Vail Resorts (MTN) Proxy filing summary

Executive summary

• Gregory S. Meyer seeks a board seat, arguing execution, capital allocation and oversight have lagged despite a strong resort portfolio, season-pass platform and My Epic app.

• Over FY2022–FY2026, Resort Reported EBITDA fell 11%, ROIC declined from 14.0% to 9.0%, and net debt/EBITDA rose from 2.0x to 3.9x.

• Meyer supports the core strategy and proposes better guest experience, digital engagement, ancillary sales and disciplined investment; his FY2029 share-value illustration is not a price prediction.

Voting matters and shareholder proposals

• The Dec. 14, 2026 virtual meeting agenda includes election of nine directors, PwC auditor ratification, an advisory say-on-pay vote and an amendment to the 2024 incentive plan.

• Meyer recommends FOR himself and WITHHOLD on Peter A. Vaughn; he recommends FOR PwC ratification, AGAINST say-on-pay and FOR the plan amendment.

• The contested election uses a universal proxy listing 12 candidates; shareholders may vote FOR up to nine, and votes on directors are invalid if more than nine are selected.

Board of directors and corporate governance

• Meyer cites more than three decades in operating, automated retail, fixed-income and capital-markets roles, plus prior public-company board service; he says he would be independent and constructive.

• The board is expected to shrink to nine directors at the annual meeting after Susan Decker steps down; its committee planned to continue an independent-director search into early 2027.

• Meyer opposes Vaughn, citing more than 13 years of tenure and overlap with the same chair; he argues the board needs operating, digital and debt-market expertise.

• Meyer proposes tying employee work to strategy with a balanced-scorecard framework and aligning incentives with ROIC, relative TSR and guest outcomes.