1,220; and (iii) matching contributions made under the Company’s §401(k) Plan, which is generally available to our eligible employees, of $9,900. The following amounts for 2023 are included in “All Other Compensation” for Ms. Whittemore: (i) insurance premiums and benefits including executive life and medical insurance of $8,225; (ii) reimbursement of taxes related to work performed in Massachusetts of $596; and (iii) matching contributions made under the Company’s §401(k) Plan, which is generally available to our eligible employees, of $9,900.

  43. 2023 summary compensation table

    | 2024 PROXY STATEMENT | 49 |

  44. 2023 Grants of plan-based awards table

    2023 Grants of plan-based awards table The Omnibus Plan rewards management for creation of superior return to shareholders, measured by the operating performance of our resorts. The amounts shown in the table below reflect potential payments and/or values of the awards, as required under Regulation S-K.

  45. 2023 Grants of plan-based awards table

    | NAMED EXECUTIVE OFFICER | GRANT DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS ($) (1) | | | | | ESTIMATED NUMBER OF SHARES FOR FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (#) | | | | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | | GRANT DATE FAIR VALUE OF STOCK AWARDS ($) (2) | | | | | THRESHOLD ($) | TARGET ($) | | MAXIMUM ($) | | THRESHOLD (#) | | TARGET (#) | | MAXIMUM (#) | | | | | | | Craig S. Billings | N/A | 4,000,000 | | 5,000,000 | | 6,000,000 | | - | | - | | - | | - | | - | | | 01/12/2023 | - | | - | | - | | - | | - | | - | | 37,649 (3) | | 3,712,568 | | | 01/12/2023 | - | | - | | - | | - | | 25,099 (4) | | - | | - | | 2,475,012 | | | 01/12/2023 | - | | - | | - | | 12,550 (5) | | 20,916 (5) | | 33,466 (5) | | - | | 2,545,477 | | Julie M. Cameron-Doe | N/A | 1,520,000 | | 1,900,000 | | 2,280,000 | | - | | - | | - | | - | | - | | | 01/12/2023 | - | | - | | - | | - | | - | | - | | 7,188 (3) | | 708,809 | | | 01/12/2023 | - | | - | | - | | - | | 4,791 (4) | | - | | - | | 472,441 | | | 01/12/2023 | - | | - | | - | | 2,397 (5) | | 3,994 (5) | | 6,391 (5) | | - | | 486,070 | | Ellen F. Whittemore | N/A | 1,440,000 | | 1,800,000 | | 2,160,000 | | - | | - | | - | | - | | - | | | 01/12/2023 | - | | - | | - | | - | | - | | - | | 7,556 (3) | | 745,097 | | | 01/12/2023 | - | | - | | - | | - | | 9,235 (4) | | - | | - | | 910,663 | | | 01/12/2023 | - | | - | | - | | - | | - | | - | | - | | - |

  46. 2023 Grants of plan-based awards table

    (1) The potential 2023 performance-based annual incentive awards that could have been earned for 2023 are subject to (a) the limitations set forth in the Omnibus Plan, including the cash and stock grant limits and continued employment through the end of the performance period, (b) the Compensation Committee’s ability to reduce awards in its discretion and (c) the Compensation Committee’s discretion to pay a portion of the awards in shares of Common Stock. Actual awards were based upon achievement of the following 2023 performance criteria: (i) achievement of a 2023 Encore Boston Harbor Adjusted Property EBITDAR goal; (ii) achievement of a 2023 Wynn Las Vegas Adjusted Property EBITDAR goal; (iii) achievement of a 2023 Macau Operations Adjusted Property EBITDAR goal; (iv) achievement of Wynn Las Vegas GGR market share goal; (v) achievement of Forbes Five-Star at Wynn Las Vegas; and (vi) advancement of Design & Development of the Wynn UAE project. Please refer to “Compensation Discussion and Analysis-How We Designed Incentives for 2023” for a description of each of the goals and achievement of performance against those goals. (2) The amounts set forth in this column reflect the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. See our Annual Report on Form 10-K for the year ended December 31, 2023, Item 8, Note 13 -“Stock-Based Compensation” to our Consolidated Financial Statements for assumptions used in computing fair value. (3) Restricted stock award vests ratably on January 12, 2024, 2025 and 2026, subject to continued employment. (4) Restricted stock award vests ratably on February 28, 2024, 2025 and 2026 subject to the achievement of pre-established Las Vegas property-level revenue and Adjusted Property EBITDAR performance goals over a one-, two-, and three-year period, respectively, and in the case of Mr. Billings and Ms. Cameron-Doe subject to continued employment and in the case of Ms. Whittemore subject to performing service during any performance period and will continue to vest on the original vesting date if performance criteria are met even if Ms. Whittemore is no longer employed by the Company under certain conditions. (5) Refer to 2023 summary compensation table for further information. PSU award scheduled to vest on January 1, 2026 subject to the level of performance achievement.

