Vail Resorts, Inc. (NYSE:MTN) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
Vail Resorts, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on Wednesday, December 6, 2017. 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 July31, 2018; (3) on an advisory basis, voted to approve the compensation of the Company’s named executive officers; and (4) on an advisory basis, voted in favor of a one-year frequency of future advisory votes to approve executive compensation. 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 |
34,646,167 |
61,853 |
30,952 |
2,170,380 |
|
Roland A. Hernandez |
33,249,392 |
1,458,262 |
31,318 |
2,170,380 |
|
Robert A. Katz |
33,900,500 |
796,620 |
41,852 |
2,170,380 |
|
John T. Redmond |
34,646,303 |
61,272 |
31,397 |
2,170,380 |
|
Michele Romanow |
34,644,688 |
63,205 |
31,079 |
2,170,380 |
|
Hilary A. Schneider |
34,645,427 |
62,129 |
31,416 |
2,170,380 |
|
D. Bruce Sewell |
34,650,819 |
56,798 |
31,355 |
2,170,380 |
|
John F. Sorte |
33,975,494 |
732,024 |
31,454 |
2,170,380 |
|
Peter A. Vaughn |
34,645,394 |
62,197 |
31,381 |
2,170,380 |
2. Ratification of Selection of Auditors.
|
VOTES FOR |
VOTES AGAINST |
ABSTENTIONS |
|
36,433,456 |
440,435 |
35,461 |
3. Advisory Vote on Executive Compensation (“Say-on-Pay”).
|
VOTES FOR |
VOTES AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
|
34,026,442 |
673,145 |
39,385 |
2,170,380 |
4. Advisory Vote on the Frequency of Future Votes on Executive Compensation (“Say-on-Frequency”).
|
ONE YEAR |
TWO YEARS |
THREE YEARS |
ABSTENTIONS |
BROKER NON-VOTES |
|
32,354,890 |
9,588 |
2,354,895 |
19,599 |
2,170,380 |
In light of the outcome of our advisory vote on Say-on-Frequency, and consistent with the Board’s recommendation, the Board has determined that the Company will hold an advisory vote on Say-on-Pay every year until the next required Say-on-Frequency vote, which is required at least once every six years.
About Vail Resorts, Inc. (NYSE:MTN)
Vail Resorts, Inc. is a holding company. The Company operates through three segments: Mountain, Lodging and Real Estate. Its Mountain segment operates over 10 mountain resort properties and approximately three urban ski areas, as well as ancillary services, primarily including, ski school, dining, and retail/rental operations. It operates mountain resorts and urban ski areas, such as Whistler Blackcomb in British Columbia, Canada. In the Lodging segment, it owns and/or manages a collection of luxury hotels and condominiums under its RockResorts brand, as well as other lodging properties and various condominiums; National Park Service (NPS) concessionaire properties, including the Grand Teton Lodge Company (GTLC), which operates destination resorts in Grand Teton National Park; Colorado Mountain Express (CME), and mountain resort golf courses. Its Real Estate segment owns, develops and sells real estate in and around its resort communities.
