WYNN RESORTS LTD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Filed by a Party other than the Registrant

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WYNN RESORTS, LIMITED

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Dear Shareholders, We have concluded a year of record performance financially and operationally, with a talented and seasoned team of executives and leaders solidly in place. In this stable environment, your Board of Directors remains focused on both offense and defense. On offense, we continue to carefully consider opportunities to expand our brand into new opportunities both domestically and internationally. In New York City, we are very active with our development partner Related Companies. In the UAE, construction is well underway for Wynn Al Marjan Island and in Macau we are finalizing the capital plans we committed to in our concession renewal. To ensure the Board has relevant expertise to support the Company’s goals and needs, the Nominating and Corporate Governance Committee focused its efforts over the last year to identify a board candidate who had significant business experience in Asia, and China specifically. In August 2023, we welcomed Paul Liu to our Board. Paul, who is fluent in Chinese, brings significant professional experience in entertainment, hospitality, and financial services both in China and the Asia Pacific region. He has a proven track record of development success in the luxury and hospitality fields, as well as a unique understanding of business talent in the Asia Pacific market. The Wynn Board will also benefit from Paul’s active interest in Sino-American relations and his membership on the National Committee on U.S. - China Relations. With the addition of Paul our director tenure averages five years, well below the S&P average. Our Board diversity now stands at 67% including four female directors and two directors who contribute racial/ethnic diversity. That number hews closely to the diversity of our line-level employee base at 60% racial diversity. On defense, the Board also continues to be alert to how we might mitigate risks we cannot control, but which could have a significant adverse impact on our business if we were not adequately prepared. Having studied and learned from the recent experiences of others in our industry, we remain vigilant on cyber and information security. Cyber security is among the primary risks to which the Board is attentive. The Board regularly receives reports directly from our Chief Information Security Officer on the Company’s cybersecurity risk profile and enterprise cybersecurity programs, and from our Chief Privacy and Technology Counsel on data privacy programs. More importantly, two of our independent directors have significant experience in cyber issues – one as CEO of an early-stage venture capital firm investing in cybersecurity technology and another with NACD certification in cyber-risk oversight. Our CEO, Craig Billings, also has important and valuable experience in leading cyber security efforts both with the Company as CFO, previously in his development roles at technology companies, and currently as the chair of the audit committee of a software company. Our future, with the right team in place to execute on both the opportunities and challenges that lie ahead, continues to be exciting for me both as an investor in Wynn Resorts and as Board Chair. Thank you for your investment in Wynn Resorts, and your continued trust and confidence in the Board. Sincerely, Philip G. Satre Chair of the Board of Directors

Dear Fellow Shareholders, What a successful year 2023 was for Wynn Resorts. This time last year, I wrote that we were running at full speed and that momentum continued to build throughout 2023. The Wynn team created outstanding experiences and lasting memories for our guests. We were rewarded for those efforts with a year of record-breaking financial performance. At Wynn Las Vegas, following our multi-year plan of creating singular #OnlyatWynn events, we remain the place to see and be seen, and not just for Las Vegas but on the national stage as well. Our programming surrounding Las Vegas’ inaugural Formula 1 race was second to none, and designed to appeal to the most affluent and aspirational customers that visited the city — most of whom stayed in our hotel. For the Super Bowl, the Wynn team delivered again and made our resort the place to celebrate for everyone, from winning NFL players to international pop stars. In Macau, we have very successfully transformed our business from one regarded as junket-dependent to an operating model which is more diversified than ever. We launched a series of #OnlyatWynn events specifically curated for the market and received positive guest feedback to our first major concession-related capital project, an entertainment experience that is also market-targeted. At Wynn Macau, the recently completed extensive renovations are driving a resurgence at the property and will help us to maintain that property’s premium reputation. We are very well positioned in Macau and the growth we are seeing from that business is proof we have set the right course. The operating team at Encore Boston Harbor has our gaming-centric business model there dialed in while staying true to the brand. Encore Boston Harbor generates more EBITDA than several resorts on the Las Vegas strip and holds more Forbes Travel Guide Five Star Awards than most of them—quite an accomplishment. Wynn Al Marjan Island, our resort under construction in the United Arab Emirates, is well underway with much of the foundation for the hotel and podium now complete. The hotel tower will begin to take shape this summer. The Wynn Design and Development team has done some of their best work ever on this project. It is a key competitive advantage to have such a talented group in-house that profoundly understands our legacy and yet are able to grow our interpretation of our brand. Of course, we continue to consider development opportunities across the globe and to pursue those that we believe will be additive to our portfolio. I believe our proposal for one of the downstate licenses in New York will be very competitive and strong. Finally, I urge you to vote in support of the items we have described in this proxy statement and invite your input always. Thank you for your investment in Wynn Resorts. Sincerely Craig S. Billings Chief Executive Officer

Notice of Annual Meeting The 2024 Annual Meeting of Shareholders (“Annual Meeting”) of Wynn Resorts, Limited (the “Company”) will be held online on May 2, 2024, at 9:00 a.m. PT. PURPOSE OF THE MEETING THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING PURPOSES: 1. To elect three Class I directors to serve until the 2027 Annual Meeting of Shareholders; 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers as described in the Proxy Statement; 4. To approve an amendment to our 2014 Omnibus Incentive Plan to increase the authorized shares by 2,000,000 shares; and 5. To consider and transact such other business as may properly come before the Annual Meeting, or at any adjournments or postponements thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting (the “Proxy Statement”). Only the Company’s shareholders of record at the close of business on March 5, 2024, the record date fixed by the Board of Directors, are entitled to notice of, and to vote at, the Annual Meeting, and at any adjournments or postponements thereof. Only such shareholders, their proxy holders, and our invited guests may attend the Annual Meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 2, 2024 The Proxy Statement and our Annual Report for the fiscal year ended December 31, 2023, are available at http://www.wynnresorts.com on the Company Information page under the “Annual Meeting” heading. Beginning on or about March 20, 2024, we sent to our shareholders either a printed copy of our proxy materials or a Notice of Internet Availability containing instructions on how to access our proxy materials electronically. PARTICIPATING IN THE VIRTUAL ANNUAL MEETING To participate in the virtual Annual Meeting, visit http://www.virtualshareholdermeeting.com/WYNN2024, and log in using the 16-digit control number printed in the box marked by the arrow on your Notice of Internet Availability, proxy card or voter instruction form. YOUR VOTE IS IMPORTANT You are encouraged to read the Proxy Statement in its entirety and then cast your vote as promptly as possible by following the instructions on the Notice of Internet Availability, your proxy card or the voter instruction form you received from your bank or broker. Even if you have given your proxy, you may still vote electronically during the virtual Annual Meeting by visiting http://www.virtualshareholdermeeting.com/WYNN2024, logging in using the 16-digit control number printed in the box marked by the arrow on your Notice of Internet Availability, proxy card or voter instruction form, clicking on the vote button on the screen and following the instructions provided. If your shares are held through an intermediary, such as a bank, broker or other nominee, your shares will not be voted on most matters being considered at the Annual Meeting unless you provide voting instructions to such person. If you hold your shares in your name, you can vote by proxy before the Annual Meeting by signing and returning the proxy card or voting via the internet or by telephone as further explained in the Proxy Statement. If you submit a proxy but do not provide any voting instructions, the persons named as proxies will vote your shares in accordance with the Board of Directors’ recommendations. By Order of the Board of Directors, Ellen F. Whittemore Secretary Las Vegas, Nevada March 20, 2024