  47. 2023 Grants of plan-based awards table

    | 2024 PROXY STATEMENT | 51 |

  48. Outstanding equity awards at fiscal

    Outstanding equity awards at fiscal

  49. Option exercises and stock vested in 2023

    Option exercises and stock vested in 2023

  50. Option exercises and stock vested in 2023

    | | OPTION AWARDS | | STOCK AWARDS | | | NAMED EXECUTIVE OFFICER | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Craig S. Billings | 10,901 | $484,113 | 61,082 | $6,255,990 | | Julie M. Cameron-Doe | 4,000 | $196,920 | 16,588 | $1,815,438 | | Ellen F. Whittemore | 10,383 | $525,672 | 15,704 | $1,652,101 |

  51. Option exercises and stock vested in 2023

    The amounts reported in the table above are based on the closing price of the Company’s Common Stock on the date the stock award vested or the stock option was exercised (less the applicable exercise price per stock option), as applicable. Upon vesting of the stock award, the executive also was paid an amount equal to the dividends that had accrued on the shares prior to their vesting.

  52. Potential payments upon termination, retirement or change in control

    Potential payments upon termination, retirement or change in control PAYMENTS MADE UPON TERMINATION DUE TO DEATH, COMPLETE DISABILITY OR LICENSE REVOCATION. The Company’s employment agreements with its current NEOs provide that such agreements terminate automatically upon death or complete disability of the employee, as well as upon failure of the employee to obtain or maintain any required gaming licenses. Upon such termination, such NEO is entitled to a lump sum payment of accrued and unpaid base salary and vacation pay through the termination date. Pursuant to the terms of the applicable stock option agreements and restricted stock grant agreements, all of the unvested options and restricted stock held by such NEOs would vest upon termination as a result of such NEO’s death or complete disability. PAYMENTS MADE UPON RETIREMENT . Under the terms of the Retirement Plan, upon the NEO’s retirement, (i) all outstanding equity incentive awards held by the NEO on the date of retirement will remain outstanding and will continue to vest in accordance with the terms of the award agreement applicable to such equity incentive award as if the NEO were still employed by the Company (provided, that, the NEO may elect to deliver written notice to the Company expressly disavowing the continued vesting benefits, and the vesting period will expire as of the date of delivery of such notice, and all of the NEO’s outstanding equity incentive awards that remain unvested as of such date will be immediately forfeited for no consideration); (ii) the Company will pay the NEO a total amount equal to a pro-rata portion of the cash bonus the NEO earned during the fiscal year preceding the year in which the date of retirement occurs; (iii) during the first eighteen months following the NEO’s retirement, assuming that the NEO has timely enrolled under COBRA, the Company will pay the full COBRA monthly

