Vail Resorts Annual Meeting: Director Elections, Pay Vote, Incentive Plan

Ticker: MTN · Form: DEF 14A · Filed: 2024-10-23T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance, executive-compensation

Related Tickers: MTN

TL;DR

Vail Resorts annual meeting Dec 5th - vote on directors, exec pay, and new incentive plan.

AI Summary

Vail Resorts, Inc. is holding its 2024 Annual Meeting of Stockholders on December 5, 2024, via a live virtual meeting. Key agenda items include electing twelve directors, ratifying PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2025, holding an advisory vote on executive compensation, and approving the 2024 Omnibus Incentive Plan.

Why It Matters

This meeting allows stockholders to vote on critical corporate governance matters, including the election of directors and executive compensation, directly impacting the company's leadership and future strategy.

Risk Assessment

Risk Level: low — This filing is a standard proxy statement for an annual shareholder meeting and does not contain unusual or high-risk information.

Key Numbers

Key Players & Entities

FAQ

When and how will the 2024 Annual Meeting of Stockholders be held?

The 2024 Annual Meeting of Stockholders will be held via a live virtual shareholder meeting on Wednesday, December 5, 2024, at 9:00 a.m., Mountain Time.

What is the primary purpose of the 2024 Annual Meeting?

The primary purposes include electing directors, ratifying the independent auditor, holding an advisory vote on executive compensation, and approving the 2024 Omnibus Incentive Plan.

Who has been selected as Vail Resorts' independent registered public accounting firm for the upcoming fiscal year?

PricewaterhouseCoopers LLP has been selected as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2025.

How many directors are proposed for election at the meeting?

Twelve directors are proposed for election to serve for a one-year term.

What is the name of the incentive plan being voted on?

The Vail Resorts, Inc. 2024 Omnibus Incentive Plan is being voted on for approval.

Filing Stats: 4,537 words · 18 min read · ~15 pages · Grade level 16.4 · Accepted 2024-10-23 16:06:14

Key Financial Figures

Filing Documents

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 27 Information as to Certain Stockholders 29 Corporate Governance 30 Corporate Governance Guidelines 30 Board Leadership and Lead Independent Director 30 Meetings of the Board 31 Executive Sessions 31 Director Nominations 31 Determinations Regarding Independence 32 Communications with the Board 32 Code of Ethics and Business Conduct 32 Risk Management 33 Compensation Risk Assessment 33 Committees of the Board 33 The Audit Committee 34 Audit Committee Report 35 The Compensation Committee 35 Compensation Committee Report 37 The Nominating & Governance Committee 38 The Executive Committee 38 Director Compensation 39 Director Compensation for Fiscal 202 4 39 Director Cash Compensation 40 Director Equity Compensation 41 Limited Director Perquisites and Personal Benefits 41 Stock Ownership Guidelines for Non-Employee Directors 41 Transactions with Related Persons 42 Related Party Transactions Policy and Procedures 42

Executive Compensation

Executive Compensation 43 Compensation Discussion and Analysis 43 Company Performance Highlights 43 Executive Summary of our Compensation Program 44 Key Objectives of Our Executive Compensation Program 47 Compensation Decision Process 48 Elements of Compensation 50 2024 Compensation Decisions 52 Other Executive Compensation Policies and Practices 56 Summary Compensation Table for Fiscal 2024 58 Grants of Plan-Based Awards in Fiscal 2024 60 Employment Agreements 61 Outstanding Equity Awards at Fiscal 2024 Year-End 62 Option Exercises and Stock Vested in Fiscal 2024 66 Nonqualified Deferred Compensation for Fiscal 2024 67 Potential Payments Upon Termination or Change-In Control 67 Securities Authorized for Issuance Under Equity Compensation Plans 72 Pay Ratio Disclosure 73 Pay Versus Performance Disclosure 74 Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm 80 Selection of Independent Registered Public Accounting Firm 80 Fees Billed to Vail Resorts by PricewaterhouseCoopers LLP during Fiscal 202 4 and Fiscal 202 3 80 Proposal 3. Advisory Vote to Approve Executive Compensation 82 Proposal 4. Vote to Approve the Vail Resorts, Inc. 2024 Omnibus Equity Plan 83 The Annual Meeting and Voting – Questions and Answers 93 Stockholder Proposals for 202 5 Annual Meeting 97 Householding of Proxy Materials 97 Other Matters 98 Appendix A 99 Appendix B 100 Who We Are We are the premier mountain resort company in the world and a leader in luxury, destination-based travel at iconic locations. We operate world-class destination mountain resorts, and regional ski areas, including Vail Mountain, Breckenridge, Park City Mountain, Whistler Blackcomb, Stowe, and 32 additional resorts across North America; Crans-Montana and Andermatt-Sedrun in Switzerland; and Perisher, Hotham, and Falls Creek in Australia. We are passionate about providing an Experience of a Li

Executive Compensation Highlights (see page 43 )

Executive Compensation Highlights (see page 43 ) Under our executive compensation program, a significant portion of the CEO's (approximately 85%) and other named executive officers' (approximately 66%) annual target total direct compensation is variable based upon our operating performance and/or our stock price, as shown below: CEO FISCAL 2024 TOTAL TARGET DIRECT COMPENSATION OTHER NEO FISCAL 2024 TOTAL TARGET DIRECT COMPENSATION (1) (1) Excludes compensation for Mr. Shapiro whose departure from the Company as Executive Vice President, General Counsel and Secretary was effective February 23, 2024. In addition, for fiscal 2024, we engaged in (or refrained from) certain pay practices with respect to our named executive officer compensation program that we believe align with market best practices: What We Do What We Don't Do Annual Advisory Vote to Approve Executive Compensation No Excessive Perquisites Independent Compensation Committee No Tax Gross-Ups on Perquisites, Except for Standard Relocation Benefits Significant Portion of Executive Compensation Tied to Performance No Excise Tax Gross-Ups Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives No Automatic Salary Increases or Guaranteed Bonuses Market Alignment of Compensation but with Greater Emphasis on At-Risk Compensation No "Single Trigger" Automatic Payments, Benefits, or Equity Vesting Upon a Change in Control Independent Compensation Consultant No Hedging or Pledging Clawback Policy No Equity Repricing Stock Ownership Guidelines No Pension Plans or SERPs Use of Tally Sheets Annual Risk Assessment 8 2024 Proxy Statement Table of Contents PROXY SUMMARY Voting Matters and Board Recommendation The following table summarizes the proposals to be considered at the annual meeting and the Board's voting recommendation with respect to each proposal. Management Proposals Board Vote Recommendation Page Reference 1 Election of the t

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