<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MIRAGE RESORTS, INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
MIRAGE RESORTS, INCORPORATED
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
MIRAGE RESORTS, INCORPORATED
--------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 1994
----------------
The Annual Meeting of Stockholders (the "Meeting") of Mirage Resorts,
Incorporated (the "Company") will be held at Treasure Island at The Mirage, 3300
Las Vegas Boulevard South, Las Vegas, Nevada on Thursday, May 26, 1994, at 1:00
P.M., for the following purposes:
1. To elect three directors for the term set forth in the accompanying
Proxy Statement;
2. To approve the 1994 Cash Bonus Plan; and
3. To transact such other business as may properly come before the Meeting
and any adjournments thereof.
Pursuant to the By-laws of the Company, the Board of Directors has fixed the
time and date for the determination of stockholders entitled to notice of and to
vote at the Meeting as of the close of business on April 1, 1994. Accordingly,
only stockholders of record on such date and at such time will be entitled to
vote at the Meeting, notwithstanding any transfer of stock on the books of the
Company thereafter.
Whether or not you expect to attend the Meeting in person, please date and
sign the accompanying Proxy card and return it promptly to American Stock
Transfer & Trust Company in the envelope enclosed for that purpose.
BRUCE A. LEVIN
SECRETARY
Las Vegas, Nevada
April 26, 1994
<PAGE>
MIRAGE RESORTS, INCORPORATED
3400 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
APRIL 26, 1994
------------------
PROXY STATEMENT
The accompanying Proxy is solicited by and on behalf of the Board of
Directors of Mirage Resorts, Incorporated (the "Company") for use only at the
Annual Meeting of Stockholders (the "Meeting") to be held on May 26, 1994, and
at any and all adjournments thereof. Unless the accompanying Proxy has been
previously revoked, the shares represented by the Proxy will, unless otherwise
directed, be voted at the Meeting for the nominees for election as directors
named below and, with discretion, on all such other matters as may properly come
before the Meeting. A stockholder may revoke the Proxy at will at any time prior
to the voting of shares by voting in person at the Meeting or by filing with the
Secretary of the Company a duly executed Proxy bearing a later date or an
instrument revoking the Proxy. The total cost of solicitation of Proxies will be
paid by the Company.
In addition to soliciting Proxies by mail, the Company's officers, directors
and other regular employees, without additional compensation, may solicit
Proxies personally or by other appropriate means. It is anticipated that banks,
brokerage firms, fiduciaries and other custodians and nominees will forward
Proxy soliciting material to their principals and that the Company will
reimburse such persons' out-of-pocket expenses.
It is anticipated that this Proxy Statement and accompanying Proxy will
first be mailed to stockholders on or about April 27, 1994.
All information contained in this Proxy Statement has been adjusted to
reflect the five-for-two split of the Company's common stock effective October
15 1993.
VOTING RIGHTS
Holders of the Company's common stock, $.008 par value (the "Common Stock"),
of record as of the close of business on April 1, 1994, will be entitled to one
vote for each share held on all matters presented to the Meeting. On April 1,
1994, there were outstanding 90,816,720 shares of Common Stock, which
constituted all of the outstanding voting securities of the Company. A majority
of the outstanding shares of Common Stock represented in person or by proxy will
constitute a quorum for the transaction of business at the Meeting. Abstentions
will be included in the computation of the number of shares that are present for
purposes of determining the presence of a quorum at the Meeting, while broker
non-votes will not be so included. There will be no cumulative voting for
members of the Board of Directors. The three nominees who receive the greatest
number of votes cast will be elected to the Board of Directors. Approval of the
1994 Cash Bonus Plan requires the affirmative vote of the holders of a majority
of the shares of Common Stock actually voted for or against the proposal
(without giving effect to abstentions and broker non-votes). Likewise, any other
proposal that may be presented at the Meeting (none of which are anticipated by
the Board of Directors) typically would require for approval the affirmative
vote of the holders of a majority of the shares of Common Stock actually voted
for or against the proposal (without giving effect to abstentions and broker
non-votes). Under the rules of the New York Stock Exchange (the "NYSE"), certain
matters
<PAGE>
submitted to a vote of stockholders are considered by the NYSE to be "routine"
items upon which brokerage firms may vote in their discretion on behalf of their
customers if such customers have not furnished voting instructions within a
specified period prior to the Meeting. With respect to those matters which the
NYSE determines to be "non-routine," brokerage firms which have not received
instructions from their customers would not have discretion to vote.
STOCK OWNERSHIP OF MAJOR STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information as of April 1, 1994 with
respect to the "beneficial" ownership, as such term is defined in the Rules of
the Securities and Exchange Commission (the "Commission"), of the Common Stock
by (i) each person who, to the knowledge of the Company, beneficially owned more
than 5% of the outstanding Common Stock, (ii) each director of the Company,
(iii) the Company's Chief Executive Officer, the four other most highly
compensated executive officers of the Company during 1993 who were serving as
executive officers of the Company at the end of 1993 and Kenneth R. Wynn, a
former executive officer of the Company who was not serving in such capacity at
the end of 1993 (collectively, the "Named Officers") and (iv) all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
APPROXIMATE
PERCENTAGE OF
NUMBER OF OUTSTANDING
NAME SHARES COMMON STOCK
- ---------------------------------------- -------------- -------------
<S> <C> <C>
Stephen A. Wynn
P.O. Box 7777
Las Vegas, NV 89177 14,372,175(1) 14.9%
FMR Corp.
82 Devonshire Street
Boston, MA 02109 6,103,550(2) 6.7%
The Equitable Companies Incorporated
787 Seventh Avenue
New York, NY 10019 5,112,100(3) 5.6%
Melvin B. Wolzinger 1,700,925(4) 1.9%
Kenneth R. Wynn 928,163(5) 1.0%
Daniel B. Wayson 239,375(6) *
Elaine P. Wynn 102,500(7) *
George J. Mason 33,750(8) *
Richard D. Bronson 150(9) *
Ronald M. Popeil -- --
Barry A. Shier 375,025(10) *
Bruce A. Levin 100,000(11) *
Daniel R. Lee 172,000(12) *
Frank P. Visconti 24,000(13) *
All directors and executive officers
as a group (15 persons) 17,178,050(14) 17.6%
<FN>
- ------------------
* Less than 1%.
