Document


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 6, 2017

Vail Resorts, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
 
001-09614
 
51-0291762
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
390 Interlocken Crescent
Broomfield, Colorado
 
 
 
80021
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
 
 
 
 
 
Registrant's telephone number, including area code: (303) 404-1800

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
 
Vail Resorts, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on Wednesday, December 6, 2017. 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, 2018; (3) on an advisory basis, voted to approve the compensation of the Company’s named executive officers; and (4) on an advisory basis, voted in favor of a one-year frequency of future advisory votes to approve executive compensation. 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

Susan L. Decker
 
34,646,167
 
61,853
 
30,952
 
2,170,380
Roland A. Hernandez
 
33,249,392
 
1,458,262
 
31,318
 
2,170,380
Robert A. Katz
 
33,900,500
 
796,620
 
41,852
 
2,170,380
John T. Redmond
 
34,646,303
 
61,272
 
31,397
 
2,170,380
Michele Romanow
 
34,644,688
 
63,205
 
31,079
 
2,170,380
Hilary A. Schneider
 
34,645,427
 
62,129
 
31,416
 
2,170,380
D. Bruce Sewell
 
34,650,819
 
56,798
 
31,355
 
2,170,380
John F. Sorte
 
33,975,494
 
732,024
 
31,454
 
2,170,380
Peter A. Vaughn
 
34,645,394
 
62,197
 
31,381
 
2,170,380

 2.     Ratification of Selection of Auditors.
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
36,433,456
 
440,435
 
35,461
 

3.     Advisory Vote on Executive Compensation (“Say-on-Pay”).
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
BROKER NON-VOTES
34,026,442
 
673,145
 
39,385
2,170,380

 4.     Advisory Vote on the Frequency of Future Votes on Executive Compensation (“Say-on-Frequency”).
ONE YEAR
 
TWO YEARS
 
THREE YEARS
ABSTENTIONS
BROKER NON-VOTES
32,354,890
 
9,588
 
2,354,895
19,599
2,170,380


In light of the outcome of our advisory vote on Say-on-Frequency, and consistent with the Board’s recommendation, the Board has determined that the Company will hold an advisory vote on Say-on-Pay every year until the next required Say-on-Frequency vote, which is required at least once every six years.








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 8, 2017
By:

/s/ David T. Shapiro
 
 
David T. Shapiro
 
 
Executive Vice President, General Counsel & Secretary