  53. Potential payments upon termination, retirement or change in control

    | 2024 PROXY STATEMENT | 53 |

  54. Potential payments upon termination, retirement or change in control

    premiums for the NEO and their spouse and dependents, and the Company will reimburse the NEO for any medical expenses incurred by the NEO or the NEO’s dependents that are not covered by COBRA but would have been subject to reimbursement under the Company’s senior executive health program. If the NEO has remained covered under the Company’s group health coverage through the end of the initial eighteen month COBRA period, then for the remainder of the applicable restricted period (if any), the Company will reimburse the NEO on a monthly basis for the cost incurred by the NEO for securing health benefits coverage of equal or lesser coverage to that offered under the Company’s senior executive health program. The health benefits and/or reimbursement in lieu thereof will cease upon the earlier of the expiration of the applicable restricted period, the failure by the NEO to timely elect COBRA with respect to the initial eighteen month COBRA period, the NEO enrolling under Medicare after the date of retirement or if the NEO becomes employed by another employer and becomes eligible to enroll under that employer’s group health coverage. The retirement benefits are conditioned upon the NEO remaining an employee in good standing through the three-month notice period prior to their retirement date, executing and not revoking a release of claims, acknowledging that the transition of duties and responsibilities during the transition period will not constitute “good reason”, and complying with the non-disparagement covenant in the Retirement Plan and any other restrictive covenants to which the NEO is subject. In addition, the Company will enter into a post-employment consulting agreement with the NEO without additional compensation, except the Retirement Benefits, to assist in facilitating the successful transition of responsibilities, for a period of no more than 18 months, unless the Company no longer requires such services. PAYMENTS MADE UPON TERMINATION WITHOUT CAUSE AT EMPLOYER’S ELECTION OR AT EMPLOYEE’S ELECTION UPON COMPANY MATERIAL BREACH DURING THE TERM . The Company’s employment agreements with its current NEOs provide that such agreements are terminable by the Company without cause upon notice to the employee, so long as a “separation payment” is paid as provided in such contracts, or by the employee upon written notice to the Company of the Company’s uncured material breach of the agreement. Cause is generally defined to include (i) inability or failure to secure and/or maintain any licenses or permits required by government agencies with jurisdiction over the business of the Company or its affiliates; (ii) willful destruction of property of the Company or an affiliate having a material value to the Company or such affiliate; (iii) fraud, embezzlement, theft, or comparable dishonest activity (excluding acts involving a de minimis dollar value and not related in any manner to the Company, its affiliates or their business); (iv) conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony; (v) material breach of employment agreement; (vi) neglect, refusal, or knowing failure to materially discharge duties (other than due to physical or mental illness) commensurate with title and function, or failure to comply with the lawful directions of the Company or its board; (vii) knowing material misrepresentation to the Company or its Board of Directors; (viii) failure to follow a material policy or procedure of the Company or an affiliate; or (ix) material breach of a statutory or common law duty of loyalty or fiduciary duty to the Company or an affiliate. Material breach is defined as (i) the Company’s failure to pay the employee’s base salary when due, (ii) the Company’s material reduction in the scope in the employee’s duties and responsibilities such that the employee’s remaining duties and responsibilities are materially inconsistent with duties and responsibilities generally associated with the employee’s position with the Company, or (iii) a material reduction in the employee’s base salary. The “separation payment” for all current NEOs equals a lump sum payment equal to the sum of (a) base salary for the remainder of the term of the employment agreement, but not less than 12 months (except for Mr. Billings which is not less than 18 months); (b) bonus projected for all bonus periods through the end of the term of the employment agreement (based upon the last bonus paid pursuant to the employment agreement), but not less than the preceding bonus that was paid; and (c) any accrued but unpaid vacation pay. If Mr. Billings, Ms. Cameron-Doe or Ms. Whittemore is terminated by the Company without cause or resigns following the Company’s material breach of his or her employment agreement, then as a condition to receiving such separation payment, he/she must execute a written release-severance agreement that (1) releases the Company, its affiliates, and their officers, directors, agents and employees, from any claims or causes of action, and (2) provides that the terminated employee may not disclose either the terms of the release-severance agreement or the compensation paid. In addition, the NEOs are entitled to health benefits coverage under the same plan or arrangement as such NEO was covered immediately prior to termination. Mr. Billings is entitled to health benefits for the remainder of the term but not less than 18 months and for a period of twelve months thereafter. and Ms. Whittemore are entitled to health benefits for the remainder of the original term but not less than 12 months and for a period of twelve months thereafter. Pursuant to the terms of the applicable

