Definitive Additional Proxy Materials

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

 

 

VAIL RESORTS, INC.

 

 

 

(Name of Registrant as Specified in Its Charter)

 

 

 

(Name of Person(s) Filing Proxy Statement,

if other than the Registrant)

 

 

Payment of Filing Fee (Check the appropriate box):

 

x   No fee required

 

¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 .

 

  (1)   Title of each class of securities to which transaction applies:

 

                                                                                                                                                                                                          

 

  (2)   Aggregate number of securities to which transaction apples:

 

                                                                                                                                                                                                          

 

  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

                                                                                                                                                                                                          

 

  (4)   Proposed maximum aggregate value of transaction:

 

                                                                                                                                                                                                          

 

  (5)   Total fee paid:

 

                                                                                                                                                                                                          

 

¨   Fee paid previously with preliminary materials.

 

¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number; or the Form or Schedule and the date of its filing.

 

  (1)   Amount Previously Paid:

 

                                                                                                                                                                                                          

 

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  (3)   Filing Party:

 

                                                                                                                                                                                                          

 

  (4)   Date Filed:

 

                                                                                                                                                                                                          

 

 

LOGO

 

December 10, 2003

 

 

SUPPLEMENT TO PROXY STATEMENT FOR THE 2003

ANNUAL MEETING OF SHAREHOLDERS

 

 

Dear Shareholder:

 

The following information, being mailed to shareholders on or about December 10, 2003, supplements and amends the Notice of the 2003 Annual Meeting of Shareholders and the accompanying Proxy Statement (the “Proxy Statement”), each dated November 26, 2003, furnished in connection with the solicitation of proxies by the Board of Directors of Vail Resorts, Inc. (the “Company”), for use at its Annual Meeting of Shareholders (the “Meeting”), to be held on Thursday, January 8, 2004 at 10:00 a.m., Eastern Standard Time at The Essex House, 160 Central Park South, New York, New York 10019, and at any adjournment or postponement of the Meeting.

 

The information contained in this Supplement should be read in conjunction with the Proxy Statement. There is no change in the time or place of the annual meeting or the record date to determine shareholders entitled to notice of and to vote at the annual meeting.

 

Change in Directors

 

On December 9, 2003, Marc J. Rowan, a Class 1 Director of the Company since October 1992, informed the Board that he has determined not to stand for re-election at the Meeting. The Class 1 Directors of the Board have determined to nominate Mr. John J. Hannan in substitution for Mr. Rowan.

 

Immediately below, please find biographical information with respect to Mr. Hannan.

 

Mr. Hannan is one of the founding principals of Apollo Advisors (1990), which, together with its affiliated investment managers, manages the Apollo Investment Funds. Mr. Hannan serves on the board of directors of Pacer International, Inc. and on the Supervisory Board of Directors of Buhrmann NV. Mr. Hannan also serves on the board of several non-profit and community organizations.

 

If you are a holder of Common Stock, no new proxy card is enclosed with this Supplement as Mr. Hannan is standing for election as a Class 1 Director and only holders of Class A Common Stock can elect Class 1 Directors. A proxy card was delivered to you along with the Proxy Statement and that proxy card may still be used.

 

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED REPLY ENVELOPE OR VOTE BY USING THE INTERNET OR THE TELEPHONE. THIS WILL NOT LIMIT YOUR RIGHT TO ATTEND OR VOTE AT THE MEETING.

 

By Order of the Board of Directors

LOGO

Martha D. Rehm

Senior Vice President,

General Counsel and Secretary

 

 

LOGO

LOGO

 

VAIL RESORTS, INC.

 

2003 ANNUAL MEETING OF SHAREHOLDERS

 

Thursday, January 8, 2004

 

10:00 a.m. Eastern Standard Time

 

The Essex House

160 Central Park South

New York, New York 10019

 

 

 

 

 

                                                                                                                                                                                                                                                      

 

 

LOGO  

137 Benchmark Road

Avon, Colorado 81620

   Proxy

 

This proxy is solicited by the Board of Directors for use at the 2003 Annual Meeting of Shareholders on Thursday, January 8, 2004.

 

The shares of CLASS A COMMON STOCK you hold in your account or in a dividend reinvestment account will be voted as you specify below.

 

If no choice is specified, the proxy will be voted “FOR” Items 1, 2 and 3.

 

By signing this proxy, you revoke all prior proxies and appoint Jeffrey W. Jones and Martha D. Rehm, each of them, with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.

 

 

 

 

See reverse for voting instructions.

 

 

LOGO

 

Voting Instructions

 

Please mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or return it to Vail Resorts, Inc., c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul, MN 55164-0873.

 

 

 

 

 

ò  Please detach here  ò

 

The Board of Directors Recommends a vote FOR Items 1, 2 and 3.

 

 

1.  Election of Class 1 Directors:

   01   John R. Hauge      04   William L. Mack          ¨   Vote FOR all nominees (except as marked)   ¨   Vote WITHHELD
from all nominees
    02   Roland A. Hernandez      05   John J. Hannan                   
    03   Robert A. Katz                              
                                       
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.)		           

2. Ratification of appointment of PricewaterhouseCoopers LLP as independent public accountants.

      ¨   For   ¨   Against   ¨   Abstain

3. In their discretion, upon other matters as they properly come before the meeting.

      ¨   For   ¨   Against   ¨   Abstain

 

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.

Address Change? Mark Box    ¨    Indicate changes below:

   Date                                                            

 

 

 

Signature(s) in Box

 

Please sign exactly as your name(s) appear on Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.