(1) Includes 5,875,000 shares subject to options which are currently
exercisable or become exercisable within 60 days of April 1, 1994. Does
not include (i) 438,575 shares held by a grantor-retained annuity trust
established by Mr. Wynn for the benefit of his adult daughters, as to
which shares Mr. Wynn does not have voting or dispositive power, or (ii)
102,500 shares owned by Elaine P. Wynn, Mr. Wynn's wife, as separate
property, as to which shares Mr. Wynn disclaims beneficial ownership.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(2) Represents shares beneficially owned as of December 31, 1993, based on a
Schedule 13G, dated February 11, 1994, filed with the Commission. The
Schedule 13G states that FMR Corp. has sole dispositive power as to all of
such shares and sole voting power as to 503,450 of such shares.
(3) Represents shares beneficially owned as of December 31, 1993, based on a
Schedule 13G, dated February 9, 1994, filed with the Commission. The
Schedule 13G states that The Equitable Companies Incorporated and certain
related entities have sole voting power as to 2,826,250 of such shares,
shared voting power as to 129,050 of such shares, sole dispositive power
as to 5,111,100 of such shares and shared dispositive power as to 1,000 of
such shares.
(4) Represents 1,525,093 shares held by a family trust of which Mr. Wolzinger
and his wife serve as trustees and 175,832 shares held by a limited
partnership of which such trust is the general partner and a limited
partner. Mr. Wolzinger disclaims beneficial ownership of 91,433 shares
held by the limited partnership as to which he has no pecuniary interest.
Does not include shares owned by the Estate of Hazel Wilson, who was
married to the late Earl E. Wilson, a former business partner of Mr.
Wolzinger. Mr. Wolzinger's wife is the executrix of Mrs. Wilson's estate.
(5) Includes 562,500 shares held by a family trust of which Mr. Wynn serves as
trustee, 1,250 shares held by Mr. Wynn as custodian for his minor children
and 182,222 shares owned by Mr. Wynn's former wife as to which Mr. Wynn
has sole voting power but does not have investment power or any pecuniary
interest. Mr. Wynn disclaims beneficial ownership of the shares held by
him as custodian and the shares owned by his former wife. Also includes
182,191 shares subject to certain vesting requirements described under
"Certain Transactions."
(6) Includes 125,000 shares subject to options which are currently exercisable
or become exercisable within 60 days of April 1, 1994.
(7) Does not include shares owned by Stephen A. Wynn, Mrs. Wynn's husband, as
separate property.
(8) Represents shares held by a family trust of which Mr. Mason and his wife
serve as trustees.
(9) Represents 125 shares held by Mr. Bronson's son and 25 shares held by Mr.
Bronson's wife as custodian for his other son.
(10) Includes 375,000 shares subject to options which are currently exercisable
or become exercisable within 60 days of April 1, 1994.
(11) Includes 30,000 shares subject to options which are currently exercisable
or become exercisable within 60 days of April 1, 1994.
(12) Includes 170,000 shares subject to options which are currently exercisable
or become exercisable within 60 days of April 1, 1994.
(13) Represents shares subject to options which are currently exercisable or
become exercisable within 60 days of April 1, 1994.
(14) Includes 6,656,500 shares subject to options which are currently
exercisable or become exercisable within 60 days of April 1, 1994.
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
The Company's Articles of Incorporation and By-laws provide for from three
to 11 directors, the precise number to be determined from time to time by the
Board of Directors. Currently, the size of the Board is fixed at seven members.
All of the existing directors have been previously elected by the stockholders.
The three directors to be elected at the Meeting are to be elected to hold
office for three years each and until the election of their respective
successors. All Proxies received by the Board of Directors will be voted for the
election, as directors, of the nominees listed below if no direction to the
contrary is given. In the event that any nominee is unable or declines to serve,
an event that is not anticipated, the Proxies will be voted for the election of
any nominee who may be designated by the Board of Directors.
3
<PAGE>
The information set forth below is submitted with respect to the nominees to
the Board for whom it is intended that Proxies will be voted, for directors
whose terms of office will continue after the Meeting and for executive officers
who are not directors.
INFORMATION CONCERNING NOMINEES FOR ELECTION AS DIRECTORS(1)
<TABLE>
<CAPTION>
YEAR FIRST
NAME ELECTED
- ----------------------------------------------------------------------------------- ----------------
<S> <C>
Melvin B. Wolzinger, 73 1973
Director and Member of Audit, Stock Option and Bonus Committees
Mr. Wolzinger is, and has been for more than five years, a general partner in
W.W. Investment Co., a real estate holding company in Las Vegas, Nevada, and is a
principal owner of various restaurants and casino gaming establishments in Las
Vegas.
Daniel B. Wayson, 41 1988; Appointed
Director March 19, 1987
Mr. Wayson held various administrative and executive positions with the Company's
then New Jersey gaming subsidiary from March 1980 through February 1987, and
served as President and Chief Executive Officer of that subsidiary from December
1984 until its sale on March 1, 1987. He is, and has been for more than five
years, a principal of Wayson Properties, Inc., a real estate development and
holding company, and other real estate and business ventures.
George J. Mason, 63 1973
Director and Member of Audit, Stock Option and Bonus Committees
Mr. Mason is Senior Managing Director of, and Registered Representative for,
Bear, Stearns & Co. Inc., Los Angeles, California, an investment banking firm
which has provided certain services to the Company, and has been employed by such
firm for more than five years.
</TABLE>
INFORMATION CONCERNING DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER THE
ANNUAL MEETING(1)
<TABLE>
<CAPTION>
EXPIRATION
YEAR FIRST OF TERM AS
NAME ELECTED DIRECTOR
- ------------------------------------------------------------------------------ ---------------- ------------
<S> <C> <C>
Stephen A. Wynn, 52(2) 1973 1995
Chairman of the Board of Directors, President and Chief Executive Officer
Mr. Wynn has held his present positions with the Company for more than five
years.
