Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 8, 2021
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 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.
The Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on Wednesday, December 8, 2021. 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, 2022; 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
34,990,204
1,288,634
63,191
1,220,142
Robert A. Katz
35,687,786
521,852
132,391
1,220,142
Kirsten A. Lynch
36,111,702
167,269
63,058
1,220,142
Nadia Rawlinson
36,068,163
210,693
63,173
1,220,142
John T. Redmond
35,202,948
1,075,400
63,681
1,220,142
Michele Romanow
36,067,498
211,370
63,161
1,220,142
Hilary A. Schneider
35,843,863
435,105
63,061
1,220,142
D. Bruce Sewell
36,173,476
105,066
63,487
1,220,142
John F. Sorte
34,738,696
1,539,629
63,704
1,220,142
Peter A. Vaughn
36,262,245
16,064
63,720
1,220,142
2. Ratification of Selection of Auditors.
VOTES FOR
VOTES AGAINST
ABSTENTIONS
37,284,453
219,082
58,636
3. Advisory Vote on Executive Compensation.
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
33,212,021
3,062,384
67,624
1,220,142
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 10, 2021
By:
/s/ David T. Shapiro
David T. Shapiro
Executive Vice President, General Counsel & Secretary