<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] 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:
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Notes:
<PAGE>
MIRAGE RESORTS, INCORPORATED
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1997
----------------
The Annual Meeting of Stockholders (the "Meeting") of Mirage Resorts,
Incorporated (the "Company") will be held at The Mirage, 3400 Las Vegas
Boulevard South, Las Vegas, Nevada on Thursday, May 29, 1997, at 1:00 P.M.,
for the following purposes:
1. To elect three directors for the term set forth in the accompanying
Proxy Statement; and
2. To transact such other business as may properly come before the Meeting
and any adjournments thereof.
Pursuant to the Bylaws 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 March 31, 1997.
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 18, 1997
<PAGE>
MIRAGE RESORTS, INCORPORATED
3400 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
APRIL 18, 1997
----------------
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
Company's Annual Meeting of Stockholders (the "Meeting") to be held on May 29,
1997, 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 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 21, 1997.
All information contained in this Proxy Statement has been adjusted to
reflect the two-for-one split of the Company's common stock effective June 17,
1996.
VOTING RIGHTS
Holders of the Company's common stock, $.004 par value (the "Common Stock"),
of record as of the close of business on March 31, 1997, will be entitled to
one vote for each share held on all matters presented to the Meeting. On March
31, 1997, there were outstanding 178,625,443 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 and broker non-votes will be counted as shares that are present
for purposes of determining the presence of a quorum. 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. Under the rules of the New York Stock Exchange (the "NYSE"), the
election of directors is considered by the NYSE to be a "routine" item 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.
<PAGE>
STOCK OWNERSHIP OF MAJOR STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information as of March 31, 1997 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 and the four other
highest compensated executive officers of the Company during 1996
(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 29,812,164(1) 15.6%
FMR Corp.
82 Devonshire Street
Boston, MA 02109 18,738,830(2) 10.5%
Janus Capital Corporation
100 Fillmore Street
Denver, CO 80206 9,498,925(3) 5.3%
Melvin B. Wolzinger 3,321,880(4) 1.9%
Daniel B. Wayson 513,750(5) *
Elaine P. Wynn 240,000(6) *
George J. Mason 172,500(7) *
Richard D. Bronson 425,000(8) *
Ronald M. Popeil 57,550(9) *
Barry A. Shier 750,290(10) *
Bruce A. Levin 100,000(11) *
Daniel R. Lee 893,200(12) *
Kenneth R. Wynn 1,266,882(13) *
All directors and executive officers
as a group (14 persons) 36,624,604(14) 18.9%
</TABLE>
- ---------------------
* Less than 1%.
(1) Includes 12,150,000 shares subject to options which are currently
exercisable or become exercisable within 60 days of March 31, 1997. Does
not include shares beneficially owned by Elaine P. Wynn, Mr. Wynn's wife,
as separate property, as to which shares Mr. Wynn disclaims beneficial
ownership.
(2) Represents shares beneficially owned as of December 31, 1996, based on a
Schedule 13G, dated February 14, 1997, filed with the Commission. Such
Schedule 13G states that FMR Corp. and certain related persons have sole
dispositive power as to all of such shares and sole voting power as to
827,030 of such shares.
(3) Represents shares beneficially owned as of December 31, 1996, based on a
Schedule 13G, dated February 10, 1997, filed with the Commission. Such
Schedule 13G states that Janus Capital Corporation and a related person
have shared dispositive and voting power as to all of such shares.
(4) Includes 2,892,186 shares held by a family trust of which Mr. Wolzinger
and his wife serve as trustees and 351,664 shares held by a limited
partnership of which such trust is the general partner and a limited
partner. Mr. Wolzinger disclaims beneficial ownership of 189,196 shares
held by the limited partnership as to which he has no pecuniary interest.
Also includes 43,030 shares held by a trust of which Mr. Wolzinger serves
as a trustee but does not have any pecuniary interest, as to which shares
Mr. Wolzinger disclaims beneficial ownership. Also includes 35,000 shares
subject to options which are currently exercisable or become exercisable
within 60 days of March 31, 1997.