Ronald M. Popeil, 58 1980; Appointed 1995
Director and Member of Audit, Stock Option and Bonus Committees September 19,
Mr. Popeil has been the President of RONCO, Inc. (formerly known as 1979
Innovations 2000, Inc.), the principal business of which is the production
and marketing of consumer products, since he co-founded that company in May
1984.
Elaine P. Wynn, 51(2) 1977 1996
Director
Mrs. Wynn is active in civic and philanthropic affairs in the Las Vegas
community and has been so involved for more than five years. She is
Secretary, Treasurer and a Trustee of Golden Nugget Scholarship Fund, Inc.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
EXPIRATION
YEAR FIRST OF TERM AS
NAME ELECTED DIRECTOR
- ------------------------------------------------------------------------------ ---------------- ------------
<S> <C> <C>
Richard D. Bronson, 49 1993; 1996
Director Appointed August
Mr. Bronson has been President of New City Development, Inc., a wholly owned 3, 1992
subsidiary of the Company which is responsible for corporate development
activities of the Company outside of Nevada, since February 1992. He has
also been President of Bronson Companies, a real estate development and
consulting firm in Hartford, Connecticut, since October 1991, and from 1987
to July 1991 he was Co-Chairman of the Board of Bronson & Hutensky, a real
estate development firm in Hartford, and Monitor Management Corporation
("Monitor"), a real estate management firm in Hartford. On January 22, 1992,
a creditor of Mr. Bronson and Monitor filed an involuntary petition under
Chapter 7 of the Bankruptcy Code against Mr. Bronson. After attempts to
negotiate an out-of-court settlement with Mr. Bronson's creditors failed,
the court entered an order for relief against Mr. Bronson and customary
discharge provisions on July 16, 1993.
</TABLE>
INFORMATION CONCERNING EXECUTIVE OFFICERS OTHER THAN DIRECTORS LISTED ABOVE(3)
<TABLE>
<CAPTION>
YEAR HIRED
NAME BY COMPANY
- ------------------------------------------------------------------------------------------------------ ----------
<S> <C>
Barry A. Shier, 39, Executive Vice President -- Marketing and Hotel Operations 1984
Mr. Shier joined the Company as Executive Vice President -- Hotel Operations in September 1984 and
was appointed to his present position in August 1987. Since March 1991, Mr. Shier has also been the
President and Chief Executive Officer of GNLV, CORP., a wholly owned gaming subsidiary of the
Company.
Bruce A. Levin, 54, Vice President, General Counsel and Secretary 1979
Mr. Levin has been Vice President and General Counsel of the Company since joining the Company in
August 1979 and was appointed Secretary in August 1993.
Daniel R. Lee, 37, Senior Vice President -- Finance and Development, Chief Financial Officer and 1992
Treasurer
Mr. Lee joined the Company as Senior Vice President -- Finance and Development in March 1992 and was
appointed Chief Financial Officer and Treasurer in September 1992. From March 1990 to March 1992, he
was a securities analyst and Director -- Equity Research of The First Boston Corporation, an
investment banking firm which has provided certain services to the Company. From July 1980 to
February 1990, Mr. Lee was employed by Drexel Burnham Lambert Incorporated ("DBL"), an investment
banking firm, as a securities analyst, and was a Managing Director of DBL from November 1989 to
February 1990. In May 1990, DBL filed a petition for reorganization under Chapter 11 of the
Bankruptcy Code.
Frank P. Visconti, 40, Senior Vice President -- Retail Operations 1992
Mr. Visconti was appointed to his present position in September 1992. From June 1989 to September
1992, he was Vice President and General Manager of Neiman Marcus in San Francisco, California, a
retail specialty store. From December 1985 to June 1989, Mr. Visconti was Vice President and General
Manager of Neiman Marcus in Las Vegas.
James E. Ritchie, 57, Executive Vice President -- Corporate Development 1990
Mr. Ritchie joined the Company in his present position in March 1990. From August 1987 to February
1990, he was a partner in the law firm of O'Connor & Hannan, Washington, D.C.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
YEAR HIRED
NAME BY COMPANY
- ------------------------------------------------------------------------------------------------------ ----------
<S> <C>
Henry M. Applegate III, 47, Senior Vice President and Controller 1992
Mr. Applegate was appointed to his present position in September 1992. From January 1990 to July
1992, he was Senior Vice President and Chief Operating Officer of Bally's Reno hotel-casino in Reno,
Nevada. From March 1987 to January 1990, Mr. Applegate was Senior Vice President and Chief Operating
Officer of Bally's Grand hotel-casino in Atlantic City, New Jersey. In November 1991, Bally's Grand
Inc., the parent corporation of Bally's Reno, filed a petition for reorganization under Chapter 11
of the Bankruptcy Code.
James E. Pettis, 42, Vice President -- Risk Management 1980
Mr. Pettis was appointed to his present position in November 1984. He has been employed by the
Company since May 1980 with responsibility for various corporate risk management, safety and
employee benefit matters.
James M. Powers, 65, Vice President -- Corporate Security 1980
Mr. Powers has held his present position with the Company since joining the Company in January 1980.
<FN>
- ------------------
(1) Only directorships of issuers with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), or subject to the requirements of Section 15(d) of the
1934 Act, or directorships of issuers registered as investment companies
under the Investment Company Act of 1940, as amended, are listed in the
table.
(2) Stephen A. Wynn and Elaine P. Wynn are husband and wife.
(3) Officers serve at the pleasure of the Board of Directors.
