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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 3, 2020

Vail Resorts, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware			51-0291762
(State or Other Jurisdiction of Incorporation or Organization)			(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 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. ¨

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

 

The Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, December 3, 2020. At the Annual Meeting, stockholders of the Company:  (1) elected the nine 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, 2021; and (3) on an advisory basis, voted to approve the compensation of the Company’s named executive officers. 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
Susan L. Decker		35,192,275		560,857		11,741		1,567,013
Robert A. Katz		33,589,425		923,962		1,251,486		1,567,013
Nadia Rawlinson		35,741,247		11,342		12,284		1,567,013
John T. Redmond		35,082,101		670,511		12,261		1,567,013
Michele Romanow		35,743,979		9,341		11,553		1,567,013
Hilary A. Schneider		35,744,238		9,072		11,563		1,567,013
D. Bruce Sewell		34,489,532		1,262,833		12,508		1,567,013
John F. Sorte		34,677,099		1,075,509		12,265		1,567,013
Peter A. Vaughn		35,740,827		11,505		12,541		1,567,013

 2.     Ratification of Selection of Auditors.

VOTES FOR		VOTES AGAINST		ABSTENTIONS
37,130,906		190,470		10,510

3.     Advisory Vote on Executive Compensation.

VOTES FOR		VOTES AGAINST		ABSTENTIONS		BROKER NON-VOTES
34,413,157		1,169,270		182,446		1,567,013

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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 7, 2020	By:	/s/ David T. Shapiro
		David T. Shapiro
		Executive Vice President, General Counsel & Secretary