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A skier in powder on Vail Mountain, in a file photograph. Vail Mountain and Beaver Creek are the two Eagle County resorts operated by Vail Resorts, whose board is now the subject of competing proxy statements.
A skier in powder on Vail Mountain, in a file photograph. Vail Mountain and Beaver Creek are the two Eagle County resorts operated by Vail Resorts, whose board is now the subject of competing proxy statements. Photo: Brendan Gray / Wikimedia Commons (CC BY-SA 2.0)

BUSINESS

Vail Resorts answers Oasis in its own proxy filing, and questions the nominees' pay and Park City links

A preliminary proxy statement filed Oct. 19 asks shareholders to elect the company's nine directors and reject the Oasis slate, disclosing a $100,000 a month consulting deal for Robert Chapek and introductions arranged by a would be buyer of Park City Mountain. The Vail Tribune is an independent publication and is not affiliated with Vail Resorts.

The board fight at Vail Resorts now has two formal sides on file. The company submitted its own preliminary proxy statement to the U.S. Securities and Exchange Commission on Oct. 19, six days after activist investor Oasis Management filed its competing statement, asking shareholders to elect nine company nominees and to reject the four directors Oasis is advancing, as well as a fifth candidate who nominated himself, Gregory S. Meyer. The filing is preliminary, and no vote has taken place.

The company's nine nominees are Reginald A. Chambers, William J. Hornbuckle, Robert A. Katz, Iris Knobloch, Nadia N. Rawlinson, Michele Romanow, Hilary A. Schneider, D. Bruce Sewell and Peter A. Vaughn, according to an analysis of the filing by ProxyAnalyst. Oasis and its fellow participants hold about 9.6 percent of the company's shares, and even if all four of its candidates won, they would sit in a minority on a nine member board. What changed on Oct. 19 is the argument: the contest has moved from performance figures to the independence of the people Oasis wants seated.

Snow covered peaks above Vail, Colorado, in a file photograph. The company's Oct. 19 filing argues its board and strategy are already delivering, pointing to record guest satisfaction scores in fiscal 2026 despite a weak snow year in the Rockies.
Snow covered peaks above Vail, Colorado, in a file photograph. The company's Oct. 19 filing argues its board and strategy are already delivering, pointing to record guest satisfaction scores in fiscal 2026 despite a weak snow year in the Rockies. Photo: Ort2233 / Wikimedia Commons (CC BY 4.0)

A consulting deal at the center of the filing

The sharpest disclosure concerns Robert Chapek, the former Walt Disney Company chief executive who heads the Oasis slate. According to the company's filing, as summarized by ProxyAnalyst and The Ski Guru and reported by The Wall Street Journal, Chapek entered a consulting agreement with Oasis on July 28, 2026 that pays $100,000 a month through the completion of the 2026 annual meeting, and that includes a $500,000 forgivable loan, available if he is elected, to buy company shares. The arrangement was disclosed in the director questionnaire Chapek submitted to the company in September. The company says that at an August meeting Chapek told chief executive Rob Katz he had no wish to join a contested activist campaign, and it presents the sequence as a transparency problem. Those are the company's claims in a contested solicitation, not findings by any regulator.

The Birds of Prey World Cup course at Beaver Creek Resort, in a file photograph. Beaver Creek is the company's second Eagle County resort; the proxy contest will be decided by shareholders, with no change to operations at either mountain in the meantime.
The Birds of Prey World Cup course at Beaver Creek Resort, in a file photograph. Beaver Creek is the company's second Eagle County resort; the proxy contest will be decided by shareholders, with no change to operations at either mountain in the meantime. Photo: Davepark / Wikimedia Commons (CC BY-SA 3.0)

The other three Oasis nominees, M. Ashton Hudson, Bryce Roberts and Picabo Street, each received $50,000 when the nomination notice was submitted and another $50,000 when the preliminary proxy statement was filed, under nomination agreements with Oasis, according to the company's filing as reported by The Ski Guru, with the after tax proceeds to be invested in company shares. The company also argues the three lacked experience at the company's scale and, in interview, basic knowledge of its products and strategy. Oasis, in its Oct. 13 filing, presents the four as experienced operators who would add accountability.

The Park City introduction dispute

A second company argument runs through Matthew Prince, the Cloudflare chief executive who has repeatedly said he wants to acquire Park City Mountain. The filing states that Prince introduced Roberts and Street to Oasis, that Roberts did not disclose the introduction on his questionnaire, and that the connection raises conflict of interest concerns for the company. Prince answered on Oct. 20 in an interview with KPCW, as reported by The Ski Guru: he confirmed suggesting about a dozen potential candidates to Oasis, including Street and Roberts, said he had no influence over which candidates the fund selected, and said his acquisition ambitions had been discussed with the two only in a very limited way. No public evidence has been presented that either nominee agreed to pursue a sale of the resort.

The filing also addresses the sale idea directly. According to The Ski Guru's account of it, Katz told Oasis representatives that the company does not own Park City Mountain outright and operates it under a 300 year lease, and pointed to tax and operational complications in separating one resort from its integrated systems. On its own record, the company argues it has already moved: a new chief revenue officer, a revamped marketing strategy, more than $100 million in annualized cost efficiencies, record guest satisfaction scores in fiscal 2026 and a 4 percent increase in pass revenue, as summarized by ProxyAnalyst. Shareholders will weigh both filings when definitive materials and a meeting date are set. Until then, the dispute changes nothing on the ground at Vail Mountain or Beaver Creek.

Jake Thornton
Business Editor