===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
_____________________
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2004
Wynn Resorts, Limited
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-50028 46-0484987
(State or Other Jurisdiction of (Commission File Number) (I.E. Employer
Incorporation) Identification No.)
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of Principal Executive Offices) (Zip Code)
(702) 770-7555
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_| Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencements communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
===============================================================================
Item 1.01. Entry into a Material Definitive Agreement.
On December 15, 2004 and December 28, 2004, in addition to bonuses granted
under the Annual Performance Based Incentive Plan for Executive Officers (the
"Incentive Plan"), the Compensation Committee of the Board of Directors of the
Registrant (the "Compensation Committee") awarded the following discretionary
bonuses to the executive officers listed below:
Stephen A. Wynn Chairman and Chief Executive Officer $ 548,077
John Strzemp Chief Financial Officer $ 25,000
Marc H. Rubinstein Senior Vice President and General Counsel $ 50,000
The bonus to Mr. Strzemp was in addition to a $150,000 minimum bonus awarded
pursuant to Mr. Strzemp's employment contract. The discretionary bonus to Mr.
Wynn was in addition to his bonus awarded under the Incentive Plan, and will
not be deductible by the Registrant for federal income tax purposes.
The discretionary bonuses awarded by the Compensation Committee to Mr. Wynn
was in recognition of his efforts that contributed to the significant
appreciation of the Registrant's common stock during 2004. The discretionary
bonuses awarded by the Compensation Committee to Messrs. Strzemp and
Rubinstein were in recognition of each of their efforts and services
throughout 2004. Exhibit 10.1 hereto sets forth a written description of these
discretionary bonuses and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
------- -----------
10.1 Description of discretionary bonuses for
certain executive officers
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 3, 2005
Wynn Resorts, Limited
By: /s/ John Strzemp
-----------------------
John Strzemp
Chief Financial Officer