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Form 8-K VAIL RESORTS INC For: Dec 10

December 10, 2014 4:01 PM EST



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 5, 2014
Vail Resorts,�Inc.
(Exact name of registrant as specified in its 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

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:
o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))
o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07.��Submission of Matters to a Vote of Security Holders.
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:
1.���������� The Company's stockholders elected the eight director nominees named in the proxy statement with the following votes:
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

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:
FOR
AGAINST
ABSTAIN
BROKER
NON-
VOTES
33,201,811
197,312
5,930
1,362,130
�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:
FOR
AGAINST
ABSTAIN
BROKER
NON-
VOTES
34,553,203
210,840
3,140

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.

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Vail Resorts,�Inc.
Date: December�10, 2014
By:
/s/ Randall E. Mehrberg
Randall E. Mehrberg
Executive Vice President�& General Counsel

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