2
<PAGE>
(5) Includes 35,000 shares subject to options which are currently exercisable
or become exercisable within 60 days of March 31, 1997.
(6) Includes 35,000 shares subject to options which are currently exercisable
or become exercisable within 60 days of March 31, 1997. Does not include
shares reported as beneficially owned by Stephen A. Wynn, Mrs. Wynn's
husband.
(7) Includes 70,000 shares held by a family trust of which Mr. Mason and his
wife serve as trustees and 35,000 shares subject to options which are
currently exercisable or become exercisable within 60 days of March 31,
1997.
(8) Represents shares subject to options which are currently exercisable or
become exercisable within 60 days of March 31, 1997.
(9) Includes 35,000 shares subject to options which are currently exercisable
or become exercisable within 60 days of March 31, 1997.
(10) Includes 750,000 shares subject to options which are currently
exercisable or become exercisable within 60 days of March 31, 1997 and
240 shares held by Mr. Shier as custodian for his minor children.
(11) Represents shares subject to options which are currently exercisable or
become exercisable within 60 days of March 31, 1997.
(12) Includes 889,200 shares subject to options which are currently
exercisable or become exercisable within 60 days of March 31, 1997.
(13) Includes 800,000 shares held by a family trust of which Mr. Wynn serves
as trustee and 2,500 shares held by Mr. Wynn as custodian for his minor
children. Mr. Wynn disclaims beneficial ownership of the shares held by
him as custodian. Also includes 364,382 shares subject to future vesting.
Also includes 100,000 shares subject to options which are currently
exercisable or become exercisable within 60 days of March 31, 1997.
(14) Includes 14,809,200 shares subject to options which are currently
exercisable or become exercisable within 60 days of March 31, 1997.
DIRECTORS AND EXECUTIVE OFFICERS
The Company's Articles of Incorporation and Bylaws 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.
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>
NAME YEAR FIRST ELECTED
- ---- ------------------
<S> <C>
Melvin B. Wolzinger, 76 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. He has been a
principal owner of various restaurants and casino gaming
establishments in Las Vegas for many years and a
stockholder of the Company for approximately 40 years.
</TABLE>
3
<PAGE>
INFORMATION CONCERNING NOMINEES FOR ELECTION AS DIRECTORS(1)(CONTINUED)
<TABLE>
<CAPTION>
NAME YEAR FIRST ELECTED
- ---- ------------------
<S> <C>
Daniel B. Wayson, 44 1988;
Director Appointed
Mr. Wayson is, and has been for more than five years, a March 19,
principal of Wayson Properties, Inc., a real estate 1987
development and holding company, and other real estate and
business ventures. He served as President and Chief
Executive Officer of the Company's former New Jersey gaming
subsidiary from December 1984 through February 1987.
George J. Mason, 66 1973
Director and Member of Audit, Stock Option and Bonus
Committees
Mr. Mason is a Senior Managing Director of 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 since 1973.
</TABLE>
INFORMATION CONCERNING DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER THE
ANNUAL MEETING(1)
<TABLE>
<CAPTION>
EXPIRATION OF
TERM AS
NAME YEAR FIRST ELECTED DIRECTOR
- ---- ------------------ -------------
<S> <C> <C>
Stephen A. Wynn, 55(2) 1973 1998
Chairman of the Board of Directors, President
and Chief Executive Officer
Mr. Wynn has held his present positions for
more than five years. He is a Trustee of the
University of Pennsylvania and a member of
the Lake Tahoe Regional Planning Commission.
Ronald M. Popeil, 61 1980; 1998
Director and Member of Audit, Stock Option Appointed
and Bonus Committees September 19,
Mr. Popeil has been the President of RONCO, 1979
Inc., the principal business of
which is the production and marketing of
consumer products, since he co-founded that
company in May 1984. He is recognized as a
pioneer in the field of direct response
television marketing.
Elaine P. Wynn, 54(2) 1977 1999
Director
Mrs. Wynn has been active in civic and
philanthropic affairs in Las Vegas for many
years and has received numerous honors for
her charitable and community work. She is Co-
Chairperson of the Greater Las Vegas Inner-
City Games and a member of the Board of the
national Inner-City Games Foundation. Mrs.
