16 unchanged sentences
Other Information
+Added: Insider Trading Arrangements.
+Added: None of the Company's directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408(a) and (c) of Regulation S-K) during the Company’s fiscal quarter ended December 31, 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: 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.
+Added: The information required by this item will be contained in the Registrant's definitive Proxy Statement for its 2024 Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2023 (the "2024 Proxy Statement") under the captions "Election of Directors," "Executive Officers," "Governance" and "Delinquent Section 16(a) Reports," 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 ("Code") applicable to all directors, officers and employees of the Company and its subsidiaries.
2 unchanged sentences
Executive Compensation
−Removed: 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.
+Added: The information called for by this item will be contained in the 2024 Proxy Statement under the captions "Non-Employee Director Compensation Table," "Compensation Committee Report," "Executive Compensation Tables," "Summary Compensation Table" and "Compensation Discussion and Analysis" and is incorporated herein by reference.
+Added: Although the Compensation Committee Report is being incorporated herein by reference, it shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: 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.
+Added: 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 herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plans
18 unchanged sentences
• Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021
−Removed: • Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021, and 2020
−Removed: • Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2022, 2021, and 2020
+Added: • Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021
+Added: • Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2023, 2022, and 2021
• Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021
38 unchanged sentences
4.2 Description of Registrant's Securities.
−Removed: 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.
25 unchanged sentences
8-K 2/16/2023
+Added: 4.13 Trust Deed, dated as of March 7, 2023, by and between Wynn Macau, Limited and DB Trustees (Hong Kong) Limited, as trustee, relating to convertible bonds due 2029 convertible into ordinary shares of Wynn Macau, Limite d.
+Added: 4.14 Agency Agreement, dated as of March 7, 2023, by and between Wynn Macau, Limited, DB Trustees (Hong Kong) Limited, as trustee, and Deutsche Bank Trust Company Americas, as principal paying agent, principal conversion agent, transfer agent and registrar, relating to convertible bonds due 2029 convertible into ordinary shares of Wynn Macau, Limited .
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
+Added: 10.1.5 Amendment No.
+Added: 3 to Credit Agreement, dated as of May 17, 2023, 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: 8-K 5/17/2023
+Added: 10.1.6 Exhibit A to Amendment No.
+Added: 3 - Credit Agreement, dated as of September 20, 2019 (as amended by Amendment No.
+Added: 1 dated as of April 10, 2020, Amendment No.
+Added: 2 dated as of November 27, 2020, and Amendment No.
+Added: 3 dated as of May 17, 2023), 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 .
+Added: 8-K 5/17/2023
10.1.7 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.
25 unchanged sentences
10-Q 7/30/2018
+Added: 10.3.0.1 Second Amendment to Term Loan Agreement, dated as of June 2, 2023, by and among Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as borrowers, United Overseas Bank Limited, New York Agency, as administrative agent, and the lenders party thereto .
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.
2 unchanged sentences
10-Q 5/10/2022
+Added: 10.3.3 Amendment and Restatement Agreement to Facility Agreement, dated as of June 27, 2023, by and among WM Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, Bank of China Limited, Macau Branch, as agent and a syndicate of lenders party thereto .
+Added: 8-K 6/30/2023
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
−Removed: 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.
+Added: 10.4.2 Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macau 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).
10 unchanged sentences
(English translation of Chinese version).
+Added: 10-K 2/27/2023
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.
+Added: 10-K 2/27/2023
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.
+Added: 10-K 2/27/2023
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.
+Added: 10-K 2/27/2023
10.5.1 Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Macau, Limited and Wynn Resorts, Limited.
32 unchanged sentences
10-Q 11/9/2021
+Added: +10.7.2.6 First Amendment to Employment Agreement, dated as of June 1, 2023, by and between Wynn Resorts, Limited and Craig S.
+10.7.3.0 Employment Agreement, dated as of August 2, 2018, by and between Wynn Resorts, Limited and Ellen Whittemore.
10 unchanged sentences
10-Q 5/10/2022
+Added: +10.7.4.2 Second Amendment to Employment Agreement, dated as of June 1, 2023, by and between Wynn Resorts, Limited and Julie Cameron-Doe .
+10.8 Amended and Restated 2014 Omnibus Incentive Plan, dated January 1, 2017.
6 unchanged sentences
10-Q 9/18/2002
+Added: +10.12 Wynn Resorts, Limited Executive Retirement Plan
21.1 Subsidiaries of the Registrant.
4 unchanged sentences
Section 1350 (furnished herewith)
+Added: 97 Wynn Resorts, Limited Clawback Policy
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, 2023, 2022, and 2021;
−Removed: (iii) the Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021, and 2020;
−Removed: (iv) the Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2022, 2021, and 2020;
+Added: (iii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021;
+Added: (iv) the Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2023, 2022, and 2021;
(v) the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021;
20 unchanged sentences
Byrne Director February 23, 2024
+Added: /s/ Paul Liu Director February 23, 2024
/s/ Patricia Mulroy Director February 23, 2024
2 unchanged sentences
Myers Director February 23, 2024
−Removed: Director February 27, 2023
/s/ Darnell Strom Director February 23, 2024
3 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.