SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 7, 2022
Vail Resorts, Inc.
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction of|
Incorporation or Organization)
|390 Interlocken Crescent|
|(Address of Principal Executive Offices)||(Zip Code)|
|(Registrant’s telephone number, including area code)|
|(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 5.07 Submission of Matters to a Vote of Security Holders.
Vail Resorts, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on Wednesday, December 7, 2022. At the Annual Meeting, stockholders of the Company: (1) elected the ten 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, 2023; 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|| ||34,565,225||1,124,305||10,218||1,661,187|
|Robert A. Katz|| ||34,951,588||639,134||109,026||1,661,187|
|Kirsten A. Lynch||35,438,414||251,305||10,029||1,661,187|
|John T. Redmond||34,610,484||1,078,711||10,553||1,661,187|
|Michele Romanow|| ||35,594,663||94,844||10,241||1,661,187|
|Hilary A. Schneider ||35,249,072||440,405||10,271||1,661,187|
|D. Bruce Sewell||34,601,515||1,087,035||11,198||1,661,187|
|John F. Sorte||33,458,318||2,230,273||11,157||1,661,187|
|Peter A. Vaughn||34,701,226||987,828||10,694||1,661,187|
2. Ratification of Selection of Auditors.
|VOTES FOR|| ||VOTES AGAINST|| ||ABSTENTIONS|
3. Advisory Vote on Executive Compensation.
|VOTES FOR|| ||VOTES AGAINST|| ||ABSTENTIONS||BROKER NON-VOTES|
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, 2022||By:|
/s/ David T. Shapiro
|David T. Shapiro|
|Executive Vice President, General Counsel & Secretary|