Wynn is also Secretary, Treasurer and a
Trustee of Golden Nugget Scholarship Fund,
Inc.
Richard D. Bronson, 52 1993; 1999
Director Appointed
Mr. Bronson has been President of New City August 3,
Development, a division of the Company which 1992
is responsible for certain corporate
development activities of the Company outside
of Nevada, or its predecessor, New City
Development, Inc., since February 1992.
</TABLE>
INFORMATION CONCERNING EXECUTIVE OFFICERS OTHER THAN DIRECTORS LISTED ABOVE(3)
<TABLE>
<CAPTION>
YEAR HIRED
NAME BY COMPANY
- ---- ----------
<S> <C>
Barry A. Shier, 42, Executive Vice President -- Marketing and Hotel 1984
Operations
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, he has also been the
Chief Executive Officer of GNLV, CORP., a wholly owned gaming
subsidiary of the Company.
</TABLE>
4
<PAGE>
INFORMATION CONCERNING EXECUTIVE OFFICERS OTHER THAN DIRECTORS LISTED ABOVE(3)
(CONTINUED)
<TABLE>
<CAPTION>
YEAR HIRED
NAME BY COMPANY
- ---- ----------
<S> <C>
Bruce A. Levin, 57, Vice President, General Counsel and Secretary 1979
Mr. Levin has been Vice President and General Counsel since
joining the Company in August 1979 and has also served as
Secretary or Assistant Secretary since that date.
Daniel R. Lee, 40, Senior Vice President -- Finance and 1992
Development, Chief Financial
Officer and 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. Prior thereto, he was a
securities analyst and Director -- Equity Research of CS First
Boston Corporation, an investment banking firm.
Frank P. Visconti, 43, 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.
Thomas L. Sheer, 59, Senior Vice President -- Government and 1996
External Affairs
Mr. Sheer was appointed to his present position in January 1996.
From November 1990 to December 1995, he was Assistant to the
President of W. R. Grace & Co., a diversified chemicals company,
and he also served as Director of Business Intelligence of that
company from July 1993 to December 1995. Prior thereto, Mr. Sheer
was employed by the Federal Bureau of Investigation for 25 years,
rising to the position of an Assistant Director.
James E. Pettis, 45, 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, 68, Vice President -- Corporate Security 1980
Mr. Powers has held his present position since joining the Company
in January 1980.
</TABLE>
- ---------------------
(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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's directors and officers,
and persons who beneficially own more than 10% of the outstanding Common
Stock, to file with the Commission and the NYSE, within certain time periods,
reports of beneficial ownership and changes in beneficial ownership of the
Common Stock and other equity securities of the Company. Such persons are
required by Commission regulation to furnish the Company with copies of all
Section 16(a) reports they file.
