Vail Resorts (MTN) Proxy filing summary

Executive summary

• Oasis and its participants report beneficial ownership of 3,431,293 shares, or 9.6% of outstanding shares, and seek four Board seats in a contested election.

• Oasis says fresh operating and consumer experience is needed to address shareholder-return underperformance, declining pass sales, guest-experience concerns and weakened resort profitability.

• Oasis supports ratifying PricewaterhouseCoopers LLP for FY ending July 31, 2027, opposes the advisory executive-compensation vote and urges election of its four nominees.

Voting matters and shareholder proposals

• Nine directors are to be elected from 13 candidates; the universal proxy card permits votes for up to nine, and votes for more than nine candidates are invalid.

• Oasis recommends voting FOR Robert Chapek, M. Ashton Hudson, Bryce Roberts and Picabo Street, and WITHHOLD on opposed incumbent nominees; it makes no recommendation on unopposed nominees.

• Proposal 2 seeks ratification of PricewaterhouseCoopers LLP for FY ending July 31, 2027; Oasis recommends FOR.

• Proposal 3 is an advisory, nonbinding vote on named executive officer compensation; Oasis recommends AGAINST, citing the lack of explicit performance-based vesting in its described equity awards.

Board of directors and corporate governance

• Oasis criticizes succession planning, citing Rob Katz’s return as CEO in May 2025 after Kirsten Lynch’s tenure, and says no successor plan or timeline has been disclosed.

• Oasis says current directors average nearly 11 years of tenure and that, until August 2026, no independent director had executive hospitality or resort operating experience.

• The four nominees offer destination-resort leadership, governance and capital-allocation, consumer technology and venture, and ski-industry and community experience; if elected, they would be a Board minority.

• Oasis says FY2027 guidance implies resort EBITDA margin recovery of only 54 bps at the midpoint, while margins had declined for four consecutive years through FY2026.