10/23/2026
Commentary: Proxy Fight for Control of Vail Resorts Board Boils Down to Institutional Investors
Tahoe Daily Tribune (CA) (10/23/26) Taylor, John
John Taylor, special to Tahoe Daily Tribune, says, "Nothing is debated more fiercely in Vail — or more often — than the strategies and decisions of Vail Resorts. Whether you are in a bar, a restaurant, a hiking trail or on a ski lift, the topic of Vail Resorts (NYSE: MTN) is bound to come up. And almost no one is short of a strong opinion. But here’s a new twist. For the first time in its history as a public company, Vail Resorts is under attack by some of its own shareholders, who are none too happy with its management or the performance of its stock. VR shares have plummeted by about 60% over the last five years, while the S&P 500 index is up 76% over that same period. The stock is down 10% over the last year, while the S&P is up a healthy 15%. Not real good. That’s drawn the ire of a Hong Kong-based investment firm called Oasis Management, which has nominated four of its own candidates to replace some of the existing members of the nine-person board at the company's upcoming annual shareholder meeting. The company has yet to set a date for that meeting, but it has historically held the meeting by the middle of December. Oasis, which currently owns 9% of VR's stock, says its directors would bring “a fresh perspective” to Vail Resorts management. While it has yet to lay out the specifics of its proposals for change, it has said it would review everything from VR's pricing strategies, marketing, food and beverage offerings to the pricing of lift tickets and lessons for kids and skiers who are new to the sport. It would also likely press CEO Rob Katz to give more serious consideration to selling some of its 42 resorts, especially the Park City resort which has drawn considerable interest from billionaire Matthew Prince. Before we move deeper into the story, let's talk for a second about how a proxy fight works. Anyone who owns Vail Resorts stock as of a designated date — we won't know that exact date till VR files its proxy statement — can vote their shares for any of the candidates for the nine seats. VR will run a slate of nine board members, all currently serving, while Oasis will run four so-called dissident candidates and another investor, Gregory Syvert Meyer, who owns less than 5% of the stock, has nominated himself for a seat. Whichever candidates get the nine most votes will be seated. While this may sound like a wonderful example of shareholder democracy, the outcome of the vote will actually be determined by a very tiny number of institutional investors. Why is that? Because a small number of investors own well over 50% of the stock, and their votes are pivotal. The largest of these investors is long-time VR shareholder Baron Capital, which owns 18.3% of the shares according to its latest filing with the U.S. Securities and Exchange Commission (SEC). After that, you have Capital Research, the ultra-secretive Los Angeles firm that manages the American Funds. American owns 11.4% of the stock, according to its latest SEC filing. Another 20% or so appears to be in the hands of index fund managers Vanguard and Black Rock, and then there's Oasis at 9% and Meyer at less than 5% (if he had more, he would have to file certain disclosures with the SEC). While Meyer is an independent candidate for the board, it is presumed he will vote his shares for himself and Oasis' four directors, though that is not totally certain. Neither Meyer nor Oasis responded to repeated requests for comments. Not a lot is known about Oasis among American investors. As noted, it's based in Hong Kong and most of its investments are in Asia. While not being a well-recognized name among U.S. investors, Oasis has gained a reputation as an ultra-aggressive investor in the Far East, where it has carried on myriad campaigns over the last decade where it has pushed for everything from replacing existing management, raising the dividend to the outright selling of the company. Seth Fischer, Oasis's founder and chief investment officer, served in the Israel Defense Forces before getting into money management. For management, hearing that Oasis just bought your stock ranks only slightly better than hearing your dog has been hit by a car. While Oasis has been mostly mute about what specific actions it would like Vail management to consider, investors should gain much greater insight during the weeks leading up to the shareholder vote. That will begin when VR management files a preliminary proxy statement with the SEC in which it will recommend that investors back the nine incumbent directors. Oasis will then respond with its own proxy touting its four candidates. Although not required by law, most dissident groups also file a shareholder letter in support of its proxy in which it will outline its criticism of existing management and board, and often back that up with specific proposals for change. That's when things start to really get interesting. VR can then follow that up with a second or even third proxy, as well as many shareholder letters as it likes, as can Oasis as the two sides go back and forth, lobbing artillery rounds at each other. Each filing and letter will most likely be able to be accessed on the Vail Resorts website. Speculating about what exactly Oasis will say about VR