  55. Potential payments upon termination, retirement or change in control

    | 54 | 2024 PROXY STATEMENT |

  56. Potential payments upon termination, retirement or change in control

    restricted stock grant agreements, all of the unvested restricted stock held by such NEOs would vest pro rata based on the number of months served since the grant date upon a termination of the NEO’s employment by the Company without “cause” or by the employee upon the Company’s material breach. PAYMENTS MADE UPON TERMINATION BY EMPLOYEE FOR GOOD REASON AFTER CHANGE IN CONTROL . The Company’s employment agreements with its current NEOs provide that such agreements are terminable by the employee for good reason after a change of control. A change of control is generally defined as (a) any person or group becomes the beneficial owner of more than 50% of the Company’s outstanding securities, (b) the existing directors of the Company (including those elected in the normal course and not including those elected as a result of an actual or threatened election contest) cease to constitute a majority of the Board of the Company, or (c) the consummation of a merger, consolidation or reorganization to which the Company is a party or the sale or disposition of substantially all of the assets of the Company. Good reason is defined as: (i) reduction of employee’s base salary; (ii) discontinuation of employer’s bonus plan without immediately replacing such bonus plan with a plan that is the substantial economic equivalent of such bonus plan, or amending such bonus plan so as to materially reduce employee’s potential bonus at any given level of economic performance of employer or its successor entity; (iii) material reduction in the aggregate benefits and perquisites to employee; (iv) requirement that such employee change the location of his or her job or office by a distance of more than 25 miles; (v) reduction of responsibilities or required reporting to a person of lower rank or responsibilities; or (vi) a successor’s failure to expressly assume in writing the employment agreement. Upon termination by the employee pursuant to this provision, the employee is entitled to the “separation payment” described under “Payments Made Upon Termination Without Cause at Employer’s Election During the Term” above. Pursuant to the terms of the applicable stock option agreements, some or all of the unvested options held by the applicable current NEOs would immediately vest upon termination by the Company without cause or upon termination by the employee for good reason after a change of control. Pursuant to the terms of the applicable restricted stock grant agreements, all of the unvested restricted stock held by such NEOs would vest upon termination for “good reason” following a “change of control.” PAYMENTS MADE UPON TERMINATION . The tables below reflect the amount of compensation that would become payable to each of our current NEOs under existing agreements and arrangements if the NEO’s employment had terminated on December 31, 2023, based on the NEO’s compensation as of such date and, if applicable, the Company’s closing stock price on that date. These benefits are in addition to benefits available prior to the occurrence of any termination of employment, including benefits generally available to all salaried employees, such as distributions under the Company’s 401(k) plan. In addition, in connection with any actual termination of employment, the Compensation Committee may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described below, as the Compensation Committee determines appropriate. The actual amounts that would be paid upon an NEO’s termination of employment can only be determined at the time of such executive’s separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event and the Company’s stock price.

  57. Potential payments upon termination, retirement or change in control

    | 2024 PROXY STATEMENT | 55 |

  58. Pay ratio disclosure

    Pay ratio disclosure The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies may have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described below. For these purposes, we determined the median compensated employee using taxable income for 2021, which we annualized for any employee who did not work for the entire year unless designated as a temporary employee. We determined that, as of December 31, 2021, our employee population consisted of approximately 27,000 employees, with approximately 45% working in Macau as an employee of Wynn Macau, Limited or one of its subsidiaries. In identifying the median employee, we made a cost-of-living adjustment using the International Monetary Fund’s implied purchasing power conversion rate of 5.00 with respect to employees located in Macau. Using this methodology, we determined that the median employee in 2021 was a full-time, hourly employee located in Massachusetts. We are using the same median employee to compute our 2023 pay ratio because we did not believe that this employee’s compensation had changed significantly or that our employee population had changed significantly in 2023. The 2023 annual total compensation of our median compensated employee, other than our CEO, was $54,089; the 2023 annual total compensation of our CEO, Mr. Billings, was $16,152,634; and the ratio of these amounts was 1-to-299. To identify the median employee without a cost-of-living adjustment, we converted the compensation paid in Macau currency to U.S. dollars by applying a Macau patacas to U.S. dollars exchange rate using the noon buying rate of exchange of Macau patacas to U.S. dollars of 8.05 on December 31, 2023. For 2023, we did not identify a new median employee for the reasons described above. The 2023 annual total compensation of our median compensated employee, other than our CEO serving as of December 31, 2023, without the cost-of-living adjustment was $46,113; and the ratio of this amount to Mr. Billings’s 2023 annual total compensation was 1-to-350. We believe the employee population for gaming and hospitality industries includes a large percentage of “steady extra workers.” These are permanent workers who are paid hourly and obtain hours based on business volumes (e.g., coverage during peak times such as when large conventions are in town) and personal needs of the employee. As of December 31, 2023, approximately 18% of our employee population of approximately 27,800 consisted of steady extra workers, most of whom are eligible for medical and other benefits. Based on SEC’s rules, these permanent workers are included in the employee population used in calculating the median employee compensation and may impact comparability of our median employee compensation amount with that in other industries. Our talented and dedicated employees play an integral role in our overall success and we place great emphasis on creating an environment for our employees to excel and advance. We are committed to the development, health and well-being of our workforce through various programs, benefits and amenities. Please refer to “Our people and our stewardship” for additional information.