</TABLE>
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION AWARDS
COMPENSATION ------------------------------
---------------------------------------------- RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) AWARDS($)(2) OPTIONS/SARS(#)
- ------------------------------------ ---- ---------- -------- ------------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Wynn 1993 $2,507,692 $ 0 $ 0 $ 0 0
Chairman of the Board, President 1992 1,504,836 0 0 0 3,375,000
and Chief Executive Officer 1991 1,500,000 0 -- 0 2,500,000
Barry A. Shier 1993 750,000 250,000 0 0 0
Executive Vice President -- 1992 750,000 250,000 0 0 0
Marketing and Hotel Operations 1991 653,365 0 -- 0 750,000
Bruce A. Levin 1993 406,000 0 0 0 0
Vice President, General Counsel and 1992 368,692 25,000 0 0 250,000
Secretary 1991 300,000 0 -- 0 0
Daniel R. Lee 1993 302,692 100,000 0 0 0
Senior Vice President -- Finance 1992 197,117 0 0 0 500,000
and Development, Chief Financial 1991 0 0 -- 0 0
Officer and Treasurer
Frank P. Visconti 1993 275,000 75,000 0 0 0
Senior Vice President -- Retail 1992 86,113 10,000 0 0 250,000
Operations 1991 0 0 -- 0 0
Kenneth R. Wynn 1993 336,539 0 0 4,190,393 0
President of Atlandia Design and 1992 336,539 0 0 0 0
Furnishings, Inc. 1991 350,000 0 -- 0 0
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION COMPENSATION($)(3)
- ------------------------------------ ------------------
<S> <C>
Stephen A. Wynn $ 5,697
Chairman of the Board, President 5,564
and Chief Executive Officer --
Barry A. Shier 5,697
Executive Vice President -- 5,564
Marketing and Hotel Operations --
Bruce A. Levin 5,457
Vice President, General Counsel and 5,324
Secretary --
Daniel R. Lee 5,217
Senior Vice President -- Finance 500
and Development, Chief Financial --
Officer and Treasurer
Frank P. Visconti 660
Senior Vice President -- Retail 220
Operations --
Kenneth R. Wynn 4,446
President of Atlandia Design and 326,971
Furnishings, Inc. --
<FN>
- ------------------
(1) The Company provides certain perquisites and other personal benefits to
the Named Officers, including (i) reimbursement for medical expenses, (ii)
amounts allocated for personal use of Company automobiles, (iii) use of
complimentary rooms, food, beverages and entertainment (including
privileges at the Company's Shadow Creek golf course and admission to
professional boxing matches sponsored by the Company) and (iv) use of
Company employees to furnish personal services. The incremental cost to
the Company of providing perquisites and other personal benefits during
1993 and 1992 did not exceed, as to any Named Officer for either year, the
lesser of $50,000 or 10% of the total salary and bonus paid to such Named
Officer for such year and, accordingly, is omitted from the table.
Information for 1991 is not required to be disclosed.
(2) At December 31, 1993, Kenneth R. Wynn held 182,191 restricted shares of
Common Stock with an aggregate value (based on the closing sale price of
the Common Stock on the NYSE on such date) of $4,349,810. For information
concerning the award of such shares to Mr. Wynn, see "Certain Transac-
tions." To the extent that the Company pays dividends on the Common Stock
in the future, Mr. Wynn will receive dividends on such restricted shares.
None of the other Named Officers held restricted stock awards at December
31, 1993.
(3) Represents (i) the cost of Company-paid premiums for term life insurance
on each of the Named Officers, as follows: Stephen A. Wynn -- 1993:
$1,200, 1992: $1,200; Barry A. Shier -- 1993: $1,200, 1992: $1,200; Bruce
A. Levin -- 1993: $960, 1992: $960; Daniel R. Lee -- 1993: $720, 1992:
$500; Frank P. Visconti -- 1993: $660, 1992: $220; and Kenneth R. Wynn --
1993: $840, 1992: $840 and (ii) 50% matching contributions made by the
Company for the Named Officers in accordance with the Company's retirement
savings plan adopted pursuant to Section 401(k) of the Internal Revenue
Code of 1986, as amended (the "Code"), as follows: Messrs. Stephen A.
Wynn, Shier and Levin -- 1993: $4,497, 1992: $4,364; Daniel R. Lee --
1993: $4,497; and Kenneth R. Wynn -- 1993: $3,606, 1992: $3,606. The
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
1992 amount for Kenneth R. Wynn also includes $322,525 accrued with
respect to the Company's then future cash liability to Mr. Wynn pursuant
to the Company's Executive Retirement Plan (the "Executive Plan"), a
deferred compensation plan. The Executive Plan no longer covers Kenneth R.
Wynn or any of the other Named Officers. See "Certain Transactions."
Information for 1991 is not required to be disclosed.
</TABLE>
AGGREGATED OPTION EXERCISES IN 1993 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES FISCAL YEAR-END(#) FISCAL YEAR-END($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/UNEXERCISABLE
NAME EXERCISE(#) REALIZED($)(1) UNEXERCISABLE (2)
- -------------------------- ----------- -------------- ------------------ ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Wynn 0 $ 0 5,875,000/ 0 $71,865,625/ 0
Barry A. Shier 0 0 0/ 750,000 0/ 10,068,750
Bruce A. Levin 0 0 50,000/ 200,000 721,250/ 2,885,000
Daniel R. Lee 0 0 0/ 500,000 0/ 7,087,500
Frank P. Visconti 0 0 50,000/ 200,000 721,250/ 2,885,000
Kenneth R. Wynn 250,000 3,110,000 0/ 0 0/ 0
<FN>
- ------------------
(1) Represents the difference between the closing sale price of the Common
Stock on the NYSE on each date of exercise and the exercise price of the
options.
(2) Represents the difference between the closing sale price of the Common
Stock on the NYSE on December 31, 1993 and the exercise price of the
options.
</TABLE>
EMPLOYMENT AGREEMENTS
On December 16, 1992, the Company entered into a 10-year Employment
Agreement with Stephen A. Wynn pursuant to which Mr. Wynn serves as President
and Chief Executive Officer of the Company at an annual salary of $2,500,000.
Mr. Wynn shall be entitled to such bonuses, stock options and other compensation
as may be determined from time to time by the Board of Directors. Pursuant to
the Employment Agreement, the Company also provides Mr. Wynn with the personal
use of an automobile for which the Company pays all insurance, gasoline and
maintenance expenses, and provides Mr. Wynn and his dependents with coverage
under the Company's executive medical and life insurance program.
