Wynn Resorts, Limited - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Wynn Resorts, Limited on March 9, 2009, reporting events that occurred on March 5, 2009. The filing concerns a material definitive agreement regarding the employment terms of the Company's Chief Financial Officer and Treasurer, Matt Maddox.
Key Financial Metrics
The filing does not provide consolidated financial statements, revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial data disclosed relates to executive compensation:
- Base Salary: Reduced to $722,500 per annum effective February 16, 2009 (previously $850,000 per annum effective December 1, 2008).
- Contract Term: Extended to November 30, 2013.
Material Changes
The primary material change is the execution of a Fourth Amendment to Mr. Maddox's Employment Agreement. Key changes include:
- Extension of the employment term through November 30, 2013.
- Implementation of a salary reduction from $850,000 to $722,500 annually.
- Establishment of specific separation payment triggers and calculations for termination without "cause," "good reason" following a change of control, or material breach by the Company.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, outlook, or general risk factors. The specific contingency outlined is the potential obligation to pay a lump-sum separation payment and continued health benefits to Mr. Maddox under specific termination scenarios. The separation payment is calculated as the greater of one year of base salary or the remaining term's base salary, plus a projected bonus component.
Investor Verification Checklist
- Verify the effective date of the salary reduction (February 16, 2009) against payroll records.
- Review the attached Exhibit 10.1 for the full legal definition of "cause," "good reason," and "change of control."
- Assess the potential liability impact of the separation payment clause on future cash flows if a triggering event occurs.
- Confirm the total remaining term of the CFO's contract (through November 30, 2013).