Vail Resorts, Inc. (MTN) Earnings Call Transcript & Summary

Good morning, and welcome to the 2020 Annual Stockholders Meeting of Vail Resorts. My name is David Shapiro, and I am the Executive Vice President, General Counsel and Secretary of Vail Resorts. At this time, I will go through the instructions that will allow stockholders and proxy holders to vote during the meeting and submit questions. If you are a stockholder of record as of October 7, 2020, which we refer to as the record date in which to vote during the meeting, you may click on the vote button and follow the instructions provided. [Operator Instructions] Since our earnings for the first quarter of fiscal 2021 will be released next week on December 10, 2020, this meeting will only address questions that relate to the proposal set forth in the proxy statement. If you encounter any difficulties accessing the virtual meeting, call (855) 449-0991 for U.S. participants, and (720) 378-5962 for international participants. It is my pleasure to now turn the meeting over to Rob Katz, the Chairman and Chief Executive Officer of Vail Resorts.

Thank you, David, and good morning, everyone. We're glad that you could join us for our annual meeting of stockholders. The annual meeting is now called to order. I will act as Chairman of the meeting; David Shapiro will act as secretary. While we regret being unable to meet in person this year, the health and safety of our communities, shareholders, employees and other stakeholders are our top priority. As such, we decided to hold today's meeting virtually in light of the ongoing pandemic. Let me start by introducing our Board of Directors attending the virtual meeting today. I believe we have with us today, Sue Decker, Nadia Rawlinson, John Redmond, Michele Romanow, Hilary Schneider, Bruce Sewell, John Sorte and Peter Vaughn. I would also like to introduce the members of our senior management team who are on the meeting with us today. Our members joining are Michael Barkin, our Executive Vice President and Chief Financial Officer; Pat Campbell, our President of the Mountain Division; Lynanne Kunkel, our Executive Vice President and Chief Human Resource Officer; Kirsten Lynch, our Executive Vice President and Chief Marketing Officer; James O'Donnell, our Executive Vice President of Hospitality, Retail & Real Estate; Tim April, our Senior Vice President and Chief Information Officer; and David Shapiro. I will introduce our representative from PricewaterhouseCoopers LLP, the company's independent registered public accounting firm to you later in the meeting. As a reminder, it is our intention to commence this meeting in accordance with the agenda and the rules of conduct and procedures which are available as materials on the webcast page. Mr. Shapiro, will you verify that you have the list of stockholders of the company entitled to vote, confirm that notice of this annual meeting was properly given to all stockholders and report on the number of shares present in person or by proxy at this annual meeting so that we can determine whether a quorum is present.

Thank you, Mr. Chairman. The Board of Directors fixed the close of business on October 7, 2020, as the record date for determining stockholders who are entitled to vote at this annual meeting. At this time, I have a complete list of all stockholders of record as of the record date, showing their respective addresses and the number of shares held by each. These lists have been certified by each of Equiniti Trust Company, the transfer agent and registrar for our common stock and by Computershare Investor Services, the transfer agent for the Whistler Blackcomb exchangeable shares. These lists are available by requests for stockholders at any time during this meeting using the registered shareholder link found on the webcast page. I also present the notice of annual meeting and proxy statement, the 2020 annual report on Form 10-K in the form of proxy, which were distributed by Broadridge Financial Solutions beginning on or about October 21, 2020, to the stockholders of record for common stock of the company and Whistler Blackcomb exchangeable shares as of the record date. I have an affidavit sworn by representative of Broadridge, stating that a notice of intent -- I'm sorry, of Internet availability of proxy materials was distributed beginning on or about October 21, 2020, to all stockholders of record as of the record date. And that, as of such date, all such materials were posted on the website and available to all stockholders. These documents and the certified list of stockholders as of the record date will be filed with the minutes of this annual meeting. Finally, we have a preliminary attendance report from Ms. Christine Amrhein, on behalf of Broadridge, who has been appointed and previously sworn in as the inspector of elections for this annual meeting. The inspector reports that prior to the commencement of this meeting, more than 37.3 million shares of the company's common stock in Whistler Blackcomb exchangeable shares were represented in person or by proxy, which constitutes greater than 92% of the shares issued and outstanding entitled to vote at this meeting. Rob, back to you.

