Elaine Wynn is still at it!

As previously disclosed, Ms. Wynn may (a) engage in discussions with the Board regarding a variety of matters relating to the Company, including, among other things, Board composition, and (b) take steps seeking to bring about changes to increase shareholder value, including, but not limited to, pursuing plans or proposals relating to changes to the Board and/or the Company’s charter.

On July 5, 2018, Ms. Wynn reiterated her April 17, 2018 request that the Board immediately begin the process to amend the Company’s articles of incorporation to provide for the annual election of ALL directors and to have the entire Board stand for re-election at the Company’s 2019 annual meeting of shareholders.

Ms. Wynn repeated the request for immediate declassification shortly after learning of the decision by the Board not to elect an extremely well-qualified candidate (the “ Candidate ”) to the Board and appoint the Candidate as a vice chairman of the Board. A former Fortune 500 CEO, the Candidate has served on the boards of at least six public companies, including as Chairman of the Board of three public companies, and has extensive credibility with gaming industry regulators. The reason provided for the Board’s decision was that neither the Nominating and Corporate Governance Committee nor the full Board wanted to bring in an outsider as a vice chairman, despite the Candidate’s qualifications.

In an effort to resolve differences between the Company and herself, Ms. Wynn had offered to sign a multi-year standstill in exchange for the Candidate’s appointment as Chairman. During discussions, a Company representative raised the possibility of vice chair without a standstill. The Candidate is not a close associate of Ms. Wynn. There is no agreement or understanding between the Candidate and Ms. Wynn as to any agenda. Further, the Candidate was told that he had been suggested as a director candidate by both a current director and a former director even before Ms. Wynn had suggested the Candidate’s name.

The Candidate had made a Board leadership position (chair or vice chair) an express condition to his willingness to join the Board, because he felt that a leadership role would be necessary for him to be in a position to help address the Company’s regulatory issues. While the Board offered the Candidate a Board seat, the Board did so knowing that it would not meet the Candidate’s condition, and he declined.

Ms. Wynn made the July 5, 2018 request for immediate declassification in the interest of further improving the Company’s governance practices. After observing various actions of the current Board (including the Board’s response to Ms. Wynn’s good faith efforts to settle differences between Ms. Wynn and the Company) and taking into account the criticisms of the special committee investigation reported on in The Wall Street Journal on June 17, 2018, it is Ms. Wynn’s position that the Board needs to have a greater sense of accountability to shareholders, which would be greatly enhanced by an annual election of all directors. According to SharkRepellent.net, as of June 30, 2018, approximately 89% of S&P 500 companies have boards that are elected annually (as opposed to classified boards, like the Company’s).

Separately, on July 6, 2018, in response to the Form 8-K filed by the Company on July 5, 2018, Ms. Wynn communicated to the Board her concerns that the Board would do something inappropriate with respect to the terms of the departure of Kim Sinatra, the Company’s Executive Vice President, General Counsel and Secretary. In her communications, Ms. Wynn urged the Board to obtain advice from an independent compensation consultant and truly independent legal counsel ( i.e. , not Ms. Sinatra’s former firm or any firm that Ms. Sinatra has in the past retained for the Company). Among the factors that Ms. Wynn urged the Board to consider with the benefit of independent advice is whether the Company should take the position that this is a “for cause” termination, particularly given the broad definition of “Cause” in Ms. Sinatra’s February 28, 2017 Amended and Restated Employment Agreement. Ms. Wynn also urged the Board to consider a clawback provision requiring Ms. Sinatra to repay the Company any departure-related payments if she either (a) does not cooperate with the Company in connection with actions or investigations relating to events that transpired while she was General Counsel or (b) the Board later determines that there would have been grounds for a “for cause” termination.

Ms. Wynn may continue to engage in discussions with the Company’s shareholders, management and the Board regarding a variety of matters relating to the Company, including, among other things, the Company’s strategy, business, management, capital structure and allocation, corporate governance and Board composition. In addition, Ms. Wynn may take steps seeking to bring about changes to increase shareholder value, including, but not limited to, pursuing any of the plans or proposals referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 4 of this Amendment No. 16 is incorporated by reference herein.

Ms. Wynn has no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.