Form 8-K VAIL RESORTS INC For: Dec 10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM�8-K
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CURRENT REPORT
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PURSUANT TO SECTION�13 OR 15(d)�OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported):� December 5, 2014
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Vail Resorts,�Inc.
(Exact name of registrant as specified in its Charter)
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Delaware | � | 001-09614 | � | 51-0291762 |
(State or other jurisdiction of Incorporation) | � | (Commission File Number) | � | (IRS Employer Identification No.) |
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390 Interlocken Crescent Broomfield, Colorado | � | 80021 |
(Address of principal executive offices) | � | (Zip Code) |
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Registrant's telephone number, including area code: (303) 404-1800
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Former name or former address, if changed since last report
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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:
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o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
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o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))
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o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))
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�Item 5.07.��Submission of Matters to a Vote of Security Holders.
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On December 5, 2014, Vail Resorts, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered:� (1)�the election of the eight director nominees named in the proxy statement; (2)�an advisory resolution to approve the compensation of the Company's named executive officers; (3) re-approval of the material terms for payment of performance-based incentive compensation for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986; and (4) the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July�31, 2015. The Company's stockholders voted as follows on these matters:
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1.���������� The Company's stockholders elected the eight director nominees named in the proxy statement with the following votes:
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NOMINEE | � | FOR | � | AGAINST | � | ABSTAIN | � | BROKER NON- VOTES | � | ||||
Roland A. Hernandez | � | 29,426,771 | 3,976,644 | 1,638 | 1,362,130 | � | |||||||
Robert A. Katz | � | 33,070,351 | 333,459 | 1,243 | 1,362,130 | � | |||||||
Richard D. Kincaid | � | 33,391,178 | 12,280 | 1,595 | 1,362,130 | � | |||||||
John T. Redmond | � | 33,396,947 | 6,511 | 1,595 | 1,362,130 | � | |||||||
Hilary A. Schneider | � | 33,397,200 | 6,317 | 1,536 | 1,362,130 | � | |||||||
D. Bruce Sewell | 33,396,391 | 7,106 | 1,556 | 1,362,130 | |||||||||
John F. Sorte | 33,247,105 | 156,691 | 1,257 | 1,362,130 | � | ||||||||
Peter A. Vaughn | 33,396,913 | 6,585 | 1,555 | 1,362,130 |
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2.������������� The Company's stockholders approved the advisory resolution to approve the compensation of the Company's named executive officers with the following votes:
FOR | � | AGAINST | � | ABSTAIN | � | BROKER NON- VOTES |
33,368,171 | 32,180 | 4,702 | � | 1,362,130 |
3.������������� The Company's stockholders re-approved the material terms for payment of performance-based incentive compensation for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986 with the following votes:
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FOR | � | AGAINST | � | ABSTAIN | � | BROKER NON- VOTES |
33,201,811 | 197,312 | 5,930 | 1,362,130 |
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�4.�����������The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July�31, 2015 with the following votes:
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FOR | � | AGAINST | � | ABSTAIN | � | BROKER NON- VOTES |
34,553,203 | 210,840 | 3,140 |
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SIGNATURES
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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.
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� | Vail Resorts,�Inc. | ||
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Date: December�10, 2014 | By: | /s/ Randall E. Mehrberg | |
� | � | Randall E. Mehrberg | |
� | � | Executive Vice President�& General Counsel |
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