Vail Resorts Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine Company nominees to serve one-year terms expiring at the 2027 annual meeting; the filing also identifies four Oasis nominees and one Meyer nominee in the contested election.

2. 2

   Ratification of PricewaterhouseCoopers LLP as Independent Auditor

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2027.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   The proposal asks shareholders to approve, on an advisory and non-binding basis, compensation paid to Vail Resorts’ named executive officers. The resolution covers the compensation discussion and analysis, compensation tables, and related narrative disclosure in the proxy statement. Management says the program is designed around pay-for-performance and links annual and long-term incentives to specified objectives or stock performance. The program also uses substantial equity compensation to align executives’ interests with shareholders and support retention. Fiscal 2026 compensation included annual incentives tied primarily to Resort Reported EBITDA and equity awards consisting of RSUs and SARs, including premium SARs for the CEO. The Company notes that approximately 97% of votes cast supported its say-on-pay proposal at the 2025 annual meeting. The proposal is particularly notable because fiscal 2026 included difficult operating conditions, lower net income and EBITDA, and the return of Robert A. Katz as CEO, while the compensation program continued to emphasize variable and at-risk pay. The Compensation Committee considered shareholder support in maintaining the program and will consider the advisory vote’s outcome in future compensation decisions. The Board unanimously recommends a vote FOR approval.

4. 4

   Approval of Amendment to the Vail Resorts, Inc. 2024 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve an amendment increasing the shares reserved for awards under the 2024 Omnibus Incentive Plan by 750,000, from 1,500,000 to 2,250,000 shares.

   More detail

   The proposal asks shareholders to approve an amendment to increase the 2024 Omnibus Incentive Plan reserve by 750,000 shares, from 1,500,000 to 2,250,000. Management states that no other material Plan terms would change. The additional capacity is intended to support future grants used to attract, motivate, and retain employees, directors, consultants, and other service providers. The Company also presents equity awards as a mechanism for aligning participants’ interests with shareholders and linking compensation to performance. Vail Resorts granted 561,856 shares during fiscal 2026, and says utilization increased because of executive turnover, larger grant values, and stock-price effects. As of October 19, 2026, 406,093 shares remained available before the proposed increase, which would raise availability to 1,156,093 shares. The additional shares would represent approximately 2.10% of outstanding common stock and increase estimated overhang from 6.12% to 7.71%. Management highlights safeguards including a one-for-one share-counting approach, no evergreen provision, minimum vesting requirements, prohibitions on discounted options and SARs, and no repricing without shareholder approval. The amendment also requires shareholder approval to satisfy NYSE requirements and preserve the ability to grant incentive stock options under Section 422 of the Internal Revenue Code. The Board recommends voting FOR the amendment.

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When is the Vail Resorts Inc 2026 annual meeting?

Vail Resorts Inc (MTN) holds its 2026 annual shareholder meeting on Monday, December 14, 2026.

What is the record date for the Vail Resorts Inc 2026 meeting?

The record date for the Vail Resorts Inc 2026 meeting is Monday, October 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Vail Resorts Inc's 2026 meeting?

The board is presenting 9 director nominees at the Vail Resorts Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Vail Resorts Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Vail Resorts Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.