On August 18, 1992, the Company entered into an Employment Agreement with
Mr. Visconti, which terminates on September 6, 1997, pursuant to which Mr.
Visconti serves as Senior Vice President -- Retail Operations of the Company at
an annual salary of $275,000. Mr. Visconti received a commencement bonus of
$25,000 in September 1992 and shall be entitled to such annual bonuses
(approximating 25% to 30% of his annual salary) as may be determined in the
discretion of the Board of Directors. Pursuant to the Employment Agreement, the
Company reimbursed Mr. Visconti in 1992 for his moving expenses incurred in
relocating to Las Vegas and reimbursed him in February 1994 for $40,000 of the
loss he will incur upon the sale of his former residence. In September 1992, the
Company granted Mr. Visconti a 10-year option to purchase 250,000 shares of
Common Stock at an exercise price of $9.45 per share, which becomes exercisable
in 20% increments annually commencing on August 19, 1993. The Company also
provides Mr. Visconti and his dependents with coverage under the Company's
executive medical and life insurance program.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or its subsidiaries were paid
a monthly retainer during 1993 of $4,000, representing $2,000 for services as a
director of the Company and $1,000 for services as a director of each of the
Company's subsidiaries which own and operate The Mirage and the Golden Nugget
hotel-casinos, and continue to receive such retainer in 1994. Directors Ronald
M. Popeil, George J. Mason and Melvin B. Wolzinger serve on the Company's Audit,
Stock Option and Bonus Committees and received a monthly fee of $1,000 for
services as members of the Audit and Stock Option Committees during 1993, and
continue to receive such fees in 1994. Pursuant to the Company's 1992
Non-Employee Director Stock
8
<PAGE>
Option Plan (the "Director Plan"), each director who is not an employee of the
Company or its subsidiaries and who had served as a director for at least three
years was granted 12,500 stock options in 1992 at an exercise price of $10.25
per share, 2,500 stock options in 1993 at an exercise price of $16.45 per share
and 2,500 stock options in 1994 at an exercise price of $24 per share, and will
be granted an additional 2,500 stock options in each succeeding year. Stock
options granted under the Director Plan have an exercise price equal to the
market value of the Common Stock on each date of grant, and become exercisable
three years thereafter. An aggregate of up to 250,000 stock options may be
granted under the Director Plan. Directors who are employees of the Company or
its subsidiaries do not receive compensation for their services as directors.
COMPARATIVE STOCK PRICE PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return from
December 31, 1988 to December 31, 1993, assuming reinvestment of dividends, of
the Company, the NYSE Market Value Index and the Dow Jones Casinos Industry
Group. The graph assumes an investment of $100 on December 31, 1988 in each of
the Common Stock, the stocks comprising the NYSE Market Value Index and the
stocks comprising the Dow Jones Casinos Industry Group.
[GRAPHIC]
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no compensation committee (or other committee of the Board
of Directors performing equivalent functions). Decisions concerning executive
officer compensation in 1993 were made by the full Board of Directors. The
following members of the Board of Directors are officers or former officers of
the Company or its subsidiaries: Stephen A. Wynn; Richard D. Bronson; and Daniel
B. Wayson. Director Elaine P. Wynn is the wife of Stephen A. Wynn.
On March 31, 1994, the Board of Directors appointed a Bonus Committee,
consisting of Messrs. Mason, Popeil and Wolzinger, which adopted and will
administer the Company's 1994 Cash Bonus Plan. See "The 1994 Cash Bonus Plan
Proposal."
In April 1993, Stephen A. Wynn purchased, for $890,000 in cash, a four-acre
parcel of unimproved land located in the Shadow Creek golf course from an
indirect wholly owned subsidiary of the Company. As part
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of the transaction, an option granted by the subsidiary to Mr. Wynn on November
1, 1990 to purchase any one of seven unimproved Shadow Creek parcels was
cancelled. The purchase price paid by Mr. Wynn was equal to the fair market
value of the parcel ($1,000,000), less the fair market value of the option
discounted to present value ($110,000), each as determined by an independent
appraisal dated February 25, 1993.
BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION
During 1993, the full Board of Directors was responsible for establishing
and administering the policies that govern the compensation of executive
officers, including the Named Officers. Certain members of the Board of
Directors, including the Company's Chief Executive Officer, are officers or
former officers of the Company or its subsidiaries. See "Compensation Committee
Interlocks and Insider Participation." The Board of Directors evaluated the
performance of management and determined compensation policies and levels.
During 1993, the Board of Directors did not retain the services of an
independent compensation consultant to review the Company's executive
compensation policies and levels or those of comparable companies.
Generally, compensation for executive officers has been established and
reviewed by the Board of Directors on an annual basis. The Board of Directors
has made a purely subjective determination of the composition and amount of each
item of executive compensation, which does not bear a specific relationship to
any quantifiable measure of the Company's financial performance. In making such
determination, the Board of Directors has considered, among other things, such
factors as (1) the financial results of the Company during the period since the
last annual review of compensation, (2) the market performance of the Common
Stock, (3) compensation paid to executive officers in prior years, (4)
extraordinary achievements attained or extraordinary services rendered by
specific executive officers and (5) compensation of executive officers employed
by the Company's principal competitors which are included in the Dow Jones
Casinos Industry Group (although the Board of Directors has not undertaken a
formal review of competitive compensation). No specific weight has been assigned
to any particular factor.
In 1993, legislation was enacted which added Section 162(m) to the Code.
Commencing in 1994, Section 162(m) eliminates the federal income tax
deductibility of most compensation exceeding $1,000,000 paid to the chief
executive officer and the four other most highly compensated executive officers
of publicly held corporations. Certain types of compensation are not affected by
the deduction limitation, including compensation paid pursuant to a binding
agreement entered into on or before February 17, 1993. In making future
compensation decisions, the Board of Directors intends to take into account the
effect of Section 162(m), although in certain cases compensation may be awarded
to covered executive officers which is not fully deductible by the Company by
virtue of Section 162(m).
