UPDATE 1-Okada resigns from Wynn Resorts board

Thu Feb 21, 2013 3:45pm EST

By Sue Zeidler

LOS ANGELES Feb 21 (Reuters) - Dissident Wynn Resorts Ltd shareholder Kazuo Okada resigned on Thursday from the casino giant's board, one day before a scheduled special shareholder meeting to vote on his removal.

The Japanese billionaire submitted his resignation in a letter, his lawyers said. His exit from the board is the latest twist in a year-long legal battle between Wynn Chief Executive Steve Wynn and his one-time partner and largest investor.

It also follows last week's rejection by a federal judge of Okada's bid to block the shareholder vote. Okada's Universal Entertainment was Wynn's largest shareholder until Feb. 18, 2012, when the board forceably redeemed its 19.75 percent stake.

On Thursday, Okada said in a statement that despite his resignation, he will continue his legal battle in Nevada state court to fight the redemption and to clear his name.

"I remain determined to fight Steve Wynn's involuntary redemption of my nearly 20 percent stake in Wynn Resorts at a 30 percent discount and my resignation from the Wynn Resorts Board will not impede me from protecting my good name and reputation," Okada said in a release.

Wynn said it will still hold the meeting, as planned, tomorrow. Preliminary results received to date show that 99.7 percent of the shares voted have voted for Okada's removal, the company said in a statement.

Wynn also said that as a result of Okada's resignation, the Wynn board will be reduced to eight directors, including six independent directors, it said.

Federal Judge James Mahan ruled last week against the Japanese investor's contention that Wynn had given its shareholders a "grotesquely slanted proxy riddled with material misrepresentations."

In regulatory filings, Wynn has said it redeemed Okada's shares based on findings in an independent report by former FBI Director Louis Freeh that concluded Okada engaged in improper conduct with cash payments and gifts to Filipino gaming authorities.

Okada has denied the allegations.

In a court filing last year, Okada said the Freeh report did not show anything that "could pose a legitimate and imminent danger to Wynn Resorts' gaming licenses."

Independent shareholder proxy advisory firms ISS and Glass Lewis recommended that Wynn shareholders vote to remove Okada from the board.

In December, Okada and his Universal Entertainment Corp filed a libel action against Thomson Reuters and others over news articles relating to payments Universal made to an ex-consultant to the Philippine gaming authority. .