wynn8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
March
5, 2009
Wynn
Resorts, Limited
(Exact
Name of Registrant as specified in Charter)
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Nevada
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000-50028
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46-0484987
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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3131 Las Vegas Boulevard
South
Las Vegas, Nevada 89109
(Address of principal executive offices)
(Zip Code)
(702) 770-7555
(Registrant’s telephone number, including area
code)
Not applicable.
(Former name or former address, if
changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
On March 5, 2009, Wynn Resorts, Limited
(the “Company”) entered into a fourth amendment to the Employment Agreement,
dated as of October 1, 2005, by and between Wynn Las Vegas, LLC and Matt Maddox,
the Company’s Chief Financial Officer and Treasurer, which employment agreement
was subsequently assigned to the Company. The amendment, among other
things, extends the term of Mr. Maddox’s employment agreement to November 30,
2013, provides for a base salary payable to Mr. Maddox of $850,000 per annum
effective December 1, 2008, which base salary was reduced to $722,500 per annum
effective February 16, 2009. The amendment also provides for a
separation payment and continued health benefits coverage to be provided to Mr.
Maddox upon notice (i) of his termination by the Company without “cause”, (ii)
by Mr. Maddox following the occurrence of both a “change of control” and “good
reason”, and (iii) by Mr. Maddox of a material breach of the employment
agreement by the Company if such breach remains uncured for a period of thirty
days thereafter. The separation payment is to be paid six months
after termination as a lump sum equal to (a) Mr. Maddox’s base salary for the
remainder of the term, but not less than one year of base salary, plus (b) the
bonus that was paid to Mr. Maddox for the preceding bonus period, projected over
the remainder of the term (but not less than the preceding bonus that was
paid). Mr. Maddox would also be entitled to receive health benefits
coverage with the same payment obligation as if he were still employed by the
Company until the earlier of (i) the expiration of the period for which the
separation payment is made and (ii) the date he becomes covered under any other
group health plan. A copy of the amendment is attached hereto as
Exhibit 10.1 and is hereby incorporated by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information contained in Item 1.01
of this report is incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
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10.1
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Fourth
Amendment to Employment Agreement, dated as of
March
5, 2009, by and between Wynn Resorts, Limited and Matt
Maddox.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
March 9, 2009
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WYNN
RESORTS, LIMITED
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By:
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/s/
Kim Sinatra
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Kim
Sinatra
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Senior
Vice President, General
Counsel
and Secretary
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