management over the next month has become one of the hottest parlor games in town. If it chooses to publish a letter, it's likely to hammer VR management for everything from dreadful stock performance, declining skier visits, the exorbitant price of lift tickets and lessons and the fact that its current board members own very little stock, much of what it does own coming via stock awards as opposed to purchases in the open market. How will VR counter Oasis' assault, should it be offered? It's likely to argue that Oasis is out for a quick buck and has no intention of sticking around for the long-term. If the stock goes up 15-20%, then it's gone. The best known of its board nominees, Bob Chapek, the former Disney (NYSE: DIS) CEO, is getting paid $100,000 a month to run for a board seat. If he wins, Oasis will then make him a “forgivable” $500,000 loan from Oasis to buy VR stock. Is this the portrait of someone committed to VR's long-term future or a well-known capitalist out for a quick score? Alas, it's impossible to know just what Katz & crew are thinking. So far, they've adopted a strategy that might best be compared to an ostrich burrowing its head in the sand. During last week's Vail Resorts earnings call, Katz, who is now on his second stint as VR CEO after Kirsten Lynch was fired in mid-2025, refused to answer any questions about Oasis or the proxy fight, a topic probably of greater interest to many investors than the company's lackluster quarterly earnings. VR declined to respond to requests for comment for this article. There's little doubt the vote amounts to a referendum on Katz and the rest of Vail Resorts management. In a provocative posting on September 25 on the investor online forum Seeking Alpha, a value investor named Sanjay Swamy argued that despite Vail Resorts stock plummeting about 60% over the last five years, the stock is still not an attractive buy. He lambasted the company for constantly blaming its problems on one-time events like the weather or Covid. Swamy's argument is that skiing appears to be a declining sport and Vail Resorts has failed to attract enough younger and casual skiers to produce an increase in overall skier visits. “Vail has a core consumer base that is loyal,” Swamy wrote. “However, everything else is leaking. New customers are not arriving, one-year skiers are not coming back, and the lift-ticket pool that historically converted into passholders is shrinking. This is a classic example of funnel decay. This is not something that can continue to be blamed on bad weather … My view is that the business is broken.” During last week's earnings call, Katz said he did not believe the sport was in secular decline, instead blaming the 12% drop in North American pass sales through Sept. 19 on — you guessed it — the weather. There's no doubt that North American skier visits have been declining, and Vail Resorts is forecasting they will fall again during the 26-27 when compared with the 24-25 season, the last year when snowfall was normal. What is unclear is whether these declines are solely due to weather, as Katz suggests, or more fundamental problems in the ski industry. Certainly, there are plenty of industry insiders that feel skiing is a declining business. “At the end of the day, the ski business is pretty much a no-growth business with serious inflation issues,” Aspen One CEO Dave Tanner said in June. “Frankly, pricing exhaustion, because pricing has gotten taken so much in the last 10 years, the consumer is starting to push back. So if you have that mix, what it does is it decreases the profitability of an organization, which decreases the incentive to invest into the organization … Skiing is not the juggernaut it was 10 years ago.” Katz seems to be betting that most of the problems in the ski industry are weather-related, and that business will rebound this winter. “We certainly assume that the industry is going to have a significant recovery from last year,” he said on last week's earnings call. “The only question is whether the industry is going to get all the way back to where it was in the fiscal 2025 season.” Interestingly, he said VR hopes to drive sales growth with a much greater foray into the ski rental industry, which is unlikely to be interpreted as good news by the local ski shops, many of which are already struggling after a dismal winter. “I think the single biggest opportunity financially is going to be gear,” he said. “That's not going to be in the next 12 months, but I absolutely see it as a really big transformation in how people engage and use gear.” Here are some things that shareholders will be wrestling with when considering how to vote. In the fiscal year ended July 31, which includes all the 2025-26 ski season in North America, VR skier visits were down 13.4%, and total lift revenue fell 3.5%. The difference in those two percentages is because VR raised the price of passes as well as lift tickets last year. As noted, Katz ascribes nearly all the blame for the drop in skier visits to the weather, labeling the 2025-26 season in the west as “the most difficult weather environment we've ever experienced.” But pass sales have been falling for the last three years and sales have been tepid so far this year, and the company says it does not expect them to meaningfully rebound. It hopes to make some of that up with increased non-pass lift