Vail Resorts (MTN) Proxy filing summary

Executive summary

• A contested 2026 director election is underway; the Board seeks support for its nine nominees and cites a strategy focused on Epic Experience and long-term shareholder value.

• The 2026 annual meeting ballot also covers auditor ratification, an advisory executive-compensation vote, and an amendment to the 2004 Omnibus Incentive Plan; the Board recommends FOR all three.

Voting matters and shareholder proposals

• The Board recommends FOR Reginald A. Chambers, William J. Hornbuckle, Robert A. Katz, Iris Knobloch, Nadia Rawlinson, Michele Romanow, Hilary A. Schneider, D. Bruce Sewell and Peter A. Vaughn.

• Board-opposed challengers include Oasis nominees Robert A. Chapek, M. Ashton Hudson, Bryce Roberts and Picabo Street, plus Gregory S. Meyer; the website urges votes for only the Board’s nominees.

• Ballot proposals: ratify PwC as auditor for FY ending July 31, 2027; advisory vote on executive compensation; approve amendment to the 2004 Omnibus Incentive Plan.

Board of directors and corporate governance

• Susan Decker will not seek reelection at the 2026 meeting; the Board approved reducing its size to nine effective at the meeting and is actively searching for a new independent director.

• Board composition: 8 of 9 directors independent; 4 of 9 women and 2 of 9 racially diverse; 98% Board and committee meeting attendance in FY26; all committees independent.

• Two new independent directors were appointed in 2026 and one in 2026/27, according to the Board’s composition highlights.

• Robert A. Katz returned as CEO in May 2025; actions include executive-team changes, product, pricing and marketing modernization, and over $100 million in efficiency initiatives.