  59. Pay ratio disclosure

    | 2024 PROXY STATEMENT | 59 |

  60. Pay vs. Performance

    Pay vs. Performance The following table sets forth SEC required information with respect to the Company’s financial performance and the compensation paid to our Principle Executive Officer(s) (each, a PEO) and our non-PEO NEOs for the fiscal years ended on December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023.

  61. Pay vs. Performance

    | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO A (1)(2) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO B (3) | COMPENSATION ACTUALLY PAID TO PEO A (1)(2)(5)(7) | COMPENSATION ACTUALLY PAID TO PEO B (3)(5)(8) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs (4) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs (4)(5)(9) | TOTAL SHAREHOLDER RETURN (6) | PEER GROUP TOTAL SHAREHOLDER RETURN (6) | NET INCOME (LOSS) (10) | ADJUSTED PROPERTY EBITDAR (11) | | 2023 | - | $16,152,634 | - | $17,456,662 | $4,621,082 | $5,238,530 | $66.70 | $75.96 | $729,994,000 | $2,114,943,000 | | 2022 | $7,830,157 | $12,229,087 | $(698,593) | $6,644,349 | $5,265,417 | $5,161,405 | $59.91 | $58.28 | $(423,856,000) | $725,387,000 | | 2021 | $12,928,747 | - | $7,935,501 | - | $6,936,390 | $7,397,174 | $61.77 | $78.17 | $(755,786,000) | $569,441,000 | | 2020 | $24,571,980 | - | $7,387,812 | - | $5,210,698 | $4,256,704 | $81.96 | $89.66 | $(2,067,245,000) | $(324,305,000) |

