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 4, 2015

 

Vail Resorts, Inc.

(Exact name of registrant as specified in its Charter)

 

Delaware

 

001-09614

 

51-0291762

(State or other jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
No.)

 

390 Interlocken Crescent, Suite 1000
Broomfield, Colorado

 

80021

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (303) 404-1800

 

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Adoption of Vail Resorts, Inc. 2015 Omnibus Incentive Plan

 

On September 25, 2015, upon the recommendation and approval of the Compensation Committee of the Board of Directors (the “Board”) of Vail Resorts, Inc. (the “Company”), the Board adopted the Vail Resorts, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”), subject to stockholder approval.  At the 2015 Annual Meeting of Stockholders of the Company, held on December 4, 2015 (the “Annual Meeting”), the stockholders of the Company considered and approved the 2015 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.  A description of the material terms of the 2015 Plan was included under “Proposal 3-Approval of the Vail Resorts, Inc. 2015 Omnibus Incentive Plan” in the Company’s definitive proxy statement relating to the Annual Meeting as filed with the Securities and Exchange Commission on October 22, 2015, and is incorporated herein by reference.

 

Adoption of Revised Forms of Restricted Share Unit Agreement and Share Appreciation Rights Agreement

 

On December 4, 2015, the Board approved and adopted revised forms of Restricted Share Unit Agreement and Share Appreciation Rights Agreement (each a “Revised Form Agreement” and together, the “Revised Form Agreements”) to be used in connection with future grants of restricted share units and share appreciation rights under the 2015 Plan.  Copies of the Revised Form Agreements are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.

 

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

 

On December 4, 2015, the Company held the Annual Meeting. At the Annual Meeting, stockholders considered:  (1) the election of the eight director nominees named in the proxy statement; (2) an advisory resolution to approve the compensation of the Company’s named executive officers; (3) approval of the 2015 Plan; and (4) the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2016. The Company’s stockholders voted as follows on these matters:

 

1.              The Company’s stockholders elected the eight director nominees named in the proxy statement with the following votes:

 

NOMINEE

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-
VOTES

 

Susan L. Decker

 

33,377,381

 

94,317

 

4,942

 

1,422,124

 

Roland A. Hernandez

 

29,394,317

 

4,077,183

 

5,140

 

1,422,124

 

Robert A. Katz

 

32,930,177

 

536,295

 

10,168

 

1,422,124

 

John T. Redmond

 

33,466,018

 

5,640

 

4,982

 

1,422,124

 

Hilary A. Schneider

 

33,447,284

 

24,469

 

4,887

 

1,422,124

 

D. Bruce Sewell

 

33,465,323

 

6,259

 

5,058

 

1,422,124

 

John F. Sorte

 

33,308,942

 

162,624

 

5,074

 

1,422,124

 

Peter A. Vaughn

 

33,446,948

 

24,724

 

4,968

 

1,422,124

 

 

2



 

2.              The Company’s stockholders approved the advisory resolution to approve the compensation of the Company’s named executive officers with the following votes:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-
VOTES

 

33,190,158

 

277,657

 

8,825

 

1,422,124

 

 

3.              The Company’s stockholders approved the 2015 Plan with the following votes:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-
VOTES

 

26,382,399

 

7,086,081

 

8,160

 

1,422,124

 

 

4.              The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2016 with the following votes:

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-
VOTES

 

34,783,266

 

99,299

 

16,199

 

 

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit No.

 

Description

10.1

 

Vail Resorts, Inc. 2015 Omnibus Incentive Plan

10.2

 

Form of Restricted Share Unit Agreement

10.3

 

Form of Share Appreciation Rights Agreement

 

3



 

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, 2015

By:

/s/ David T. Shapiro

 

 

David T. Shapiro

 

 

Executive Vice President, General Counsel &
Secretary

 

4