Based solely on a review of the copies of such reports furnished to the
Company and written representations that no other reports were required, the
Company believes that, during 1996, all such filing requirements were complied
with, except that (i) one report, covering a single purchase of 550 shares of
Common Stock, was filed late by Mr. Popeil and (ii) one report, covering a
single purchase of 1,400 shares of Common Stock, was filed late by Mr. Pettis.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
--------------------------------------------- ----------------------------
RESTRICTED SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) AWARDS($)(2) OPTIONS/SARS(#) COMPENSATION($)(3)
------------------ ---- ---------- ---------- ------------------ ------------ --------------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen A. Wynn 1996 $2,502,507 $1,250,000 $ 0 $ 0 0 $4,110
Chairman of the Board, 1995 2,500,422 1,250,000 0 0 2,000,000 4,260
President and Chief 1994 2,501,701 1,250,000 0 0 0 4,260
Executive Officer
Barry A. Shier 1996 1,000,000 500,000 0 0 0 4,110
Executive Vice 1995 1,000,000 375,000 0 0 2,000,000 4,260
President -- Marketing 1994 892,008 375,000 0 0 0 4,260
and Hotel Operations
Bruce A. Levin 1996 553,308 150,000 0 0 150,000 4,110
Vice President, General 1995 506,000 125,000 0 0 0 4,260
Counsel and Assistant 1994 437,250 100,000 0 0 0 4,260
Secretary
Daniel R. Lee 1996 400,000 250,000 0 0 0 3,888
Senior Vice 1995 400,000 200,000 0 0 0 4,008
President -- Finance 1994 357,776 150,000 0 0 0 4,008
and Development, Chief
Financial Officer and
Treasurer
Kenneth R. Wynn 1996 413,726 150,000 0 0 0 3,888
Vice President -- 1995 379,556 125,000 0 0 500,000 4,008
Design and Construction 1994 350,352 100,000 0 0 0 3,882
and Secretary
</TABLE>
- ---------------------
(1) The Company provides certain perquisites and other personal benefits to
some or all of the Named Officers, including (i) reimbursement for medical
expenses, (ii) personal use of Company vehicles and aircraft,
(iii) complimentary rooms, food, beverages and entertainment (including
privileges at the Company's health spas and golf course) and (iv) use of
Company employees to furnish personal services. The unreimbursed
incremental cost to the Company of providing perquisites and other personal
benefits did not exceed, as to any Named Officer for any 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.
(2) At December 31, 1996, Kenneth R. Wynn held 364,382 restricted shares of
Common Stock with an aggregate value (based on the closing sale price of
the Common Stock on the NYSE Composite Tape on December 31, 1996) of
$7,879,761. 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, 1996.
(3) Represents (i) Company-paid premiums for term life insurance on each of the
Named Officers, as follows: Stephen A. Wynn -- 1996: $1,110, 1995: $1,260,
1994: $1,260; Barry A. Shier -- 1996: $1,110, 1995: $1,260, 1994: $1,260;
Bruce A. Levin -- 1996: $1,110, 1995: $1,260, 1994: $1,260; Daniel R.
Lee -- 1996: $888, 1995: $1,008, 1994: $1,008; and Kenneth R. Wynn -- 1996:
$888, 1995: $1,008, 1994: $882 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"), which amount to $3,000 for
each of the Named Officers for each of 1996, 1995 and 1994.
6
<PAGE>
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM
OPTIONS EMPLOYEES EXERCISE EXPIRATION ---------------------
NAME GRANTED(#)(1) IN 1996 PRICE($/SH)(2) DATE(3) 5%($) 10%($)
---- ------------- ---------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Stephen A. Wynn 0 -- % $ -- -- $ -- $ --
Barry A. Shier 0 -- -- -- -- --
Bruce A. Levin 150,000 14.3 22.375 8/22/06 2,110,728 5,348,998
Daniel R. Lee 0 -- -- -- -- --
Kenneth R. Wynn 0 -- -- -- -- --
</TABLE>
- ---------------------
(1) The options granted to Mr. Levin become exercisable on August 22, 2001.
Exercisability of the options may be accelerated upon the occurrence of
certain fundamental corporate changes or at the discretion of the Stock
Option Committee.
(2) Such options were granted at market value (the closing sale price of the
Common Stock on the NYSE Composite Tape) on the date of grant. Under the
terms of the Company's Stock Option and Stock Appreciation Rights Plans,
the Stock Option Committee retains discretion, subject to plan
limitations, to modify the terms of outstanding options and to reprice
options. The exercise price of the options may be paid in cash, by
delivery of shares of Common Stock or by offset of the underlying shares,
subject to certain conditions.
(3) The options are subject to early termination in the event of termination
of employment.
AGGREGATED OPTION EXERCISES IN 1996 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE YEAR-END(#) AT FISCAL YEAR-END($)
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
---- ----------- -------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Stephen A. Wynn 0 $ -- 12,150,000/1,600,000 $187,868,750/$8,700,000
Barry A. Shier 0 -- 750,000/2,750,000 11,756,250/23,718,750
Bruce A. Levin 260,000 4,830,875 100,000/250,000 1,690,000/1,690,000
Daniel R. Lee 50,800 1,162,445 689,200/200,000 11,561,330/3,355,000
Kenneth R. Wynn 0 -- 100,000/400,000 543,750/2,175,000
</TABLE>
- ---------------------
(1) Represents the difference between the closing sale price of the Common
Stock on the NYSE Composite Tape 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 Composite Tape on December 31, 1996 and the exercise
price of the options.
