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

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

WYNN RESORTS, LIMITED

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Dear Shareholders, Wynn Resorts experienced a record year—both financially and operationally—driven by the strength of our business and the solid leadership we have in place. We doubled down on all that has made Wynn Resorts the gold standard in luxury hospitality, with exciting developments in food and beverage and innovative new products and services at both our existing and developing properties. We deployed our creative team at Wynn Design and Development in full force, with a particular focus on Wynn Al Marjan Island. With this evident stability in our operations and financial results, our Nominating and Corporate Governance Committee had the ability to pause and examine our Board composition to ensure we have a strong mix of directors who have the right skills and experience to provide effective oversight of our current and future strategy. We homed in on the idea of bringing in an individual who has deep gaming experience as we focus on growth and diversification around the world. To that end, we are very pleased that Anthony Sanfilippo, former CEO and Chairman of Pinnacle Entertainment, has agreed to stand for election to our Board at this year’s Annual Meeting. Anthony brings unrivaled experience in the hospitality and gaming industry. He is a seasoned executive with deep operational expertise—at Pinnacle Entertainment, he led significant growth of the company. Prior to joining Pinnacle, Anthony served as President and CEO of Multimedia Games Inc., then a publicly traded creator and supplier of technology systems and electronic gaming devices for the gaming industry and as a Division President at Caesar’s Entertainment. I had the great pleasure of working with Anthony for many years and am thrilled to welcome him to the Wynn Board—I am confident his impact will be significant. Anthony is seeking to step into the shoes of Margaret “Dee Dee” Myers, who informed the Board of her intention not to seek re-election at this year’s Annual Meeting. We are deeply grateful to Dee Dee for all of her many contributions over the past eight years. Dee Dee joined Wynn Resorts in 2018 and provided invaluable counsel and leadership as we navigated a difficult time in our company’s history. On behalf of the entire Wynn Resorts Board, I would like to thank Dee Dee for her service. With these changes, our board tenure averages approximately 6 years, below the S&P average and in-line with our commitment to ensuring a balance of longer-tenured directors with deep institutional knowledge and newer directors that bring fresh and diverse perspectives. Our Board is strong and we are highly confident that we have the right leadership team in place, led by our CEO Craig Billings, and the right strategy to drive long-term value during an incredibly exciting time for our company. Thank you for your investment in Wynn Resorts. We deeply appreciate your continued trust and confidence in the Board. Sincerely, Philip G. Satre Chair of the Board of Directors

Dear Fellow Shareholders, 2024 was another incredible year for Wynn Resorts. We continue to raise the bar — exceeding guest expectations with one-of-kind programming, service excellence, and innovation — all of which helped us to deliver record performance. We have evolved our business thoughtfully, further distinguishing ourselves from our competition. At Wynn Las Vegas, we continue to advance our programing at the property, in general, and in food and beverage, in particular, to better cater to fun-seeking, aspirational customers. To that end, later this year, the much-anticipated opening of the popular members-only club Zero Bond as well as the restaurants Sartiano’s and PISCES will further fuel our growth in that segment and serve as draws to the property overall. In Macau, our combination of unique rooms, products and services drove healthy market share in that incredibly competitive market. We made targeted investments, including further reinventing our food and beverage strategy and rolling out digital tables and data science and machine learning capabilities, all of which will strengthen our appeal and marketing capabilities in the future. Encore Boston Harbor continues to execute well, delivering healthy and stable growth and a strong customer experience. The opening of Seamark restaurant with its hidden speakeasy has been well received by guests and is becoming a social dining destination. We also continued to make exciting moves to further expand our global presence. In January, we announced that we will acquire Crown London (Aspinalls), a small, members-only casino in the heart of London’s upscale Mayfair district. This opportunistic step for Wynn Resorts in a global gateway city will support our Wynn Al Marjan Island resort under construction in the United Arab Emirates. We made solid progress on Wynn Al Marjan Island in 2024 and expect to top off construction at the end of this year. We have a strong and experienced management team on the ground. We remain confident in the attractiveness and significance of the value creation opportunity it represents. We believe it will be a ‘must see’ tourism destination in the UAE and will support strong long-term free cash flow growth for our Company. We know that continuous evolution is the key to success, and this past year we took our efforts to the next level. While we keenly understand the importance of staying true to our legacy of excellence, we will continue to push the envelope to drive market leadership. Finally, to our shareholders, I thank you for your continued support and input, and I encourage you to vote in support of the items we have described in this proxy statement. Thank you for your investment in Wynn Resorts. Sincerely, Craig S. Billings Chief Executive Officer

Notice of the 2025 Annual Meeting of Shareholders of Wynn Resorts, Limited

The 2025 Annual Meeting of Shareholders (“Annual Meeting”) of Wynn Resorts, Limited (the “Company”) will be held as follows:

The Board of Directors unanimously recommends that you vote as follows on each of the following proposals, which are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting (the “Proxy Statement”).

And to consider and transact such other business as may properly come before the Annual Meeting, or any adjournments or postponements thereof.

WHO CAN VOTE AND PARTICIPATE

Only the Company’s shareholders of record at the close of business on March 5, 2025, 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.

HOW TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING

To participate in the virtual Annual Meeting, visit http://www.virtualshareholdermeeting.com/WYNN2025, 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.

HOW TO VOTE

Further information and instructions regarding the Annual Meeting, the voting process, the quorum and the required votes for the approval of each of the proposals can be found in the “General Information” section starting on page 83.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, it is important to read the Proxy Statement in its entirety and then cast your vote as promptly as possible.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THIS MEETING

The Proxy Statement and our Annual Report for the fiscal year ended December 31, 2024, are available at http://www.wynnresorts.com on the ”COMPANY INFO” page under the “Annual Meeting” heading.

Beginning on or about March 19, 2025, 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.

By Order of the Board of Directors,

Jacqui Krum

Secretary

Las Vegas, Nevada

March 19, 2025