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Wynn Resorts Tightens Rules for Board Service, Meetings

By Christopher Palmeri
September 13, 2013 12:01 AM EDT

Wynn Resorts Ltd. (WYNN), locked in a dispute with its former vice chairman, tightened bylaws governing who may serve on its board or call meetings.

Directors may not be compensated by others for service on the board, according to a filing yesterday by the Las Vegas-based resort owner. The company also designated a Clark County, Nevada, court as its main legal forum for disputes.

The changes include new disclosure requirements for investors seeking to make nominations or bring business before shareholders. Such investors must identify people they’re working with, along with any agreements they have, and certify they have complied with legal requirements in connection with the acquisition of Wynn stock, according to the filing.

Companies may choose to designate specific courts where claims can be made, just as they sometimes require arbitration to settle disputes, Rachel J. Anderson, a law professor at the University of Nevada Las Vegas, said today in an interview.

Michael Weaver, a spokesman for Wynn Resorts, said in an e-mail the changes are part of an annual bylaw review and in keeping with actions other companies have taken lately.

Wynn Resorts sued Kazuo Okada in Nevada state court last year for breach of fiduciary duty and forcibly redeemed his 20 percent stake in the casino operator, alleging he made potentially illegal payments to Philippine government officials that could threaten the company’s gaming licenses.

Okada, 70, filed counterclaims to undo the redemption and unsuccessfully tried to have the dispute heard by a federal court instead of a Nevada state judge in Las Vegas.

Wynn, led by Chairman and Chief Executive Officer Steve Wynn, was little changed in extended trading yesterday after the filing. The stock fell 0.8 percent to $149.65 at the close in New York and has gained 33 percent this year.

To contact the reporter on this story: Christopher Palmeri in Los Angeles at cpalmeri1@bloomberg.net

To contact the editor responsible for this story: Anthony Palazzo at apalazzo@bloomberg.net

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