EMPLOYMENT AGREEMENT
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 reimbursement for medical expenses and coverage under the Company's life
insurance program.
7
<PAGE>
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or its subsidiaries (Messrs.
Popeil, Mason, Wolzinger and Wayson and Mrs. Wynn) were paid a monthly
retainer during 1996 of $4,000 for services as a director of the Company and
its subsidiaries, and continue to receive such retainer in 1997. Messrs.
Popeil, Mason and Wolzinger received an additional monthly fee of $1,000 for
services as members of the Company's Audit and Stock Option Committees during
1996, and continue to receive such fee in 1997. Directors also receive
reimbursement for medical expenses and coverage under the Company's life
insurance program. Directors who are employees of the Company or its
subsidiaries do not receive compensation for their services as directors.
Pursuant to the Company's 1992 Non-Employee Director Stock Option Plan (the
"Director Plan"), each director who is not an employee of the Company or its
subsidiaries was granted 10,000 stock options in January 1996 at an exercise
price of $19.4375 per share and 10,000 stock options in January 1997 at an
exercise price of $23.375 per share, and will be granted an additional 10,000
stock options in each succeeding year in which he or she remains a director.
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 500,000 stock
options may be granted under the Director Plan, of which 300,000 have been
granted.
8
<PAGE>
COMPARATIVE STOCK PRICE PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return from
December 31, 1991 to December 31, 1996, assuming reinvestment of dividends, of
the Company, the NYSE Market Index (which consists of all common stocks listed
on the NYSE) and the Media General Industry Group 241 - Hotels, Motels, Resorts
(the "MG Index"). The graph assumes an investment of $100 on December 31, 1991
in each of the Common Stock and the stocks comprising the NYSE Market Index and
the MG Index.
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
MIRAGE RESORTS, MG NYSE
(Fiscal Year Covered) INCORPORATED(1) INDEX(1) MARKET INDEX(1)
- --------------------- --------------- --------- ---------------
<S> <C> <C> <C>
Measurement Pt- 12/31/91 $100 $100 $100
FYE 12/31/1992 $118.02 $140.93 $104.70
FYE 12/31/93 $215.09 $224.71 $118.88
FYE 12/31/94 $184.68 $187.03 $116.57
FYE 12/31/95 $310.81 $209.53 $151.15
FYE 12/31/96 $389.64 $268.02 $182.08
</TABLE>
(1) The data points in this graph were calculated by Media
General Financial Services, Inc., Richmond, Virginia.
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Decisions concerning executive officer compensation for 1996 were made by
the full Board of Directors and by the Stock Option Committee and the Bonus
Committee. Directors Stephen A. Wynn, Richard D. Bronson and Daniel B. Wayson
are officers or former officers of the Company or its subsidiaries. Director
Elaine P. Wynn is the wife of Stephen A. Wynn.
In January 1996, a trust of which Stephen A. Wynn is the sole beneficiary
purchased an additional .68 acre of property underlying Mr. Wynn's personal
residence in the Company's Shadow Creek golf course from an indirect wholly
owned subsidiary of the Company. The purchase price was $170,000, which was
based on the per-acre appraised value paid by Mr. Wynn when he purchased his
original 3.99-acre parcel from the subsidiary in April 1993.