The Company's various Stock Option and Stock Appreciation Rights Plans are
an important component of the Company's compensation program for executive
officers and other employees. The stock option plans are intended to advance the
interests of the Company and its stockholders by encouraging and enabling
executive officers and other employees, upon whose judgment, initiative and
effort the Company is largely dependent for the successful conduct of its
business, to acquire and retain a proprietary interest in the Company by
ownership of its stock. Through stock option grants, the long-range interests of
management and employees are aligned with those of stockholders as the stock
option recipients accumulate (through the vesting of stock options) meaningful
stakes in the Company. The Company's stock option plans are administered by the
Stock Option Committee, which is composed of three non-employee members of the
Board of Directors who also serve as the members of the Audit Committee.
Decisions concerning the grant of stock options, including the individuals to
whom options are granted and the respective exercise prices and vesting periods,
are made by the Stock Option Committee upon the recommendation of the full Board
of Directors. Such decisions are made on a purely subjective basis and do not
bear a specific relationship to any quantifiable measure of the Company's
financial performance. In almost all cases, stock options are granted with an
exercise price equal to the market price of the Common Stock on the date of
grant. None of the Named Officers received stock option grants in 1993.
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In addition to base salary and stock options, the other principal part of
the Company's executive compensation program has consisted of cash bonuses paid
at the discretion of the Board of Directors. The Board of Directors generally
has made decisions concerning the payment of bonuses at the end of each fiscal
year. In 1993, such decisions were made on a purely subjective basis and did not
bear a specific relationship to any quantifiable measure of the Company's
financial performance. In making decisions concerning cash bonuses, the Board of
Directors took into account the various quantitative and qualitative factors
identified above, although no specific weight was assigned to any particular
factor. Cash bonuses have represented a relatively small percentage of total
executive compensation (generally ranging from less than 10% to one-third of
annual base salary). In 1993, bonuses were awarded to three Named Officers,
Messrs. Shier, Lee and Visconti, in the amounts of $250,000, $100,000 and
$75,000, respectively.
The Company also provides certain perquisites and other personal benefits to
executive officers, which constitute a small percentage of their total
compensation. See footnote (1) to "Executive Compensation -- Summary
Compensation Table."
In 1993, the Chief Executive Officer received a salary of $2,500,000
pursuant to a 10-year Employment Agreement approved by the Board of Directors in
December 1992. See "Executive Compensation -- Employment Agreements." The amount
of such salary was determined by the Board of Directors on a purely subjective
basis and did not bear a specific relationship to any quantifiable measure of
the Company's financial performance during 1993 or any prior period. In
establishing the Chief Executive Officer's compensation, the Board of Directors
considered a large number of factors, including (1) the record of leadership and
service provided by the Chief Executive Officer since joining the Company in
1973, (2) the identification of the Company with the Chief Executive Officer by
the financial community and the general public, and the recognition by the Board
of Directors and others in the gaming industry of the importance of his
leadership, creativity and other personal attributes to the Company's continued
success, (3) the total stockholder return attained by the Company during the
past five years, which significantly surpassed that of both the broad market and
the Company's principal industry competitors as a group (see "Comparative Stock
Price Performance Graph"), (4) the achievements recorded by the Company since
the Chief Executive Officer's annual salary was last increased in March 1990,
including the successful financial performance of The Mirage, the Company's
flagship hotel-casino, since opening in November 1989, the restructuring of a
significant portion of the Company's long-term debt and the successful
completion of equity offerings in 1991 and 1992, resulting in a reduction in the
Company's average cost of capital, the development and construction of Treasure
Island at The Mirage, the Company's newest hotel-casino, which opened on
schedule in October 1993, and the purchase, for future development, of the
164-acre site of the Dunes Hotel, Casino and Country Club on the Las Vegas
Strip, which was consummated in January 1993, (5) the fact that the Chief
Executive Officer is the Company's principal stockholder and thereby holds a
significant stake in the Company's future and (6) the fact that the Chief
Executive Officer's annual salary had not been increased in almost three years,
and that he was not awarded a cash bonus in 1991 or 1992. No specific weight was
assigned to any particular factor.
This report was adopted by the Board of Directors at a regular meeting held
on March 23, 1994.
BY THE BOARD OF DIRECTORS
Stephen A. Wynn, Chairman
Melvin B. Wolzinger
George J. Mason
Ronald M. Popeil
Elaine P. Wynn
Daniel B. Wayson
Richard D. Bronson
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CERTAIN TRANSACTIONS
In October 1992, the Company lent Mr. Visconti and his wife $91,000 in
connection with Mr. Visconti's relocation from San Francisco, California to Las
Vegas to accept employment with the Company. The loan was evidenced by a
promissory note which bore interest at the rate of 3.78% per annum and was due
on the earlier of October 15, 1994 or the date of sale of the Viscontis' San
Francisco home. The note was secured by a deed of trust on the Viscontis' Las
Vegas residence. Mr. Visconti repaid the note in full in February 1994.
Effective as of December 1, 1993, the Company entered into a First Amendment
to Executive Retirement Plan Agreement (the "Amendment") with Kenneth R. Wynn.
Pursuant to the Amendment, the Company extinguished its obligation under the
Executive Plan to make monthly cash payments to Mr. Wynn over a 10-year period
commencing in July 1997, aggregating $5,120,000, in consideration for the
issuance to Mr. Wynn of 182,191 restricted shares of Common Stock (the
"Shares"). The number of Shares issued to Mr. Wynn was based upon the value of
his interest in the Executive Plan and the value of the Shares, taking into
account the transferability and forfeiture restrictions on the Shares described
below, as set forth in an opinion of an investment banking firm dated December
1, 1993. The closing sale price of the Common Stock on the NYSE on December 1,
1993 was $23 per share.
The Amendment provides that until June 22, 1997, none of the Shares may be
transferred or encumbered, except in certain limited circumstances. The Shares
are subject to forfeiture in the event of termination of Mr. Wynn's employment
prior to June 22, 1997, except in certain limited circumstances, in which case
the Shares will immediately vest.
