Amendment: Vail Resorts Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$MTN
Services-Misc. Amusement & Recreation
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 22, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company is filing this Amendment No. 2 (“Amendment No. 2”) to the Original Form 8-K to provide information regarding Mr. Katz’s compensation which was not available at the time of filing of the Original Form 8-K or Amendment No. 1. On September 26, 2025 (the “Effective Date”), the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Katz, which will take effect on the Effective Date and govern his compensation and the other terms of his employment as Chief Executive Officer of the Company. The Employment Agreement has an initial term of three years from the Effective Date, unless earlier terminated, and provides for automatic renewal for successive one-year periods if neither party provides written notice of non-renewal to the other not less than 60 days prior to the then-current scheduled expiration date. Mr. Katz's initial base salary set forth in the Employment Agreement is $1,000,000, which base salary is subject to annual adjustments by the Compensation Committee, though in no case may the base salary be reduced at any time below the then-current level. Pursuant to the Employment Agreement, Mr. Katz is also entitled to participate in the Company’s Management Incentive Plan, pursuant to which his annual incentive target cash bonus is equal to 100% of his base salary, and which is at the discretion of the Compensation Committee. Mr. Katz will receive other benefits and perquisites on the same terms afforded to senior executives generally, including customary health, disability and insurance benefits and participation in the Company’s Executive Perquisite Fund Program.
The Employment Agreement provides that upon (i) the giving of notice of non-renewal by the employer or termination by the employer without cause or (ii) termination by the executive for good reason, the executive is entitled to receive certain benefits so long as he has executed a release in connection with his termination, including: (a) two years of then-current base salary payable in a lump sum, (b) a prorated bonus (provided that performance targets are met) for the portion of the Company’s fiscal year through the effective date of the termination or non-renewal, (c) one year’s COBRA premiums for continuation of health and dental coverage, payable in a lump sum, and (d) if in connection with a change in control, an amount equal to the cash bonus paid to the executive in the prior year. Mr. Katz also receives full vesting of any Restricted Share Units, Share Appreciation Rights, or other equity awards held by Mr. Katz in connection with any termination without cause or non-renewal.
The Employment Agreement contains customary provisions for non-competition and non-solicitation of the Company’s managerial employees that become effective as of the date of the executive’s termination of employment and that continue for two years thereafter. Mr. Katz is also subject to a permanent covenant to maintain confidentiality of the Company’s confidential information.
The description above is a summary of the material terms of the Employment Agreement and is qualified in its entirety by the complete text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Except as expressly set forth herein, this Amendment No. 2 does not amend the Original Form 8-K or Amendment No. 1 in any way and does not modify or update any other disclosures contained in the Original Form 8-K or in Amendment No. 1. This Amendment No. 2 supplements the Original 8-K and Amendment No. 1 and should be read in conjunction with the Original Form 8-K and Amendment No. 1.
Item 9.01. Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 104 | 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.
| Vail Resorts, Inc. | ||||||||
| Date: September 29, 2025 | By: | /s/ Julie A. DeCecco | ||||||
| Julie A. DeCecco | ||||||||
| Executive Vice President, General Counsel and Chief Public Affairs Officer | ||||||||