REPORT ON EXECUTIVE COMPENSATION
COMPENSATION POLICIES AND BASE SALARIES
Decisions concerning executive officers' base salaries and the award of
certain cash bonuses for 1996 were made by the full Board of Directors, based
upon the recommendations of the Company's Chief Executive Officer. Decisions
concerning the grant of stock options and the award of cash bonuses pursuant
to the Company's Amended and Restated 1994 Cash Bonus Plan (the "Bonus Plan")
to executive officers were made by the Stock Option Committee and the Bonus
Committee, respectively, and were similarly based upon the recommendations of
the Chief Executive Officer. The Company otherwise has no formal compensation
policies applicable to executive officers. The Chief Executive Officer's
recommendations in each case were based on his subjective evaluation of each
officer's (including his own) contribution to the Company and the level of
compensation necessary to adequately motivate and reward the officer. The
composition and amount of each item of executive compensation for 1996 (except
for compensation pursuant to the Bonus Plan discussed below) did not bear a
specific relationship to any particular measure of the Company's performance.
In addition to the Chief Executive Officer's Employment Agreement discussed
below, during 1996 three other executive officers (none of whom is a Named
Officer) were parties to employment agreements with the Company. Compensation
paid to such executive officers for 1996 was consistent with the terms of such
employment agreements.
STOCK OPTIONS
The Company's Stock Option and Stock Appreciation Rights Plans (the "Stock
Option 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 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 and Bonus Committees. Decisions concerning the grant of
stock options, including the individuals to whom options were granted and the
respective exercise prices and vesting periods, were made by the Stock Option
Committee based upon the recommendations of the Chief Executive Officer,
taking into consideration the recommendations of other members of senior
management. Such recommendations and decisions were made on a subjective basis
and did not bear a specific relationship to any particular measure of the
Company's performance. In 1996, stock options were granted to three executive
officers, including Mr. Levin. See "Executive Compensation -- Option Grants in
1996" for information concerning the stock options granted to Mr. Levin.
10
<PAGE>
CASH BONUSES
In addition to base salary and stock options, the other principal part of
the Company's executive compensation program consists of cash bonuses awarded
pursuant to the Bonus Plan, which was approved by the Company's stockholders
in May 1994. The Bonus Plan provides for an annual bonus pool equal to 5% of
the Company's consolidated earnings before depreciation, interest and taxes in
excess of $250,000,000. Out of the bonus pool, each executive officer is
eligible to receive a bonus of up to 50% of his annual base salary in effect
on March 31, 1994, the effective date of the Bonus Plan. The Bonus Plan is
administered by the Bonus Committee, which is composed of three non-employee
members of the Board of Directors. Decisions concerning the award of bonuses
pursuant to the Bonus Plan (within the above-described limitations) were made
by the Bonus Committee based upon the recommendations of the Chief Executive
Officer. Such recommendations and decisions were made on a subjective basis
and, except as noted above, did not bear a specific relationship to any
particular measure of the Company's performance. The Board of Directors, in
its discretion, may award cash bonuses in addition to those awarded by the
Bonus Committee under the Bonus Plan. Cash bonuses so awarded by the Board of
Directors to executive officers for 1996 were based upon the recommendations
of the Chief Executive Officer, which recommendations were made on a
subjective basis and did not bear a specific relationship to any particular
measure of the Company's performance. For 1996, bonuses were awarded to each
executive officer in amounts ranging from approximately 17% to 63% of annual
base salary. See "Executive Compensation -- Summary Compensation Table" for
information concerning bonuses awarded to the Named Officers.
OTHER COMPENSATION
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."
INTERNAL REVENUE CODE SECTION 162(m)
Section 162(m) of the Code eliminates the federal income tax deductibility
of most compensation exceeding $1,000,000 paid to the chief executive officer
or any of the four highest compensated executive officers (other than the
chief executive officer) 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 and compensation paid pursuant to a qualifying performance-
based plan such as the Bonus Plan and the Stock Option Plans. The Bonus Plan
was adopted in 1994 in response to the enactment of Section 162(m) in order to
permit the Company to continue deducting bonuses paid to the Chief Executive
Officer and other executive officers whose annual compensation exceeds
$1,000,000. In making compensation decisions, the Board of Directors takes
into account the effect of Section 162(m), although in appropriate
circumstances it may determine to award compensation to covered executive
officers which is not fully deductible by the Company by virtue of Section
162(m). The $125,000 bonus awarded by the Board of Directors to Mr. Shier for
1996 outside the Bonus Plan was not deductible by the Company as a result of
such limitation.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In 1996, 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 Agreement." The
amount of such salary was determined by the Board of Directors based upon the
Chief Executive Officer's recommendation. Such recommendation and
determination were made on a subjective basis and did not bear a specific
relationship to any particular measure of the Company's performance during
1996 or any prior period. In adopting the Chief Executive Officer's
recommendation, 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
11
<PAGE>
attributes to the Company's continued success, (3) the total stockholder
return obtained 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 of 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 former
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.