Okay. Thank you. On the basis of this attendance report, I declare that a quorum is present, and that this annual meeting is duly convened. I will now turn the meeting over to Mr. Shapiro, who will introduce and request a vote on the items of business for today's meeting.

As stated in the proxy statement, there are 3 items of business scheduled for action at this annual meeting. We will answer questions limited to these items when Mr. Katz opens the meeting to questions. As a reminder, we will not be providing a business update or answering any questions relating to business or company performance at this meeting, as we will be releasing our results for the first quarter of fiscal 2021 next week and holding an investor call to discuss the results at such time. No director nominations or other stockholder proposals were received in accordance with the advanced notice provision in the company's bylaws for the rules of the SEC. So no additional nominations or proposals will be considered at this meeting. Proposal 1, election of directors. The first item of business is the election of directors. The following 9 persons have been properly nominated for election as directors to serve until the 2021 annual meeting of stockholders and until their respective successors are elected and qualified. The director nominees are Sue Decker, Rob Katz, Nadia Rawlinson, John Redmond, Michele Romanow, Hilary Schneider, Bruce Sewell, John Sorte and Peter Vaughn. These 9 people are highly qualified to serve on the Board. All of our nominees are currently serving as directors of Vail Resorts. The Board of Directors recommends a vote for each of the nominees. Proposal 2, ratification of PricewaterhouseCoopers LLP. The second item of business is the ratification of the selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending July 31, 2021. The proposal is discussed in the company's proxy statement. The Board of Directors recommends a vote for this proposal. Proposal 3. The advisory vote to approve executive compensation. The final item of business is a vote to approve on an advisory basis a resolution approving the compensation of our executive officers as reported in the proxy statement. The Board of Directors recommends a vote for this proposal. Back to you, Rob. I'm sorry, it's not back to you. Sorry. All right. The polls are now open for voting on all matters presented. Stockholders of record who wish to vote during the meeting may click on the Vote button on the screen and follow the instructions provided. If you have already voted your shares, there's no need to vote again unless you wish to change your vote. If you would like to vote your shares or change your vote, you may do so while the polls are open by following the instructions on your screen. The polls will be closed to voting after we finish the question-and-answer session. So please cast your vote by that time. If you have already submitted a proxy, there is no need to cast a vote. At this time, I would like to turn the meeting back over to Mr. Katz.

Thank you, David. PricewaterhouseCoopers LLP, our independent registered public accounting firm audited the company's financial statements for the fiscal year ended July 31, 2020. [ Christopher Dawn ] of PwC is present and available to respond to any questions. At this time, I would like to open the meeting to anyone who cares to pose a question to the company. [Operator Instructions] We will only be taking questions at this time on matters that we are discussing for this meeting, given our earnings call next week, where we'll be discussing more about our business. At this time, there are no questions relating to the matters before us for this shareholder meeting. I now declare that the polls are closed and ask the inspector of election to tabulate the votes. Mr. Shapiro, will you please report the results of the voting?

Mr. Chairman, we have received a preliminary tabulation report from the inspector of elections and the results of voting are as follows: in the election of directors, each nominee received at least a majority of votes cast for his or her election: Sue Decker, Rob Katz, Nadia Rawlinson, John Redmond, Michele Romanow, Hilary Schneider, Bruce Sewell, John Sorte and Peter Vaughn, therefore, have each been elected as directors of the company to serve until 2021 annual meeting of the stockholders until their successors have been duly elected and qualified. With respect to the ratification of the selection of PwC as the company's independent registered public accounting firm for the fiscal year ending July 31, 2021, a majority of the votes cast on this matter have been voted in favor, and therefore, the selection of PwC is ratified. With respect to the nonbinding advisory vote to approve executive compensation, a majority of cast -- sorry, a majority of votes cast on this matter have been voted in favor of approving the executive compensation as set forth in the proxy statement, and therefore, the advisory resolution on executive compensation is approved. The final voting results of today's meeting will be published in a current report on Form 8-K, which will be filed with the Securities and Exchange Commission no later than 4 business days from today.

Thank you, David. This completes the scheduled items of business to be considered at this meeting. I want to take this opportunity to thank everyone for your participation. The annual meeting is now adjourned. Thank you, everyone, and have a great rest of your day.

This now concludes the meeting. Thank you for joining, and have a pleasant day.