Vail Resorts (MTN) Proxy filing summary

Executive summary

• FY26 snowfall across the western U.S. was 55% below the 30-year average; lift revenue declined 3.5%, while pass revenue rose 4% and lift-ticket visitation outperformed the U.S. ski industry.

• FY26 net revenue was $2,838.2 million, down 4.3%; net income was $147.5 million, down 47.3%; Resort Reported EBITDA was $745.7 million, down 11.7%.

• Epic Experience is a multi-year growth strategy spanning digital engagement, rentals, lessons, food and beverage, and talent.

• Resource-efficiency initiatives are expected to deliver ~$110 million in annualized efficiencies by FY27; technology transformation targets another ~$30 million, with $5 million in FY27 and $25 million in FY28.

• Calendar 2026 capital spending is planned at $215–$220 million, alongside continued quarterly dividends and opportunistic share repurchases.

Voting matters and shareholder proposals

• Four proposals: elect nine directors; ratify PwC for FY27; approve executive compensation on an advisory basis; and approve a 2024 incentive-plan amendment.

• A contested election includes four Oasis nominees and Gregory S. Meyer; the Board recommends voting for its nine nominees only: Chambers, Hornbuckle, Katz, Knobloch, Rawlinson, Romanow, Schneider, Sewell and Vaughn.

• The Board recommends PwC ratification, say-on-pay approval and the incentive-plan amendment; the say-on-pay vote is nonbinding, with results to inform future compensation decisions.

• The amendment would add 750,000 shares to the plan reserve, increasing it from 1.5 million to 2.25 million; projected overhang would rise to 7.72%.

Board of directors and corporate governance

• Susan Decker will leave the Board at the 2026 Annual Meeting after 11 years; the Board will have nine members and expects to complete a search and return to ten members in early 2027.

• William Hornbuckle joined the Board in 2026, bringing hospitality and resort-operations experience; eight of the nine director nominees are independent.

• Directors stand for annual one-year terms; uncontested elections use majority voting and a director resignation policy, while the contested election uses plurality voting.

• FY26 shareholder engagement reached holders of 70% of outstanding shares; feedback informed discussions on strategy, execution, capital allocation, succession and Board refreshment.

• The Board held five FY26 meetings; director attendance at Board and committee meetings was 98%.