Vail Resorts (MTN) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  December 5, 2014

Vail Resorts, Inc.

(Exact name of registrant as specified in its Charter)

Delaware	001-09614	51-0291762
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

390 Interlocken Crescent Broomfield, Colorado	80021
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (303) 404-1800

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.  Submission of Matters to a Vote of Security Holders.

On December 5, 2014, Vail Resorts, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered:  (1) the election of the eight director nominees named in the proxy statement; (2) an advisory resolution to approve the compensation of the Company's named executive officers; (3) re-approval of the material terms for payment of performance-based incentive compensation for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986; and (4) the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2015. The Company's stockholders voted as follows on these matters:

1.The Company's stockholders elected the eight director nominees named in the proxy statement with the following votes:

NOMINEE	FOR	AGAINST	ABSTAIN	BROKER NON- VOTES
Roland A. Hernandez	29,426,771	3,976,644	1,638	1,362,130
Robert A. Katz	33,070,351	333,459	1,243	1,362,130
Richard D. Kincaid	33,391,178	12,280	1,595	1,362,130
John T. Redmond	33,396,947	6,511	1,595	1,362,130
Hilary A. Schneider	33,397,200	6,317	1,536	1,362,130
D. Bruce Sewell	33,396,391	7,106	1,556	1,362,130
John F. Sorte	33,247,105	156,691	1,257	1,362,130
Peter A. Vaughn	33,396,913	6,585	1,555	1,362,130

2.The Company's stockholders approved the advisory resolution to approve the compensation of the Company's named executive officers with the following votes:

FOR	AGAINST	ABSTAIN	BROKER NON- VOTES
33,368,171	32,180	4,702	1,362,130

3.The Company's stockholders re-approved the material terms for payment of performance-based incentive compensation for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986 with the following votes:

FOR	AGAINST	ABSTAIN	BROKER NON- VOTES
33,201,811	197,312	5,930	1,362,130

 4.The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2015 with the following votes:

FOR	AGAINST	ABSTAIN	BROKER NON- VOTES
34,553,203	210,840	3,140	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	Vail Resorts, Inc.
Date: December 10, 2014	By:	/s/ Randall E. Mehrberg
			Randall E. Mehrberg
			Executive Vice President & General Counsel

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