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, 2024
Vail Resorts, Inc.
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | | | | |
| Delaware | | 001-09614 | | 51-0291762 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | |
| 390 Interlocken Crescent | | | | |
| Broomfield, | Colorado | | | | 80021 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
| | | | | |
| (303) | 404-1800 |
| (Registrant’s telephone number, including area code) |
| | |
| Not Applicable |
| (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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.01 par value | MTN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Vail Resorts, Inc. 2024 Omnibus Incentive Plan
On September 25, 2024, upon the recommendation and approval of the Compensation Committee of the Board of Directors (the “Board”) of Vail Resorts, Inc. (the “Company”), the Board adopted the Vail Resorts, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”), subject to stockholder approval. At the 2024 Annual Meeting of Stockholders of the Company, held on December 5, 2024 (the “Annual Meeting”), the stockholders of the Company considered and approved the 2024 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. A description of the material terms of the 2024 Plan was included under “Proposal 4 - Vote to Approve the Vail Resorts, Inc. 2024 Omnibus Incentive Plan” in the Company’s definitive proxy statement relating to the Annual Meeting as filed with the Securities and Exchange Commission on October 23, 2024, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on Thursday, December 5, 2024. At the Annual Meeting, stockholders of the Company: (1) elected the twelve director nominees named in the proxy statement and listed below; (2) ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending July 31, 2025; (3) on an advisory basis, voted to approve the compensation of the Company’s named executive officers; and (4) voted to approve the Vail Resorts, Inc. 2024 Omnibus Incentive Plan. The final voting results by the Company’s stockholders on these matters at the Annual Meeting are as follows:
1. Election of Directors.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| NOMINEE | | VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| Reginald Chambers | | 32,985,403 | | 29,738 | | 498,443 | | 1,937,541 |
| Susan L. Decker | | 32,853,070 | | 162,326 | | 498,188 | | 1,937,541 |
| Robert A. Katz | | 33,120,941 | | 357,275 | | 35,368 | | 1,937,541 |
| Iris Knobloch | | 31,487,208 | | 1,526,712 | | 499,664 | | 1,937,541 |
| Kirsten A. Lynch | | 32,745,188 | | 269,801 | | 498,595 | | 1,937,541 |
| Nadia N. Rawlinson | | 32,860,587 | | 154,615 | | 498,382 | | 1,937,541 |
| John Redmond | | 32,695,957 | | 782,008 | | 35,619 | | 1,937,541 |
| Michele Romanow | | 32,927,061 | | 88,556 | | 497,967 | | 1,937,541 |
| Hilary Schneider | | 32,706,726 | | 308,455 | | 498,403 | | 1,937,541 |
| D. Bruce Sewell | | 32,610,325 | | 404,801 | | 498,458 | | 1,937,541 |
| John F. Sorte | | 32,539,255 | | 475,848 | | 498,481 | | 1,937,541 |
| Peter A. Vaughn | | 32,434,701 | | 580,463 | | 498,420 | | 1,937,541 |
2. Ratification of Selection of Auditors.
| | | | | | | | | | | | | | |
| VOTES FOR | | VOTES AGAINST | | ABSTENTIONS |
| 35,106,933 | | 319,023 | | 25,169 |
3. Advisory Vote on Executive Compensation ("Say-on-Pay").
| | | | | | | | | | | | | | | | | | | | |
| VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| 32,916,634 | | 565,177 | | 31,773 | | 1,937,541 |
4. Vote to Approve the Vail Resorts, Inc. 2024 Omnibus Incentive Plan.
| | | | | | | | | | | | | | | | | | | | |
| VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| 33,094,452 | | 389,479 | | 29,653 | | 1,937,541 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| 10.1 | |
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.
| | | | | | | | |
| | Vail Resorts, Inc. |
| Date: December 9, 2024 | By: |
/s/ Julie DeCecco |
| | Julie DeCecco |
| | Executive Vice President,
General Counsel & Chief Public Affairs Officer |
