Vail Resorts (NYSE: MTN) investors approve board slate, PwC as auditor and say-on-pay

Rhea-AI Filing Summary

Vail Resorts, Inc. reported the results of its Annual Meeting held on December 9, 2025. Stockholders elected all nine director nominees, including Reginald Chambers, Susan L. Decker, Robert A. Katz and others, each receiving over 29.7 million votes for and relatively few votes against.

Stockholders also ratified the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending July 31, 2026, with 32,953,909 votes for and 782,785 against. In addition, on an advisory basis, investors approved the compensation of the company’s named executive officers, with 30,133,974 votes for and 1,035,376 against, indicating broad support for current executive pay practices.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

false000081201100008120112025-12-092025-12-09

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 9, 2025

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 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 Annual Meeting on Tuesday, December 9, 2025. 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 July 31, 2026; 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
Reginald Chambers						30,637,383						555,406						81,626						2,538,443
Susan L. Decker						30,555,353						638,893						80,169						2,538,443
Robert A. Katz						30,373,269						803,479						97,667						2,538,443
Iris Knobloch						30,333,634						859,308						81,473						2,538,443
Nadia N. Rawlinson						30,444,899						749,735						79,781						2,538,443
Michele Romanow						30,631,695						562,968						79,752						2,538,443
Hilary Schneider						30,367,390						825,551						81,474						2,538,443
D. Bruce Sewell						30,234,008						960,498						79,909						2,538,443
Peter A. Vaughn						29,759,296						1,434,842						80,277						2,538,443

 2.     Ratification of Selection of Auditors.

VOTES FOR						VOTES AGAINST						ABSTENTIONS
32,953,909						782,785						76,164

3.     Advisory Vote on Executive Compensation ("Say-on-Pay").

VOTES FOR						VOTES AGAINST						ABSTENTIONS						BROKER NON-VOTES
30,133,974						1,035,376						105,065						2,538,443

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, 2025			By:			/s/ Julie DeCecco
						Julie DeCecco
						Executive Vice President, General Counsel & Chief Public Affairs Officer

FAQ

What did Vail Resorts (MTN) stockholders vote on at the 2025 Annual Meeting?

Stockholders elected nine directors, ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending July 31, 2026, and gave advisory approval of executive compensation.

Were all Vail Resorts (MTN) director nominees elected in 2025?

Yes. All nine director nominees, including Reginald Chambers, Susan L. Decker, Robert A. Katz and others, were elected with strong majorities of votes for compared with votes against.

Which audit firm did Vail Resorts (MTN) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Vail Resorts’ independent registered public accounting firm for the fiscal year ending July 31, 2026, with 32,953,909 votes for and 782,785 against.

How did Vail Resorts (MTN) investors vote on executive compensation in 2025?

On an advisory "say-on-pay" basis, stockholders approved the compensation of Vail Resorts’ named executive officers, with 30,133,974 votes for, 1,035,376 against and 105,065 abstentions, plus 2,538,443 broker non-votes.

What were the approximate vote levels for Vail Resorts (MTN) director Reginald Chambers?

Reginald Chambers received 30,637,383 votes for, 555,406 against and 81,626 abstentions, with 2,538,443 broker non-votes, indicating strong stockholder support.

Does the 2025 Vail Resorts (MTN) 8-K indicate any change in auditors or board control?

No changes are indicated. Stockholders ratified the existing auditor, PricewaterhouseCoopers LLP, and re-elected the full slate of director nominees, suggesting continuity in oversight and governance.