Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 31K
2: EX-99.1 Press Release, Dated April 12, 2021 HTML 16K
9: R1 DEI Document HTML 46K
11: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- mtn-20210409_htm XML 21K
10: EXCEL IDEA Workbook of Financial Reports XLSX 6K
4: EX-101.CAL XBRL Calculations -- mtn-20210409_cal XML 7K
5: EX-101.DEF XBRL Definitions -- mtn-20210409_def XML 9K
6: EX-101.LAB XBRL Labels -- mtn-20210409_lab XML 69K
7: EX-101.PRE XBRL Presentations -- mtn-20210409_pre XML 34K
3: EX-101.SCH XBRL Schema -- mtn-20210409 XSD 12K
12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K
13: ZIP XBRL Zipped Folder -- 0000812011-21-000026-xbrl Zip 18K
(State
or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
i390 Interlocken Crescent
iBroomfield,
iColorado
i80021
(Address
of Principal Executive Offices)
(Zip Code)
i(303)
i404-1800
(Registrant’s
telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol
Name of each exchange on which registered
iCommon Stock, $0.01 par value
iMTN
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 9, 2021, Patricia Campbell, President - Mountain Division
of Vail Resorts, Inc. (the “Company”), notified the Company that she intends to step down as President - Mountain Division of the Company on June 7, 2021. Ms. Campbell will remain with the Company in a full-time role as Senior Advisor - Mountain Division through June 6, 2023. In connection with her role as a senior advisor, Ms. Campbell will be entitled to (i) receive an annual base salary of $569,250, (ii) participate in the Perquisite Fund Program with an annual allowance of $30,000 per year to be used at the Company’s owned
or operated resorts and (iii) receive other customary benefits provided to senior executives of the Company. Ms. Campbell will not be eligible to participate in the Company’s Management Incentive Plan and receive additional equity awards. If her employment ends without cause prior to June 6, 2023, Ms. Campbell will be entitled to receive a severance payment in the amount of her base salary for a period of time which is the lesser of (i) the number of months from the date of termination until June 6, 2023, or (ii) one year.
As part of a planned leadership succession, the
Company also announced that James O’Donnell, Executive Vice President, Hospitality, Retail and Real Estate, will succeed Ms. Campbell as President - Mountain Division, effective June 7, 2021.
Mr. O’Donnell, age 51, was appointed Executive Vice President, Hospitality, Retail and Real Estate in December 2016, having previously served as Senior Vice President of Lodging and Real Estate, Chief Operating Officer of Vail Resorts Hospitality and as the Hospitality division's Chief Financial Officer. Mr. O’Donnell has held numerous positions in the Company since he joined in 2002, including Corporate Director of Finance, Regional Director of Operations and Vice President of Strategic Development. Prior to 2002, Mr. O’Donnell specialized in the hospitality
and real estate industries as an Assurance and Business Advisory Services Manager at Arthur Andersen.
Upon effectiveness of Mr. O’Donnell becoming President - Mountain Division on June 7, 2021, Mr. O’Donnell will be entitled to receive the following compensation:
•an annual base salary of $500,000;
•an incentive target cash bonus equal to 75% of his base salary, subject to the terms and conditions of the Company’s Management Incentive Plan;
•an annual equity award under the
Company’s 2015 Omnibus Incentive Plan consisting of restricted share units of approximately $512,500 and share appreciation rights of approximately $512,500, which are expected to vest in three equal installments beginning on the first anniversary of the grant date;
•participation in the Perquisite Fund Program with an annual allowance of $40,000 per year to be used at the Company’s owned or operated resorts; and
•other customary benefits provided to senior executives of the Company.
There is no arrangement or understanding between Mr. O’Donnell and any other person pursuant to which
he was selected to his respective position. There are no transactions to which the Company is a party and in which Mr. O’Donnell has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K. There are no family relationships between Mr. O’Donnell and any of the Company’s other directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
