Vail Resorts (MTN) Proxy filing summary

Executive summary

• Fiscal 2026 brought one of the most challenging western U.S. winters on record: snowfall was 55% below the 30-year average through April, while total lift revenue declined 3.5% for the year.

• The multi-year Epic Experience strategy targets a more seamless guest journey across digital engagement, gear rentals, lessons, dining and talent; cost-efficiency plans target over $100 million annually by FY2027, plus $30 million in technology savings by FY2028.

• Fiscal 2026 net revenue was $2,838.2 million, down 4.3% YoY; net income was $147.5 million, down 47.3%; Resort Reported EBITDA was $745.7 million, down 11.7%.

Voting matters and shareholder proposals

• The December 14, 2026 virtual meeting ballot includes director elections, PwC ratification for FY2027, advisory say-on-pay, and approval of an amendment to the 2024 Omnibus Incentive Plan; the Board recommends FOR each proposal.

• Oasis withdrew Bryce Roberts and Picabo Street, retaining Robert Chapek and M. Ashton Hudson; Gregory Meyer separately seeks election. The Board opposes all three and urges votes FOR only its nine nominees.

• With contested nominations, directors are elected by plurality: the nine nominees receiving the most FOR votes win. Shares carry one vote each; the record date was October 19, 2026.

Board of directors and corporate governance

• Nine Board nominees are proposed for one-year terms; Sue Decker will depart after 11 years, and the Board expects to complete an independent-director search and return to 10 directors in early 2027.

• Eight of nine nominees are independent; William Hornbuckle joined in 2026. In FY2026, the Board held five meetings, and director attendance at Board and committee meetings was 98%.

• The Chair and CEO roles are combined, with D. Bruce Sewell as Lead Independent Director; independent directors hold executive sessions after regularly scheduled quarterly meetings.

• Direct shareholder engagement covered 70% of outstanding shares in FY2026; feedback informed discussions on strategy, execution, capital allocation, succession and Board refreshment.