Vail Resorts, Inc. (MTN)
NYSE: MTN · Real-Time Price · USD
120.55
+1.53 (1.29%)
Apr 27, 2026, 4:00 PM EDT - Market closed
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AGM 2024

Dec 5, 2024

Julie DeCecco
EVP and General Counsel, Vail Resorts

Good morning and welcome to the 2024 Annual Stockholders Meetings of Vail Resorts Inc. My name is Julie DeCecco, and I am the Executive Vice President, General Counsel, and Chief Public Affairs Officer of Vail Resorts. At this time, I will go through the instructions that will allow stockholders and proxy holders to vote during the meeting and submit questions. If you are a stockholder of record as of October 8, 2024, which we refer to as the record date, and wish to vote during the meeting, you may click on the "Vote Here" button and follow the instructions provided.

If you wish to submit a question relating to the proposal set forth in the proxy statement, type your question into the "Ask a Question" field and click "Submit." Because our earnings for Q1 of fiscal 2025 will be released Monday, December 9, 2024, at this meeting, we will only address questions that relate to the proposal set forth in the proxy statement. If you encounter any difficulties accessing the virtual meeting, call 844-986-0822 for U.S. participants and 303-562-9302 for international participants. It is my pleasure to now turn the meeting over to Rob Katz, the Executive Chairperson of the Board of Vail Resorts.

Rob Katz
Executive Chairperson, Vail Resorts

Thank you, Julie, and good morning, everyone. We're glad that you could join us for our annual meeting of stockholders. The annual meeting is now called to order. I will act as Chair of the meeting, and Ms. DeCecco will act as Secretary. Let me first start by introducing our Board of Directors attending the virtual meeting today. Our directors joining us are Reggie Chambers, Sue Decker, Iris Knobloch, our Chief Executive Officer, Kirsten Lynch, Nadia Rawlinson, John Redmond, Michele Romanow, Hilary Schneider, Bruce Sewell, John Sorte, and Peter Vaughn. I would also like to introduce the other members of our senior management team who are in the meeting with us today.

Our members joining us are Courtney Goldstein, our Executive Vice President and Chief Marketing Officer. Angela Korch, our Executive Vice President and Chief Financial Officer. Lynanne Kunkel, our Executive Vice President, Chief Human Resource Officer, and Chief Transformation Officer. Bill Rock, our President of the Mountain Division. Greg Sullivan, our Executive Vice President, Retail and Hospitality. And Chris Smith, our Senior Vice President and Chief Information Officer. Mary Ellen Campbell, a representative of PricewaterhouseCoopers LLP, our independent registered public accounting firm, is also present at this meeting. As a reminder, we will conduct this meeting in accordance with the agenda and the rules of conduct and procedures, which are available to you on the webcast page.

Ms. DeCecco, will you verify that you have the list of stockholders of the company entitled to vote, confirm that notice of this annual meeting was properly given to all stockholders, and whether a quorum is present?

Julie DeCecco
EVP and General Counsel, Vail Resorts

Thank you, Rob. At this time, I have complete lists of all stockholders of record as of the record date, showing their respective addresses and the number of shares held by each. These lists have been certified by Equiniti Trust Company, the transfer agent, and registrar for our common stock. This list is available to shareholders at any time during this meeting at the registered shareholder link found on the webcast page. I also present the notice of annual meeting, the proxy statement, the 2024 annual report on Form 10-K, and the form of proxy, which were distributed by Broadridge Financial Solutions beginning on or about October 23, 2024, to the stockholders of record as of the record date.

I have an affidavit sworn to by a representative of Broadridge stating that a notice of internet availability of proxy materials was distributed beginning on or about October 23, 2024, to all stockholders of record as of the record date, and that as of such date, all such materials were posted on the website and available to all stockholders. These documents and the certified list of stockholders as of the record date will be filed within minutes of this annual meeting. Finally, we have a preliminary attendance report from Ms. Christine Amrein on behalf of Broadridge, who has been appointed and previously sworn in as the Inspector of Election for this annual meeting. The Inspector previously reported that we have represented in person or by proxy a sufficient number of the company's common stock to constitute a quorum.