sales. Meanwhile, investors as well as those who watch the ski industry closely — or depend on it for their livelihood — are asking: Is the problem that skiers are spooked by last year's horrific snow conditions or are there greater issues at play, ranging from the hefty cost of a ski vacation, concerns about how El Nino might impact snow in North America this season, consumers being squeezed by inflation and/or general uncertainty about the economy? Swamy noted in his post that even in the 2024-25 season, when the snow was relatively normal, Vail Resorts did not perform in line with the industry, though that trend reversed in 2025-26. Wrote Swamy: “North American skier visits fell 3% [at Vail Resorts] in [the 24-25] season when the U.S. ski industry grew 1.7% to its second-best total on record. That's five points of share given away in a good year … with no snowpack explanation available. Pass units have declined for three years … In my view, there's only so much management can blame on weather.” Like Tanner at Aspen One, Swamy contends that one of the ski industry's biggest problems is that it has made the cost of skiing far too expensive for many people. For years, Vail Resorts has been growing sales far faster than the increase in skier visits. How do you do that? By raising prices every year. “I believe it is squeezing more money from a shrinking user base,” Swamy wrote. “Strip away the price increases and this company is going backwards.” Vail Resorts' response seems to be to brag that, despite its problems, it has outperformed the industry and that if we were to get a decent snowfall this season, our problems will largely be behind us. “We will outperform the rest of the industry, weather-adjusted, on lift tickets this year,” he said. “What this all comes down to, in terms of what you think will happen to sales this season, is what do people think about the U.S. ski industry for this next year.” Obviously, Oasis, Meyer and Swamy do not agree. They see many of the company's current problems as self-inflicted. Swamy laid some of the blame for Vail Resorts problems on its disregard for down-home customer service of the kind pioneered by the late George Gillett, a contention that many longtime locals would sympathize with. “In my view, Vail has gotten too corporate for its own good,” Swamy wrote. “It's lost its mom-and-pop feel…The way I interpret this is that Vail has lost touch with its customers.” Moving forward, both Oasis and Vail Resorts are likely to unleash a team of so-called proxy solicitors to court the company's largest shareholders — and hopefully gain their support. Oasis faces an uphill fight — some would say impossible — if it hopes all four of its board candidates will get elected. It's very hard for dissidents to win a proxy fight, especially one like this where so many of the shares are in such few hands. It would be almost impossible for Oasis to prevail unless it convinces Ron Baron, the 83-year-old billionaire who heads Baron Capital, to support its candidates. Historically, Baron has strongly supported VR management. However, watching your stock go down 60% over five years while the market in general is booming is a bitter pill to swallow. There's a reason proxy fights only break out against companies whose stock has languished and whose management is regarded as less than stellar. So how will all this play out? Frankly, there's no way to know. There's most likely a lot of cajoling and arm-twisting going on behind closed doors among VR management, the dissidents and large shareholders. It is not beyond the pale that VR management might reach a deal with Oasis prior to the shareholder meeting to seat one or two of the Oasis board nominees — or Meyer — in exchange for canceling the proxy vote. The dissidents would then use those seats to pressure management for changes it believes would drive up the stock price. What would be in it for Vail Resorts management to settle before a vote? One, it would get the company out of the headlines where the decline of the stock and declining skier visits has resulted in it being pilloried by many of its own shareholders. It would also save them the potential embarrassment of losing one or more seats to the dissidents. In exchange, VR would likely insist that Oasis sign a standstill agreement where it agrees to neither buy more stock nor sell any of what it already owns for a specified period. This not only allows things to settle down but also precludes Oasis from making all sorts of noise to drive the stock up, say, 15% or so, and then it unloads its entire position at a hefty profit. Assuming Oasis were to gain a couple board seats and stick around, what would it do? This is always hard to predict, but almost certainly they'd want management to perform a comprehensive review of its pricing strategies as well as review any plan it must drive up skier visits. It has also said it wants to participate in any discussions regarding either acquisitions Vail Resorts is considering or dispositions of assets, such as the proposal by Prince to buy the Park City resort. The problem with selling lucrative resorts such as Vail, Park City or Whistler is that it would greatly diminish the appeal of the Epic Pass to a significant number of skiers, especially tourists, and thereby further erode the value of the company. Would Oasis push for the sale of the entire company? Possible, but