See also "Compensation Committee Interlocks and Insider Participation."
THE 1994 CASH BONUS PLAN PROPOSAL
SUMMARY OF THE PLAN
On March 31, 1994, the Company's Board of Directors appointed a Bonus
Committee (the "Committee"), consisting of Messrs. Mason, Popeil and Wolzinger,
and authorized the Committee to establish and administer a cash bonus plan for
executive officers of the Company. The Committee adopted the 1994 Cash Bonus
Plan (the "Plan") on March 31, 1994, subject to stockholder approval at the
Meeting. A copy of the Plan is attached to this Proxy Statement as Exhibit A.
The following is a brief summary of the Plan, which is qualified in its entirety
by reference to Exhibit A.
PURPOSE OF THE PLAN
The purpose of the Plan is to advance the interests of the Company, its
stockholders and its subsidiaries by establishing specific performance-based
goals for the award of cash bonuses to the Company's executive officers, upon
whose judgment, initiative and effort the Company is largely dependent for the
successful conduct of its business.
Prior to the adoption of the Plan, there was no limitation on the amount of
cash bonuses that could be awarded by the Board of Directors to the Company's
executive officers. The Plan places a limitation on the amount of cash bonuses
that may be paid each year to any executive officer. The Plan was adopted in
order to comply with new Section 162(m) of the Code so that annual cash bonuses
awarded to the Company's executive officers, if any, will continue to be fully
deductible by the Company for federal income tax purposes. The Plan does not
require that cash bonuses be awarded to any executive officer.
ADMINISTRATION OF THE PLAN
The Board of Directors has appointed the Committee to administer the Plan.
Subject to the conditions set forth in the Plan, the Committee has full and
final authority in its discretion to award cash bonuses pursuant to the Plan, to
construe and interpret the Plan and to make all other determinations and take
all other actions deemed necessary or advisable for the proper administration of
the Plan.
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PARTICIPANTS
Cash bonuses may be awarded under the Plan to any person who was, during the
fiscal year for which the award is made, an executive officer of the Company.
The Company currently has nine executive officers.
MAXIMUM AMOUNT OF BONUSES
The maximum aggregate amount of cash bonuses which may be awarded for each
fiscal year under the Plan is 5% of the excess of the Company's consolidated
earnings before depreciation, interest and taxes ("EBDIT") for such fiscal year
over $200,000,000, except that if the Company shall have not completed the
spin-off of the stock of GNLV, CORP. and related subsidiaries prior to the end
of such fiscal year, the maximum aggregate amount of cash bonuses which may be
awarded for such fiscal year is 5% of the excess of EBDIT for such fiscal year
over $250,000,000. The maximum cash bonus which may be awarded for each fiscal
year under the Plan to any executive officer is 50% of such executive officer's
annual base salary for such fiscal year.
PAYMENT OF BONUSES
No bonus awarded pursuant to the Plan may be paid prior to December 15 of
the fiscal year for which such bonus is awarded. Any bonus awarded pursuant to
the Plan shall be reflected in approved minutes of a Committee meeting.
AMENDMENT AND TERMINATION OF THE PLAN
The Committee may at any time suspend or terminate the Plan or may amend it
from time to time in such respects as the Committee may deem advisable;
provided, however, that without approval of a majority of the shares voting on
the matter in a vote by the stockholders of the Company, no such amendment may
increase the maximum annual bonus payable to any participant, accelerate the
time for the payment of any bonus or change the class of eligible participants.
EFFECTIVE DATE AND TERM OF THE PLAN
The Plan has a five-year term commencing on March 31, 1994, the date of its
adoption by the Committee.
DETERMINATION OF BENEFITS PAYABLE PURSUANT TO THE PLAN
It is not possible to determine the amount of bonuses which may be payable
pursuant to the Plan to any executive officer of the Company for 1994, as such
amounts will be dependent on whether and to what extent EBDIT exceeds the
applicable amount specified under "Maximum Amount of Bonuses," above. If the
Plan had been in effect during 1993, no bonuses would have been payable pursuant
to the Plan for 1993.
RECOMMENDATION AND REQUIRED VOTE
The Board of Directors recommends a vote FOR approval of the Plan. Approval
of the Plan requires the affirmative vote of the holders of a majority of the
shares of Common Stock actually voted for or against the proposal at the
Meeting.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND ITS AUDIT COMMITTEE
Among the committees created by the Board of Directors is an Audit
Committee. The Board of Directors has not designated a nominating committee or a
compensation committee. Presently, the members of the Audit Committee are
Messrs. Mason, Popeil and Wolzinger. The Audit Committee was formed in 1978, and
held eight meetings during 1993.
The functions of the Audit Committee include reviewing and making
recommendations to the Board of Directors with respect to: the engagement or
re-engagement of an independent accounting firm to audit the Company's financial
statements for the then current fiscal year, and the terms of the engagement;
the policies and procedures of the Company with respect to maintaining the
Company's books and records and furnishing any necessary information to the
independent auditors; the procedures to encourage access to the Audit Committee
and to facilitate the timely reporting during the year by authorized
representatives of the
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Company's independent auditors to the Audit Committee of their recommendations
and advice; the implementation by the Company's management of such
recommendations and advice; the implementation by management of the
recommendations made by the independent auditors in their annual management
letter, the adequacy and implementation of the Company's internal audit controls
and the adequacy and competency of the related personnel; and such other matters
relating to the Company's financial affairs and accounts as the Audit Committee
may in its discretion deem desirable. The Audit Committee also has certain other
responsibilities, including the responsibility to oversee the employment and
marketing practices of the Company and its gaming subsidiaries and their
compliance with gaming regulations.
The Board of Directors held 10 meetings, and took action by unanimous
written consent (as permitted by Nevada law) on one occasion, during 1993. Each
director attended at least 75% of the aggregate number of meetings of the Board
of Directors and the committees on which he or she served.