  62. Pay vs. Performance

    (1) Effective February 1, 2022, Mr. Billings (“PEO B”) succeeded Mr. Maddox (“PEO A”) as the Company’s Chief Executive Officer and the Principal Executive Officer. For the year 2022, the amounts set forth in these columns reflect Mr. Maddox’s compensation for the period between January 1, 2022 and January 31, 2022, including severance. Mr. Maddox was the PEO of the Company for fiscal years 2021 and 2020. Mr. Billings was the Company’s Chief Executive Officer and the Principal Executive Officer for 2023 and February 1, 2022 through December 31, 2022 for 2022. (2) For the year 2022, compensation information for Mr. Maddox includes consideration of the terms set forth in the Maddox Transition Agreement, including forfeitures. (3) The amounts set forth in these columns reflect Mr. Billings’ total compensation. For fiscal year 2022, such amounts include compensation Mr. Billings received as the Company’s Chief Financial Officer for the period between January 1, 2022 and January 31, 2022. (4) Effective February 1, 2022, Mr. Billings was named the PEO and was excluded from the list of Non-PEO NEOs. Mr. Billings’ compensation is included in PEO columns. Effective April 18, 2022, Ms. Cameron-Doe was appointed as the Company’s Chief Financial Officer and was named a NEO. For 2023 and 2022, the Company’s NEOs were Ms. Cameron-Doe, who joined the Company on April 18, 2022, and Ms. Whittemore. For 2021 and 2020, the Company’s NEOs were Mr. Billings and Ms. Whittemore. (5) In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant other than the stock price of a subsidiary used in the valuation of subsidiary stock options. NEOs do not receive pension benefits. (6) The Company TSR and the TSR of the Dow Jones Gambling Index (Ticker: DJUSCA), the Company’s peer group, reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100, including the reinvestment of dividends, on the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. (7) The “Compensation Actually Paid” to PEO A reflects the following adjustments made to the “Total Compensation” amounts reported in the Summary Compensation Table, computed in accordance with Item 402(v) of Regulation S-K: (i) For the 2022 fiscal year, $(2,111,462) represents a change in fair value of equity awards at either the vesting date or December 31, 2022 in the case of unexercised stock options. Of this amount, option awards granted during 2022 with an aggregate grant date fair value of $89,328 were remeasured at $86,950, for a change of $(2,378) as of December 31, 2022, $(2,152,078) was granted prior to 2022 and is outstanding at December 31, 2022, and $42,994 was granted prior to 2022 and vested in 2022; and $(6,417,288) represents the reversal of compensation actually paid related to the forfeiture of previously granted equity awards upon separation from the Company; (ii) For the 2021 fiscal year, $(4,993,246) represents a change in fair value of equity awards at either the vesting date or December 31, 2021 in the case of unvested restricted stock and unexercised stock options. Of this amount, stock awards granted during 2021 with an aggregate grant date fair value of $8,500,202 were remeasured at $7,223,292, for a change of $(1,276,910) as of December 31, 2021, $(2,345,317) was granted prior to 2021 and is outstanding at December 31, 2021, and $(1,371,019) was granted prior to 2021 and vested in 2021; and (iii) For the 2020 fiscal year, $(10,816,043) represents a change in fair value of equity awards at either the vesting date or December 31, 2020 in the case of unvested restricted stock and unexercised stock options. Of this amount, stock awards granted during 2020 with an aggregate grant date fair value of $20,283,231 and option awards granted during 2020 with an aggregate grant date fair value of $699,218 were remeasured at $12,890,171 and $699,226, respectively, for a change of $(7,393,052) as of December 31, 2020, $384,789 was granted in 2020 and vested in 2020, $(2,938,406) was granted prior to 2020 and is outstanding at December 31, 2020, and $(7,237,500) was granted prior to 2020 and vested in 2020; and $(6,368,125) represents the reversal of compensation actually paid related to the cancellation of equity awards granted in 2020. (8) The “Compensation Actually Paid” to PEO B reflects the following adjustments made to the “Total Compensation” amounts reported in the Summary Compensation Table, computed in accordance with Item 402(v) of Regulation S-K: (i) For the 2023 fiscal year, $1,304,029 represents a change in fair value of equity awards at either the vesting date or December 31, 2023 in the case of unvested restricted stock awards and unexercised stock options. Of this amount, stock awards granted during 2023 with an aggregate grant date fair value of $11,483,057 were remeasured at $10,792,829, for a change of $(690,228), as of December 31, 2023, $695,481 was granted prior to 2023 and is outstanding at December 31, 2023, and $1,298,776 was granted prior to 2023 and vested in 2023. (ii) For the 2022 fiscal year, $(5,584,738) represents a change in fair value of equity awards at either the vesting date or December 31, 2022 in the case of unvested restricted stock awards and unexercised stock options. Of this amount, stock awards granted during 2022 with an aggregate grant date fair value of $8,575,772 and option awards granted during 2022 with an aggregate grant date fair value of $454,641 were remeasured at $8,313,764 and $86,950, respectively, for a change of $(629,668), as of December 31, 2022, $709,252 was granted in 2022 and vested in 2022, $(5,306,762) was granted prior to 2022 and is outstanding at December 31, 2022, and $(357,560) was granted prior to 2022 and vested in 2022. (9) The “Compensation Actually Paid” to the non-PEOs reflects the following adjustments made to the “Total Compensation” amounts reported in the Summary Compensation Table, computed in accordance with Item 402(v) of Regulation (i) For the 2023 fiscal year, $617,448 represents a change in the fair value of equity awards at either the vesting date or December 31, 2023 in the case of unvested restricted stock awards and unexercised stock options. Of this amount, stock awards granted during 2023 with an average aggregate grant date fair value of $2,679,040 were remeasured at $2,550,185, for a change of $(128,854), as of December 31, 2023, $219,872 was granted prior to 2023 and is outstanding at December 31, 2023, and $526,430 was granted prior to 2023 and vested in 2023.