unlikely. For one thing, the list of buyers would be very, very short, perhaps nonexistent. However, it would not be unreasonable to expect Oasis to pressure VR to unload marginally profitable or unprofitable properties or divisions. They might also apply pressure to reduce debt, which has drifted into the uncomfortable range. As of the end of fiscal 2026, net debt was nearly four times trailing earnings before interest, taxes, depreciation and amortization, referred to as EBITDA in financial circles. That's up from 3.4 times a year ago. That's a lot of debt. Worse, the company chewed up over $200 million in cash in fiscal 2026, roughly half its cash hoard going into the year — leaving it with about $250 million in cash going into the new year. Another horrific season this winter and the noose will start to tighten around the company's neck and the company's 6.6% dividend will almost surely have to be slashed, which would likely cause the stock to plummet again. Last year the company paid out $317 million in dividends, which many would describe as a not-so-subtle tactic to prop up the stock. VR chewed up nearly two-thirds of its operating cash flow just paying dividends. Short-term, that keeps some of your shareholders happy, but long-term it's unsustainable unless business picks up. But here's a big issue going forward: Stocks trade on multiples and earnings growth. So how is Vail Resorts going to get that growth? It has historically been able to drive earnings growth by employing two highly effective tactics. One, it bought up resort after resort, booked the sales from those resorts and then stripped out the costs of duplicative accounting, legal, administrative and marketing departments. In so doing, it sustained consistent margins from the mountain segment in the 32-34% range until fiscal 2023. In essence, it used the acquisitions to manufacture sales and earnings growth. Second, it raised prices year after year, which allowed sales to grow faster than ski visits, as we have already seen. As a result, margins from the mountain segment have been falling since 2023 while sales have not meaningfully increased since the 2022-23 ski season. In fact, they haven't increased at all. Swamy thinks the pricing power that historically allowed VR to raise pass and lift prices every year has dissipated. “The 26/27 season Epic pass launched at $1,089, a 3.6% increase, the smallest year over year bump since 2021, alongside a 20% discount for skiers 13 to 30. I'm skeptical of any argument that Vail's demand is healthy. If it were, it wouldn't have to cut its price increases or initiate discount programs. In my opinion, Vail doesn't have pricing power.” So the question is this: With very few North American resorts of any scale left to buy at an attractive price and lift ticket prices having hit the point where many families can no longer afford a ski vacation, what do you do? You have a labor-intensive, capital-intensive business with considerable exposure to seasonality, the economy and climate change. And a fair amount of debt at a time when interest rates are rising. That, my friends, is not the definition of an attractive business. It's going to take managerial expertise and guile to navigate these issues. If Oasis were to gain a couple of board seats, would that help? Hard to know. The best known of its candidates — at least to the business community — is Chapek, the former Disney CEO. On the surface, Chapek would be a major upgrade in the quality of Vail Resorts board. But there are questions about his motivation to be involved in this fight at all. Is he simply a rental candidate designed to provide Oasis much needed credibility with investors during the proxy fight? According to an Oasis SEC filing, Chapek is being paid $100,000 a month by Oasis for standing for election and providing consulting services during the proxy fight. Oasis disclosed that it will also make him a $500,000 “forgivable” loan to buy Vail Resorts stock in the event he wins a board seat. That is very unusual. VR could very well attack that arrangement, arguing that Chapek is a paper candidate being paid by Oasis not only to run, but serve if he happens to win. So far, Chapek doesn't appear to be hugely involved with the proxy fight. He has written a book on his Disney years — he was fired in 2022 after three years as CEO — called Behind The Castle Walls and is now on a book tour. But there's no doubt his presence on the board would give it greater gravitas. In addition, MGM Resorts International (NYSE: MGM) CEO Bill Horbuckle was added to the board in July. The addition of Hornbuckle and possibly Chapek would give the board a measure of experience and savvy that it has previously lacked. No matter how the proxy fight comes out, there's no doubt VR faces considerable challenges to not only get the stock price up but restore it to a position of respect among investors, Wall Street analysts and the skiing public. The outcome is anything but certain, though the need for change seems obvious to many observers. Wrote Swamy, “This company shows that [the strategy of] scale plus price has run out of road and that the company now has to spend real money buying back the guest experience it traded away…Unfortunately, I believe it will take a while for those changes to benefit the company.”"
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