1 unchanged sentence
Disclosure Controls and Procedures
−Removed: The Company's management, with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this annual report.
+Added: The Company's management, with the participation of the Company's Chief Executive Officer ("CEO") (Principal Executive and Financial Officer), has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this annual report.
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Based on such evaluation, the Company's CEO and CFO have concluded that, as of the period covered by this annual report, the Company's disclosure controls and procedures were effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based on such evaluation, the Company's CEO (Principal Executive and Financial Officer) has concluded that, as of the period covered by this annual report, the Company's disclosure controls and procedures were effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
5 unchanged sentences
Based on our assessment, management believes that, as of December 31, 2021, our internal control over financial reporting was effective based on those criteria.
−Removed: Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of recently acquired BetBull Limited, which are included in the 2020 consolidated financial statements of the Company and constituted less than 2% of total assets (goodwill constituted 1% of total assets) as of December 31, 2020, and less than 1% of each of operating revenues and net loss, for the year then ended.
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young, LLP, an independent registered public accounting firm.
3 unchanged sentences
Other Information
−Removed: On February 27, 2020, the Company amended and restated its bylaws (“Bylaws”) to provide that (i) the chair must be an independent member of the Company’s Board of Directors, (ii) a majority voting standard for election of Directors and (iii) certain conforming ministerial changes.
−Removed: The foregoing description of the Bylaws is qualified in its entirety by the full text of the Bylaws filed as Exhibit 3.2 hereto and incorporated by reference.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
9 unchanged sentences
(i) all compensation plans previously approved by stockholders, and (ii) all compensation plans not previously approved by stockholders.
−Removed: These plans are described in Item 8—"Financial Statements and Supplementary Data" of Part II (see Notes to Consolidated Financial Statements).
+Added: These plans are described in Item 8—"Financial Statements and Supplementary Data" of Part II (see
+Added: Notes to Consolidated Financial Statements).
Plan Category Number of
40 unchanged sentences
Description Form Filing Date
+Added: 2.1 Equity Purchase Agreement, dated as of February 14, 2022 by and between Wynn MA, LLC and Realty Income Corporation.
+Added: 8-K 2/14/2022
3.1 Third Amended and Restated Articles of Incorporation of the Registrant.
48 unchanged sentences
2 to Credit Agreement, dated as of November 27, 2020, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent.
+Added: 10-K 2/26/2021
10.2.1 Common Terms Agreement Sixth Amendment Agreement, dated December 21, 2018, between, among others, Wynn Resorts (Macau) S.A.
as the company and Bank of China Limited, Macau Branch as security agent.
+Added: 10-Q 2/28/2019
10.2.2 Term Facility Agreement Fifth Amendment Agreement, dated December 21, 2018, by and among Wynn Resorts (Macau) S.A.
and Bank of China Limited, Macau Branch as Hotel Facility Agent and Hotel Facility Lender.
+Added: 10-Q 2/28/2019
10.2.3 Revolving Credit Facility Agreement Second Amendment Agreement, dated as of December 21, 2018, by and among Wynn Resorts (Macau) S.A.
and Bank of China Limited, Macau Branch as Revolving Credit Facility Agent and Revolving Credit Facility Lender.
+Added: 10-Q 2/28/2019
10.2.4 Common Terms Agreement Fifth Amendment Agreement, dated September 30, 2015, between, among others, Wynn Resorts (Macau) S.A.
12 unchanged sentences
10-Q 7/30/2018
+Added: 10.3.1 Facility Agreement, dated as of September 16, 2021, by and among WM Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, and Bank of China Limited, Macau Branch, as agent and a syndicate of lenders.
+Added: 10-Q 11/9/2021
10.4.1 Concession Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A.
37 unchanged sentences
+10.7.1.1 Second Amended and Restated Employment Agreement dated as of January 1, 2021, by and between Wynn Resorts, Limited and Matt Maddox.
+Added: 10-K 2/26/2021
+Added: +10.7.1.2 Transition Agreement, dated November 9, 2021, by and between Wynn Resorts, Limited and Matt Maddox.
+Added: 10-Q 11/9/2021
+10.7.2.0 Employment Agreement, dated as of January 27, 2017 by and between Wynn Resorts, Limited and Craig Billings.
5 unchanged sentences
+10.7.2.3 Third Amended and Restated Employment Agreement dated as of January 1, 2021, by and between Wynn Resorts, Limited and Craig S.
+Added: 10-K 2/26/2021
+Added: +10.7.2.4 Fourth Amended and Restated Employment Agreement dated as of May 24, 2021, by and between Wynn Resorts, Limited and Craig S.
+Added: 8-K 5/24/2021
+Added: +10.7.2.5 Employment Agreement, dated November 9, 2021, by and between Wynn Resorts, Limited and Craig S.
+Added: 10-Q 11/9/2021
+10.7.3.0 Employment Agreement, dated as of August 2, 2018, by and between Wynn Resorts, Limited and Ellen Whittemore.
3 unchanged sentences
+10.7.3.2 Second Amended and Restated Employment Agreement dated as of January 1, 2021, by and between Wynn Resorts, Limited and Ellen F.
+Added: 10-K 2/26/2021
+Added: +10.7.3.3 Third Amended and Restated Employment Agreement dated as of January 12, 2022, by and between Wynn Resorts, Limited and Ellen F.
+Added: +10.7.4.0 Employment Agreement, dated as of December 7, 2021 by and between Wynn Resorts, Limited and Julie Cameron-Doe.
+10.8 Amended and Restated 2014 Omnibus Incentive Plan, dated January 1, 2017.
8 unchanged sentences
23.1 Consent of Ernst & Young LLP, Independent Registered Accounting Firm.
−Removed: 31.1 Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
−Removed: 31.2 Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
−Removed: 32 Certification of CEO and CFO pursuant to 18 U.S.C.
+Added: 31.1 Certification of Chief Executive Officer (Principal Executive and Financial Officer) of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).
+Added: 32 Certification of CEO (Principal Executive and Financial Officer ) pursuant to 18 U.S.C.
Section 1350.
15 unchanged sentences
February 28, 2022 By:
−Removed: /s/ Matt Maddox
−Removed: Director, Chief Executive Officer (Principal Executive Officer)
+Added: Director, Chief Executive Officer (Principal Executive, Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
−Removed: /s/ Matt Maddox Director, Chief Executive Officer (Principal Executive Officer) February 26, 2021
−Removed: Billings President and Chief Financial Officer (Principal Financial and Accounting Officer) February 26, 2021
+Added: Billings Director, Chief Executive Officer (Principal Executive, Financial and Accounting Officer) February 28, 2022
/s/ Philip G.
14 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.