INDEPENDENT ACCOUNTANTS
The Company's independent accountants for 1993 were Coopers & Lybrand. A
representative of Coopers & Lybrand is expected to be present at the Meeting
with the opportunity to make a statement if he or she so desires and to respond
to appropriate questions. The Board of Directors will select the Company's
independent accountants for 1994 following a review of competitive proposals
submitted by major public accounting firms.
FUTURE PROPOSALS OF STOCKHOLDERS
Any stockholder intending to submit to the Company a proposal for inclusion
in the Company's Proxy Statement and form of Proxy for the 1995 Annual Meeting
of Stockholders must submit such proposal sufficiently far in advance so that it
is received by the Company not later than December 27, 1994.
DISCRETIONARY AUTHORITY
While the Notice of Annual Meeting of Stockholders calls for the transaction
of such other business as may properly come before the Meeting, the Board of
Directors has no knowledge of any matters to be presented for action by the
stockholders at the Meeting, other than as set forth above. The enclosed Proxy
gives discretionary authority, however, in the event that any additional matters
should be presented.
STOCKHOLDERS ARE URGED IMMEDIATELY TO MARK, DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
By the Board of Directors
BRUCE A. LEVIN
SECRETARY
14
<PAGE>
EXHIBIT A
MIRAGE RESORTS, INCORPORATED
1994 CASH BONUS PLAN
1. PURPOSE.
This 1994 Cash Bonus Plan (the "Plan") is intended to advance the interests
of Mirage Resorts, Incorporated (the "Company"), its stockholders and its
subsidiaries by establishing specific performance-based goals for the award of
cash bonuses to the Company's executive officers, upon whose judgment,
initiative and effort the Company is largely dependent for the successful
conduct of its business.
2. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors of the Company (the
"Board") or by a committee consisting of not less than two "outside" directors
as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder (the "Committee"); provided, however,
that if all members of the Board are not "outside" directors within the meaning
of such definition, the Board shall appoint such a Committee. The Board may from
time to time remove members from the Committee, fill all vacancies in the
Committee, however caused, and may select one of the members of the Committee as
its chairman.
The Committee shall hold its meetings at such times and places as it may
determine, shall keep minutes of its meetings and, except as provided in
Paragraph 6, shall adopt, amend and revoke such rules or procedures as it may
deem proper; provided, however, that it may take action only upon the agreement
of a majority of the whole Committee. Any action that the Committee shall take
through a written instrument signed by a majority of its members shall be as
effective as though it had been taken at a meeting duly called and held. The
Committee shall report all actions taken by it to the Board.
The Committee shall have full and final authority in its discretion, subject
to the provisions of the Plan, to grant cash bonuses pursuant to the Plan, to
construe and interpret the Plan and to make all other determinations and take
all other actions deemed necessary or advisable for the proper administration of
the Plan. All such actions and determinations shall be conclusively binding for
all purposes and upon all persons.
3. MAXIMUM AMOUNT OF BONUSES.
The maximum aggregate amount of cash bonuses to be awarded for each fiscal
year under the Plan shall be five percent (5%) of the excess of the Company's
consolidated earnings before depreciation, interest and taxes ("EBDIT") for such
fiscal year over $200,000,000, except that if the Company shall have not
completed the spin-off of the stock of GNLV, CORP. and related subsidiaries
prior to the end of such fiscal year, the maximum aggregate amount of cash
bonuses for such fiscal year shall be five percent (5%) of the excess of EBDIT
for such fiscal year over $250,000,000. The maximum cash bonus to be awarded for
each fiscal year under the Plan to any executive officer shall not exceed fifty
percent (50%) of such executive officer's annual base salary for such fiscal
year.
4. PROCEDURE FOR AWARD OF BONUSES.
No bonus awarded pursuant to the Plan may be paid prior to December 15 of
the fiscal year for which such bonus is awarded. Any bonus awarded pursuant to
the Plan shall be reflected in approved minutes of a Committee meeting.
5. PARTICIPANTS.
Cash bonuses may be awarded under the Plan only to the Company's executive
officers.
6. AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN.
The Committee may at any time suspend or terminate the Plan or may amend it
from time to time in such respects as the Committee may deem advisable so that
bonuses awarded under the Plan conform to any changes in the law or in any other
respect which the Committee may deem to be in the best interests of the Company;
provided, however, that without approval of a majority of the shares voting on
the matter in a vote
A-1
<PAGE>
by the stockholders of the Company, no such amendment shall increase the maximum
annual bonus payable to any participant, accelerate the time for the payment of
any bonus or change the class of eligible participants. Unless the Plan shall
previously have been terminated by the Committee or as provided in Paragraph 7,
the Plan shall terminate five years after the Effective Date.
7. EFFECTIVE DATE OF THE PLAN AND STOCKHOLDER APPROVAL.
The Effective Date of the Plan shall be March 31, 1994, the date of its
adoption by the Committee, subject however to its approval by the stockholders
of the Company representing a majority of the shares voting on the matter at the
first stockholders' meeting after the Effective Date.
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<PAGE>
MIRAGE RESORTS, INCORPORATED
Proxy Solicited on Behalf of the Board of Directors
p
r
o
x
y
The undersigned appoints Ronald M. Popeil and Richard D. Bronson, and each of
them, as Proxies, each with the power to appoint his substitute, and authorizes
each of them to represent and to vote, as designated below, all the shares of
Common Stock of Mirage Resorts, Incorporated held of record by the undersigned
on April 1, 1994, at the Annual Meeting of Stockholders to be held on May 26,
1994 or any adjournment thereof.
Election of Directors, Nominees:
Melvin B. Wolzinger, Daniel B. Wayson, George J. Mason
(Change of Address/Comments)
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card.)
You are encouraged to specify your choices by marking the appropriate box, See
Reverse Side, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors recommendations.
The Proxies cannot vote your shares unless you sign and return this card.
See Reverse side
<PAGE>
x
1528
Please mark your votes as in this example.
For
Withheld
For
Against
Abstain
1. Election of
Directors
For, except vote withheld from the following nominee(s):
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Shareholder name and address
Signature(s)
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
Date
