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Wynn's personal goals have interfered with her effectiveness as a director.As an example, in the context of the Compensation Committee's efforts to restructure compensation by providing for performance-contingent equity awards, Ms.Our stockholders understand that the strict regulatory requirements applicable to the gaming industry mean that our director candidates must complete extensive questionnaires and undergo background and suitability investigations by both the and the Commonwealth of Massachusetts.While the process is lengthy and intrusive, we are certain that we will add directors who are familiar with the business environment in which the Company competes, are independent and will contribute meaningfully to the work done by your Board.You can vote the WHITE proxy card by telephone, by Internet or by signing, dating, marking and returning the enclosed WHITE proxy card. The Nominating and Corporate Governance Committee, which we refer to as the Corporate Governance Committee, seeks to have the Board represent a diversity of backgrounds and experience and assesses potential nominees in light of the Board's current size and composition.After careful consideration, for the reasons described in the Company's proxy statement and discussed below, the Corporate Governance Committee recommended, and the Board voted, not to nominate for election as a director when her term expires at the 2015 Annual Meeting.Wynn serious concerns the independent directors had expressed with recommending her for election as a director at our 2012 Annual Meeting in light of her lawsuit. Wynn at that time that her dispute with the Company's chief executive officer would not interfere with her service as a director, the Corporate Governance Committee determined to recommend that she be re-nominated and re-elected as a director. Wynn notes in her proxy materials that her litigation against will exist regardless of whether or not Ms.

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The Corporate Governance Committee at that time discussed with Ms., as doing so will revoke your vote on the WHITE proxy card.If you previously have submitted a gold proxy card, you can revoke that vote by using the enclosed WHITE proxy card to vote your shares. OUR BOARD IS TAKING STEPS TO ENHANCE INDEPENDENCE, BROADEN THE SKILLS AND EXPERIENCE OF THE BOARD AND INCREASE THE BOARD'S EFFECTIVENESS Your Board and management team are committed to sound and effective corporate governance.Under NASDAQ rules, to be independent, a director must not have certain relationships set out in the rules (often referred to as "bright-line" independence tests) also must not have "a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director." At the Board meeting on a review of the definition of "independent director," Ms. However, we believe that the foregoing statements demonstrate Ms.Wynn voted with the Board's unanimous determination that the Company has six directors who qualify as independent: Governor Miller, Dr. Wynn's perspective on her on-going operational involvement with the Company.

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