In 1996, the Chief Executive Officer was awarded a cash bonus of $1,250,000
(50% of his annual base salary) pursuant to the Bonus Plan. The amount of such
bonus was determined by the Bonus Committee based upon the recommendation of
the Chief Executive Officer. Such recommendation and determination were made
on a subjective basis, taking into account the Chief Executive Officer's
contributions to the Company and the amount necessary to adequately reward the
Chief Executive Officer, and did not bear a specific relationship to any
particular measure of the Company's performance during 1996.
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
BY THE STOCK OPTION COMMITTEE
Ronald M. Popeil
Melvin B. Wolzinger
George J. Mason
BY THE BONUS COMMITTEE
Ronald M. Popeil
Melvin B. Wolzinger
George J. Mason
12
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The committees of the Board of Directors are the Audit Committee, the Stock
Option Committee and the Bonus Committee. The Board of Directors has not
designated a nominating committee or a compensation committee.
The Audit Committee held nine meetings during 1996. 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
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 management letters,
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 Stock Option Committee took action by written consent on eight occasions
during 1996. The Stock Option Committee administers the Stock Option Plans.
Subject to the conditions set forth in the Stock Option Plans, the Stock
Option Committee has full and final authority to determine the number of stock
options or stock appreciation rights ("SARs") to be granted, the individuals
to whom and the time or times at which such options or SARs shall be granted
or be exercisable, their exercise prices and the terms and provisions of the
respective agreements to be entered into at the time of grant, which may vary.
The Bonus Committee took action by written consent on two occasions during
1996. The Bonus Committee administers the Bonus Plan. Subject to the
conditions set forth in the Bonus Plan, the Bonus Committee has full and final
authority to award cash bonuses pursuant to the Bonus Plan, to construe and
interpret the Bonus Plan, to adopt amendments to the Bonus Plan (subject to
stockholder approval in certain cases) and to make all other determinations
and take all other action deemed necessary or advisable for the proper
administration of the Bonus Plan.
The Board of Directors held 10 meetings during 1996. Each director except
for Mr. Bronson attended at least 75% of the aggregate number of meetings of
the Board of Directors and the committees on which he or she served.
13
<PAGE>
INDEPENDENT ACCOUNTANTS
The Company's independent accountants for 1996 were Arthur Andersen LLP
("AA"), which firm has been appointed to serve in such capacity for the
current year. A representative of AA 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.
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 1998 Annual Meeting
of Stockholders must submit such proposal sufficiently far in advance so that
it is received by the Company not later than December 19, 1997.
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>
MIRAGE RESORTS, INCORPORATED
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned appoints Ronald M. Popeil and Kenneth R. Wynn, 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 on the reverse, all the shares
of Common Stock of Mirage Resorts, Incorporated held of record by the
undersigned on March 31, 1997, at the Annual Meeting of Stockholders to be held
on May 29, 1997 or any adjournment thereof.
(Change of Address/Comments)
Election of Directors, Nominees: ----------------------------
George J. Mason, Daniel B. Wayson, ----------------------------
Melvin B. Wolzinger
----------------------------
----------------------------
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARE
UNLESS YOU SIGN AND RETURN THIS CARD.
-----------
SEE REVERSE
SIDE
-----------
[X] Please mark |
your |____
votes as this
example
FOR WITHHELD
1. Election [_] [_] 2. In their discretion, the
of Directors Proxies are authorized to
vote upon such other
business as may properly
come before the meeting.
FOR, except vote withheld from the following nominee(s):
- ---------------------------------------------------------------
SIGNATURE(S)__________________________________________DATE______________________
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.
