12 unchanged sentences
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young, LLP, an independent registered public accounting firm.
−Removed: Their report appears under "Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting."
+Added: Their attestation report appears under "Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting."
Changes in Internal Control Over Financial Reporting
6 unchanged sentences
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 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.
+Added: The information required by this item will be contained in the Registrant's definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after December 31, 2024 (the "2025 Proxy Statement") under the captions "Election of Directors," "Executive Officers," "Governance" and "Delinquent Section 16(a) Reports," 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.
This Code is periodically reviewed by the Board of Directors.
−Removed: 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.
+Added: In the event we determine to amend certain provisions of this Code, or the Board of Directors grants any waivers of its requirements for any of our directors or executive officers, we intend to disclose such amendments or waivers on our website at https://wynnresortslimited.gcs-web.com/corporate-governance/code-business-conduct-and-ethics to the extent required by the Nasdaq listing standards.
Executive Compensation
The information called for by this item will be contained in the 2025 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.
−Removed: 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.
+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 Exchange Act.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
7 unchanged sentences
Future Issuance
+Added: Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders 6,700 $ 68.25 3,000,262
1 unchanged sentence
Total 6,700 $ 68.25 3,000,262
−Removed: Certain information required by this item will be contained in the 2024 Proxy Statement under the caption "Certain Beneficial Ownership and Management," and is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information called for by this item will be contained in the 2024 Proxy Statement under the caption "Certain Relationships and Transactions," and "Governance," and is incorporated herein by reference.
+Added: The information called for by this item will be contained in the 2025 Proxy Statement under the captions "Certain Relationships and Transactions" and "Governance" and is incorporated herein by reference.
Principal Accountant Fees and Services
The information called for by this item will be contained in the 2025 Proxy Statement under the caption "Ratification of Appointment of Registered Public Accounting Firm" and is incorporated herein by reference.
−Removed: Exhibits, Financial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
The following consolidated financial statements of the Company are filed as part of this report under Item 8—"Financial Statements and Supplementary Data."
43 unchanged sentences
10-Q 11/9/2020
+Added: 4.1.4 Supplemental Indenture, dated February 23, 2024, 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.
+Added: Bank National Association, as trustee.
+Added: 8-K 2/23/2024
+Added: 4.1.5 Indenture, dated September 20, 2024, 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.
+Added: Bank National Association, as trustee.
+Added: 8-K 9/20/2024
4.2 Description of Registrant's Securities.
+Added: 10-K 2/23/2024
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
−Removed: 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: 4.13 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, Limited.
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.
+Added: 4.15 Indenture, dated September 20, 2024, 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.
+Added: Bank National Association, as trustee .
+Added: 8-K 9/20/2024
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.
24 unchanged sentences
8-K 12/1/2022
+Added: 10.1.9 Amendment No.
+Added: 4 to Credit Agreement, dated as of September 16, 2024, 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 9/16/2024
+Added: 10.1.10 Exhibit A to Amendment No.
+Added: 4 - 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, Amendment No.
+Added: 4 dated as of September 16, 2024), 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 9/16/2024
10.2.1 Common Terms Agreement Sixth Amendment Agreement, dated December 21, 2018, between, among others, Wynn Resorts (Macau) S.A.
19 unchanged sentences
10-Q 11/4/2004
+Added: 10.2.8 Second Amendment Agreement to the Existing Facility Agreement, dated as of September 20, 2024, 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: 8-K 9/23/2024
10.3.0 Term Loan Agreement, dated as of July 25, 2018, 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 lead arranger, Fifth Third Bank, as joint lead arranger, Sumitomo Mitsui Banking Corporation, as joint lead arranger, Credit Agricole Corporate and Investment Bank, as managing agent, and the lenders party thereto.
7 unchanged sentences
8-K 6/30/2023
+Added: 10.3.4 Third Amendment to Term Loan Agreement and First Amendment to Recourse Indemnity Agreement, dated as of October 2, 2024, 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 guarantors and lenders party thereto.
+Added: 8-K 10/3/2024
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.
45 unchanged sentences
10-Q 11/4/2004
+Added: 10.6.7 Intellectual Property License Agreement, dated as of January 1, 2025, by and between Wynn NKH, LLC, and Wynn Macau, Limited.
+Added: 10.6.8 Intellectual Property License Agreement, dated as of January 1, 2025, by and between Wynn NKH, LLC, and Wynn Resorts (Macau), S.A.
+Added: 10.6.9 Intellectual Property License Agreement, dated as of January 1, 2025, by and between Wynn Resorts, Holdings, LLC, Wynn Resorts, Limited and Wynn NKH, LLC.
+Added: 10.7.1 Second Amended and Restated Shareholders' Agreement, dated June 21, 2024, by and among Wynn Resorts, Limited, RAK Hospitality Holding LLC, Al Marjan Island LLC, Wynn Resorts FZ-LLC, RAK HH IR FZ-LLC, AMI Island 3 IR FZ-LLC and Island 3 AMI FZ-LLC.
+10.7.2.0 Employment Agreement, dated as of January 27, 2017 by and between Wynn Resorts, Limited and Craig Billings.
24 unchanged sentences
+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.
+Added: +10.7.5.1 Employment Agreement, dated as of September 15 , 2024 by and between Wynn Resorts, Limited and Jacqui Krum.
+Added: +10.7.5.2 First Amendment to Employment Agreement, dated as of November 25 , 2024 by and between Wynn Resorts, Limited and Jacqui Krum.
+10.8 Amended and Restated 2014 Omnibus Incentive Plan, dated January 1, 2017.
10-Q 2/24/2017
+Added: +10.9 Second Amended and Restated 2014 Omnibus Incentive Plan
+Added: S-8 8/12/2024
10.10 Cooperation Agreement, dated as of August 3, 2018, by and between Wynn Resorts, Limited and Elaine P.
5 unchanged sentences
+10.13 Wynn Resorts, Limited Executive Retirement Plan
+Added: 10-K 2/23/2024
+Added: 10.14 Guarantee, dated as of February 5, 2025, between the Government of Ras Al Khaimah acting through the Investment and Development Office of Ras Al Khaimah and Wynn Resorts, Limited in favor of First Abu Dhabi Bank PJSC for itself and as security agent for the other Secured Parties.
+Added: 19.1 Wynn Resorts, Limited Insider Trading Policy.
21.1 Subsidiaries of the Registrant.
5 unchanged sentences
97 Wynn Resorts, Limited Clawback Policy
+Added: 10-K 2/23/2024
101 The following material from Wynn Resorts, Limited's Annual Report on Form 10-K, formatted in Inline XBRL (Inline Extensible Business Reporting Language):
35 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.