By Sue Zeidler and Ronald Grover
Feb 15 Las Vegas (Reuters) - A federal judge allowed Wynn
Resorts to hold a special shareholder meeting on Feb 22 to
remove dissident shareholder Kuzuo Okada from its board, the
latest twist in a year-long battle between Wynn chief executive
Steve Wynn and his one-time partner and largest investor.
Federal Judge James Mahan rejected a bid by Okada to block
the meeting, ruling against the Japanese investor's contention
that Wynn had given its shareholders a "grotesquely slanted
proxy riddled with material misrepresentations."
"I just don't think this proxy is false and misleading,"
Mahan ruled from the bench after an hour-long hearing.
He said Okada should have issued a counter solicitation to
"We are disappointed and are assessing our options," said
Okada's lawyer Marc Sonnenfeld. "This is just one battle in a
Okada's Universal Entertainment was Wynn's largest
shareholder until Feb. 18, 2012, when the board redeemed and
canceled its 19.75 percent stake. In regulatory filings, Wynn
said it relied on an independent report by former FBI director
Louis Freeh that concluded Okada engaged in improper conduct
with cash payments and gifts to Filipino gaming authorities
Okada has denied the allegations.
Last week independent shareholder proxy advisory firms ISS
and Glass Lewis recommended that Wynn shareholders vote on
whether to remove Okada from the board.
"A vote for the removal of Okada is warranted in light of
the material risk that Okada's directorship poses to the
company's ability to receive gaming licenses for operations that
are currently in the company's pipeline," ISS said in its
Glass, Lewis based its recommendation on "the deterioration
of the relationship between (Okada) and the board," as well as
what it said was "the risk that Mr. Okada may pose to the
company's business plans."
In December, Okada and his Universal Entertainment Corp
filed a libel action against Thomson Reuters and others over
news articles relating to payments Universal made to an
ex-consultant to the Philippine gaming authority. In a court
filing last year, Okada said the Freeh report did not show
anything that "could pose a legitimate and imminent danger to
Wynn Resorts' gaming licenses."
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