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MTN > SEC Filings for MTN > Form 8-K on 8-Dec-2011All Recent SEC Filings

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Form 8-K for VAIL RESORTS INC


8-Dec-2011

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of M


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 5.07 of this Current Report on Form 8-K, on December 2, 2011, at the 2011 Annual Meeting of Stockholders of Vail Resorts, Inc. (the "Company"), the Company's stockholders approved, upon recommendation of the Company's Board of Directors (the "Board"), an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate") to provide that directors shall be elected in the manner provided in the Bylaws of the Company, thereby allowing the Company's Board to adopt plurality voting in contested director elections (while retaining majority voting in uncontested elections). The amendment became effective upon the Company filing a Certificate of Amendment (the "Certificate of Amendment") with the Office of the Secretary of State of the State of Delaware on December 7, 2011.

On December 7, 2011, effective upon the filing of the Certificate of Amendment with the Office of the Secretary of State of the State of Delaware, the Board amended Section 12 of the Company's Bylaws to implement plurality voting in contested director elections (while retaining majority voting in uncontested director elections).

The foregoing descriptions of the amendments to the Certificate and the Bylaws are qualified in their entirety by reference to the Certificate of Amendment and the Amended and Restated Bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K.



Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 2, 2011, the Company held its 2011 Annual Meeting of Stockholders. At the Annual Meeting, stockholders considered: (1) the election of the eight director nominees named in the proxy statement; (2) an amendment to the Company's Amended and Restated Certificate of Incorporation to provide that directors shall be elected in the manner provided in the Bylaws of the Company;
(3) the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending July 31, 2012; (4) an advisory resolution to approve the compensation of the Company's named executive officers; and (5) on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers. The Company's stockholders voted as follows on these matters:

1. The Company's stockholders elected the eight director nominees named in the proxy statement with the following votes:

                                                         BROKER
                                                          NON-
NOMINEE                  FOR        AGAINST    ABSTAIN    VOTES
Roland A. Hernandez   30,011,850   4,106,343     3,961   884,070
Thomas D. Hyde        34,103,398      17,795       961   884,070
Jeffrey W. Jones      33,282,111     838,634     1,409   884,070
Robert A. Katz        33,869,146     251,273     1,735   884,070
Richard D. Kincaid    34,107,192      14,081       881   884,070
John T. Redmond       34,106,028      15,115     1,011   884,070
Hilary A. Schneider   34,108,480      12,756       918   884,070
John F. Sorte         34,026,427      94,856       871   884,070

2. The Company's stockholders approved the amendment to the Company's Amended and Restated Certificate of Incorporation to provide that directors shall be elected in the manner provided in the Bylaws of the Company with the following votes:

FOR AGAINST ABSTAIN
34,973,725 25,847 6,652


3. The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2012 with the following votes:

FOR AGAINST ABSTAIN
34,811,819 192,395 2,010

4. The Company's stockholders approved the advisory resolution to approve the compensation of the Company's named executive officers with the following votes:

                                 BROKER
                                  NON-
   FOR       AGAINST   ABSTAIN    VOTES
34,076,049   42,132     3,973    884,070

5. The Company's stockholders voted on an advisory basis to hold future advisory votes on the compensation of the Company's named executive officers as follows:

                                               BROKER
                                                NON-
  1 YEAR      2 YEARS     3 YEARS    ABSTAIN    VOTES
31,274,810   1,263,536   1,581,558    2,250    884,070

Based on the results of the vote, and consistent with the Board's recommendation, the Board has determined to hold an advisory vote on executive compensation on an annual basis until the next vote on frequency, which is required at least once every six years.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

A list of exhibits furnished herewith is contained on the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.

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