Vail Resorts board turnover: two directors not seeking re-election; committees retained through term

Rhea-AI Filing Summary

Vail Resorts, Inc. reported that directors John F. Sorte and John T. Redmond informed the company's Board on September 25, 2025 that they will not stand for re-election at the end of their current terms at the 2025 Annual Meeting of Stockholders. Until their terms end not due to any disagreement with the company on operations, policies, or practices. A press release dated September 29, 2025 is attached as Exhibit 99.1.

Positive

• Voluntary departures reported as not due to disagreements, reducing immediate governance concern
• Committee continuity preserved until term end with both directors remaining on key committees

Negative

• Board turnover—two directors will not seek re-election, reducing board continuity after the Annual Meeting
• No successors disclosed in the filing, leaving timing and qualifications of replacements unclear

Insights

Corporate Governance Expert

TL;DR Two long-standing directors will leave at term end; departures are voluntary and stated as non-disputative.

The departures of John F. Sorte and John T. Redmond are presented as voluntary and without disagreement, which lowers immediate governance risk. Both will remain on key committees until term end or until the Board decides otherwise, supporting continuity on audit and governance oversight during the transition. The company disclosed a press release as Exhibit 99.1 to inform stakeholders. This is a routine board turnover event with limited operational implications based on the filing's assertions.

Board/Corporate Secretary Specialist

TL;DR Board composition will change after the 2025 Annual Meeting; interim committee coverage maintained.

The notice of not standing for re-election is standard practice for orderly succession planning. The fact that both directors will continue committee service through their terms helps preserve committee functionality, particularly for the Audit Committee. The filing does not disclose replacements, timing for nominations, or reasons beyond voluntariness, so stakeholders should look to the company for successor nominations and any committee reassignments in upcoming proxy materials or announcements.

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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): September 25, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2025, John F. Sorte and John T. Redmond communicated to the Board of Directors (the “Board”) of Vail Resorts, Inc. (the “Company”) their intention not to stand for re-election to the Board at the end of their current terms, which end on the date of the Company’s 2025 Annual Meeting of Stockholders (“Annual Meeting”). Mr. Sorte will continue to serve on the Board’s Audit Committee, Executive Committee, and Nominating & Governance Committee, and Mr. Redmond will continue to serve on the Board’s Audit Committee, until the earlier of the Board determining otherwise, or the end of their current terms.

Neither Mr. Sorte’s nor Mr. Redmond’s decision not to seek re-election was due to any disagreement with the Company on any matter relating to operations, policies, or practices.

On September 29, 2025, the Company issued a press release regarding Messrs. Sorte’s and Redmond’s resignations from the Board, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release, dated September 29, 2025, Vail Resorts Announces Board of Directors Transitions.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 29, 2025			By:			/s/ Julie A. DeCecco
						Julie A. DeCecco
						Executive Vice President, General Counsel and Chief Public Affairs Officer

FAQ

What did Vail Resorts (MTN) announce about directors John F. Sorte and John T. Redmond?

The company announced both directors informed the Board they will not stand for re-election at the 2025 Annual Meeting and will remain on specified committees until their terms end.

Will Sorte and Redmond continue serving on Vail Resorts' committees?

Yes. Mr. Sorte will continue on the Audit Committee, Executive Committee, and Nominating & Governance Committee; Mr. Redmond will continue on the Audit Committee until the Board acts or their terms end.

Did the filing say their departures were due to any disagreements with the company?

No. The filing explicitly states neither decision was due to any disagreement with the company on operations, policies, or practices.

Is there a press release related to these resignations?

Yes. The company issued a press release on September 29, 2025, attached as Exhibit 99.1 to the Current Report.

Does the filing identify replacements for the departing directors?

No. The filing does not disclose any successor nominations or replacements.