  63. Pay vs. Performance

    | 60 | 2024 PROXY STATEMENT |

  64. Pay vs. Performance

    (ii) For the 2022 fiscal year, $(80,116) represents a change in the fair value of equity awards at either the vesting date or December 31, 2022 in the case of unvested restricted stock awards and unexercised stock options. Of this amount, stock awards granted during 2022 with an average aggregate grant date fair value of $3,518,517 and option awards granted during 2022 with an average aggregate grant date fair value of $250,570 were remeasured at $3,765,467, for a change of $(3,620), as of December 31, 2022, $337,759 was granted in 2022 and vested in 2022, $(390,246) was granted prior to 2022 and is outstanding at December 31, 2022, and $(24,009) was granted prior to 2022 and vested in 2022; and $(23,896) represents the reversal of compensation actually paid related to the forfeiture on previously granted performance-based restricted stock that did not vest due to not meeting the performance criteria; (iii) For the 2021 fiscal year, $460,784 represents a change in fair value of equity awards at either the vesting date or December 31, 2021 in the case of unvested restricted stock and unexercised stock options. Of this amount, stock awards granted during 2021 with an average aggregate grant date fair value of $5,068,395 were remeasured at $4,480,563, for a change of $(587,832), as of December 31, 2021, $1,199,493 was granted prior to 2021 and is outstanding at December 31, 2021, and $(150,877) was granted prior to 2021 and vested in 2021; and (iv) For the 2020 fiscal year, $(953,994) represents a change in fair value of equity awards at either the vesting date or December 31, 2020 in the case of unvested restricted stock and unexercised stock options. Of this amount, stock awards granted during 2020 with an average aggregate grant date fair value of $2,831,942 and option awards granted during 2020 with an average aggregate grant date fair value of $961,516 were remeasured at $3,742,798, for a change of $(50,660), as of December 31, 2020, $101,575 was granted in 2020 and vested in 2020, $(596,615) was granted prior to 2020 and is outstanding at December 31, 2020, and $(408,294) was granted prior to 2020 and vested in 2020. (10) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (11) We have selected Adjusted Property EBITDAR as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2023. See “2023 Highlights” for a definition of Adjusted Property EBITDAR.

  65. Pay vs. Performance

    | 2024 PROXY STATEMENT | 61 |

  66. Pay vs. Performance tabular list

    Pay vs. Performance tabular list The table below lists our most important performance measures used to link compensation actually paid for our NEOs to company performance, over the fiscal year ending December 31, 2023. The performance measures included in this table are not ranked by relative importance.

  67. Pay vs. Performance tabular list

    | PERFORMANCE MEASURE | | (1) Adjusted Property EBITDAR | | (2) Market Share of Gross Gaming Revenues | | (3) Achievement of Forbes Five-Star awards |

  68. Pay vs. Performance tabular list

    | 2024 PROXY STATEMENT | 63 |

  69. Proposal 1: Election of directors

    Proposal 1: Election of directors At the recommendation of the Company’s Nominating and Corporate Governance Committee, the Board is nominating the following individuals for election as Class I directors:

  70. Proposal 1: Election of directors

    | - | Betsy S. Atkins |

  71. Proposal 1: Election of directors

    | - | Paul Liu |

  72. Proposal 1: Election of directors

    | - | Darnell O. Strom |

  73. Proposal 1: Election of directors

    The Board has nominated the three individuals listed above to serve as Class I directors for terms that commence upon election at the 2024 Annual Meeting. If elected at the 2024 Annual Meeting, each nominee would serve until the 2027 Annual Meeting and until his or her successor has been duly elected and qualified, or until his or her 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. If any director nominee is not elected at the 2024 Annual Meeting, the remaining directors may fill the resulting vacancy, or the Board may choose to reduce the size of the Board. Biographical and other information for our nominees and our current directors is provided in the “Director Biographies” section. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.