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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-28 · 42 added, 25 removed, 237 unchanged (22% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

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.

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.

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.

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.

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.

Management's Report on Internal Control Over Financial Reporting

14 unchanged sentences

The information required by this item will be contained in the Registrant's definitive Proxy Statement for its 2023 Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2022 (the "2023 Proxy Statement") under the captions "Election of Directors," "Executive Officers," "Board Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance," and is incorporated herein by reference.

As part of the Company's commitment to integrity, the Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all directors, officers and employees of the Company and its subsidiaries.

As part of the Company's commitment to integrity, the Board of Directors has adopted a Code of Business Conduct and Ethics ("Code") applicable to all directors, officers and employees of the Company and its subsidiaries.

This Code is periodically reviewed by the Board of Directors.

In the event we determine to amend or waive certain provisions of this code of ethics, we intend to disclose such amendments or waivers on our website at https://wynnresortslimited.gcs-web.com/corporate-governance/code-business-conduct-and-ethics within four business days following such amendment or waiver or as otherwise required by the Nasdaq listing standards.

In the event we determine to amend or waive certain provisions of this Code, we intend to disclose such amendments or waivers on our website at https://wynnresortslimited.gcs-web.com/corporate-governance/code-business-conduct-and-ethics within four business days following such amendment or waiver or as otherwise required by the Nasdaq listing standards.

Executive Compensation

The information called for by this item is incorporated herein by reference to our definitive 2022 Proxy Statement under the captions "Board Compensation," "Compensation Discussion and Analysis" and "Executive Compensation Tables", which will be filed with the SEC.

The information called for by this item will be contained in the 2023 Proxy Statement under the captions "Non-Employee Director Compensation Table" and "Compensation Discussion and Analysis" and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain information required by this item will be contained in the 2023 Proxy Statement under the caption "Certain Beneficial Ownership and Management," and is incorporated by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

1 unchanged sentence

(i) all compensation plans previously approved by stockholders, and (ii) all compensation plans not previously approved by stockholders.

These plans are described in Item 8—"Financial Statements and Supplementary Data" of Part II (see

Notes to Consolidated Financial Statements).

Plan Category Number of

1 unchanged sentence

Available for

Future Issuance

Equity compensation plans approved by security holders 56,269 $ 61.14 2,322,022

3 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

The information called for by this item is incorporated herein by reference to our definitive 2022 Proxy Statement under the caption "Certain Relationships and Related Transactions," and "Board Governance," which will be filed with the SEC.

The information called for by this item will be contained in the 2023 Proxy Statement under the caption "Certain Relationships and Transactions," and "Governance," and is incorporated herein by reference.

Principal Accountant Fees and Services

The information called for by this item is incorporated herein by reference to our definitive 2022 Proxy Statement under the caption "Ratification of Appointment of Independent Auditors," which will be filed with the SEC.

The information called for by this item will be contained in the 2023 Proxy Statement under the caption "Ratification of Appointment of Registered Public Accounting Firm," and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

3 unchanged sentences

• Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020

• Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020, and 2019

• Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021, and 2020

• Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2022, 2021, and 2020

8 unchanged sentences

Description Balance at

Provision (Benefit)

Provision for

Credit Losses Write-offs,

28 unchanged sentences

4.2 Description of Registrant's Securities.

10-K 2/28/2022

4.3 Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S.

22 unchanged sentences

10-Q 11/6/2019

4.12 Indenture, dated as of February 16, 2023, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S.

Bank National Association, as trustee.

8-K 2/16/2023

10.1.0 Credit Agreement, dated as of September 20, 2019, 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 and as collateral agent.

11 unchanged sentences

10-K 2/26/2021

10.1.5 Concession Extension Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region, dated June 23, 2022, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A.

10-Q 8/9/2022

10.1.6 Lease, dated as of December 1, 2022 by and among EBH MA Property, LLC, MDC Encore Holdings, LLC, Wynn MA, LLC and Everett Property, LLC.

8-K 12/1/2022

10.2.1 Common Terms Agreement Sixth Amendment Agreement, dated December 21, 2018, between, among others, Wynn Resorts (Macau) S.A.

23 unchanged sentences

10-Q 11/9/2021

10.3.2 Amendment to the Facility Agreement, dated as of May 5, 2022, 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.

10-Q 5/10/2022

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.

1 unchanged sentence

10-Q 8/20/2002

10.4.2 Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macao Special Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A.

10.4.2 Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Maca u Special Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A.

(English translation of Chinese version of Concession Agreement).

8 unchanged sentences

10-Q 11/4/2004

10.4.6 Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macau Special Administrative Region, dated December 16, 2022, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A.

(English translation of Chinese version).

10.4.7 Deed of Reversion (Wynn Palace), dated as of December 30, 2022, by and among Wynn Resorts (Macau) S.A., Palo Real Estate Company Limited, and the Macau Special Administrative Region.

10.4.8 Deed of Reversion (Wynn Macau), dated as of December 30, 2022, by and among Wynn Resorts (Macau) S.A.

and the Macau Special Administrative Region.

10.4.9 Handover Deed, dated as of December 30, 2022, by and between Wynn Resorts (Macau) S.A.

and the Macau Special Administrative Region.

10.5.1 Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Macau, Limited and Wynn Resorts, Limited.

20 unchanged sentences

10-Q 11/4/2004

+10.7.1.0 Amended and Restated Employment Agreement, dated as of December 16, 2019, by and between Wynn Resorts, Limited and Matt Maddox.

10-K 2/28/2020

+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.

10-K 2/26/2021

+10.7.1.2 Transition Agreement, dated November 9, 2021, by and between Wynn Resorts, Limited and Matt Maddox.

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.

17 unchanged sentences

+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.

10-K 2/28/2022

+10.7.4.0 Employment Agreement, dated as of December 7, 2021 by and between Wynn Resorts, Limited and Julie Cameron-Doe.

10-K 2/28/2022

+10.7.4.1 First Amendment to Employment Agreement, dated as of April 13, 2022, by and between Wynn Resorts, Limited and Julie Cameron-Doe.

10-Q 5/10/2022

+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.

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).

32 Certification of CEO (Principal Executive and Financial Officer ) pursuant to 18 U.S.C.

Section 1350.

31.1 Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).

31.2 Certification of Chief Financial Officer of Periodic Report pursuant to Rule 13a – 14(a) and Rule 15d – 14(a).

32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350 (furnished herewith)

101 The following material from Wynn Resorts, Limited's Annual Report on Form 10-K, formatted in Inline XBRL (Inline Extensible Business Reporting Language):

1 unchanged sentence

(ii) the Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020;

(iii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020, and 2019;

(iii) the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021, and 2020;

(iv) the Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2022, 2021, and 2020;

10 unchanged sentences

February 27, 2023 By:

Director, Chief Executive Officer (Principal Executive, Financial and Accounting Officer)

Chief Executive Officer (Principal Executive 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

Billings Director, Chief Executive Officer (Principal Executive, Financial and Accounting Officer) February 28, 2022

Billings Director, Chief Executive Officer (Principal Executive Officer) February 27, 2023

/s/ Julie Cameron-Doe Chief Financial Officer (Principal Financial and Accounting Officer) February 27, 2023

Julie Cameron-Doe

/s/ Philip G.

3 unchanged sentences

Byrne Director February 27, 2023

Johnson Director February 28, 2022

/s/ Patricia Mulroy Director February 27, 2023

8 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.

What changed 10-K

Item 9A. Controls and Procedures