Rob Katz
Executive Chairperson, Vail Resorts

Thank you. On the basis of this attendance report, I declare that a quorum is present and that this annual meeting is duly convened. I will now turn the meeting over to Ms. DeCecco, who will introduce and request the vote on the items of business for today's meeting.

Julie DeCecco
EVP and General Counsel, Vail Resorts

As stated in the proxy statement, there are four items of business scheduled for action at this annual meeting. We will answer questions limited to these items. Mr. Katz opens the meeting to questions. No director nominations or other stockholder proposals were received in accordance with the advance notice provisions in the company's bylaws or the rules of the SEC, so no additional nominations or proposals will be considered at this meeting. Proposal number one: Election of Directors. The first item of business is the election of directors. The following 12 persons have been properly nominated for election as directors to serve until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified. The director nominees are Reggie Chambers, Sue Decker, Rob Katz, Iris Knobloch, Kirsten Lynch, Nadia Rawlinson, John Redmond, Michele Romanow, Hilary Schneider, Bruce Sewell, John Sorte, and Peter Vaughn.

All of our nominees are currently serving as directors of Vail Resorts. The Board of Directors recommends a vote for each of the nominees. Proposal number two: Ratification of PricewaterhouseCoopers. The second item of business is the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending July 31, 2025. The proposal is discussed in the company's proxy statement. The Board of Directors recommends a vote for this proposal. Proposal number three: Advisory vote to approve executive compensation. The third item of business is a vote to approve on an advisory basis the resolution approving the compensation of our executive officers as reported in the proxy statement. The Board of Directors recommends a vote for this proposal. Proposal four: Vote to approve the Vail Resorts Inc. 2024 Omnibus Incentive Plan.

The final item of business is to vote to approve the Vail Resorts Inc. 2024 Omnibus Incentive Plan as discussed in the proxy statement. The Board of Directors recommends a vote for this proposal. Polls are now open for voting on all matters presented. Stockholders of record who wish to vote during the meeting may click on the "Vote Here" button on the screen and follow the instructions provided. If you have already voted your shares, then there is no need to vote again unless you wish to change your vote. If you would like to vote your shares or change your vote, you may do so while the polls are open by following the instructions on your screen. The polls will be closing to voting after we finish the question-and-answer session, so please cast your vote by that time.

If you have already submitted a proxy, there is no need to cast a vote. At this time, I would like to turn the meeting back over to Mr. Katz.

Rob Katz
Executive Chairperson, Vail Resorts

Thank you, Ms. DeCecco. Now, I would like to open the meeting to anyone who would like to pose a question to the company regarding the items of business scheduled for action at this meeting. You may type your question into the "Ask a Question" field and click "Submit." Since there are no questions, I declare the polls are now closed and ask that the Inspector of Elections tabulate the vote. Ms. DeCecco, will you please report the results of the voting?

Julie DeCecco
EVP and General Counsel, Vail Resorts

Thank you, Mr. Katz. We have received a preliminary tabulation report from the Inspector of Election, and the results of voting are as follows. In the election of directors, each nominee received at least a majority of the votes cast for his or her election. Therefore, each of the 12 nominees listed in the company's proxy statement have been elected as directors of the company to serve until the 2025 annual meeting of stockholders and until their successors have been duly elected and qualified. With respect to the ratification of the selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending July 31, 2025, a majority of the votes cast on this matter have been voted in favor, and therefore, the selection is ratified.

With respect to the non-binding advisory vote to approve executive compensation, a majority of votes cast on this matter have been voted in favor of approving the executive compensation as set forth in the proxy statement, and therefore, the advisory resolution on executive compensation is approved. With respect to the vote on the Vail Resorts Inc. 2024 Omnibus Incentive Plan, a majority of votes cast on this matter have been voted in favor of approving the plan as set forth in the proxy statement, and therefore, the plan is approved. The final voting results of today's meeting will be published in a current report on Form 8-K, which will be filed with the Securities and Exchange Commission no later than four business days from today.

Rob Katz
Executive Chairperson, Vail Resorts

This completes the scheduled items of business to be considered at this meeting. I want to take this opportunity to thank you for your participation. The annual meeting is now adjourned. Have a great rest of your day.

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