The activist's filing

SCHEDULE 13D, filed 2026-09-16

What This Filing Is

This is a Schedule 13D (not a PREC14A, though tagged as a preliminary proxy-related filing) filed by Oasis Management Company Ltd., a Hong Kong-based activist investment manager, disclosing a ~6.2% ownership stake in Vail Resorts, Inc. (NYSE: MTN) and announcing its intention to nominate four director candidates for election at Vail Resorts' 2026 Annual Meeting of Stockholders.

Background

Oasis Management has been a shareholder of Vail Resorts and previously reported ownership on a Schedule 13G (passive) before its stake fell below 5%. It has since rebuilt its position, spending approximately $314 million to acquire shares through the Oasis Investments II Master Fund Ltd. Oasis believes Vail Resorts' portfolio of 42 mountain resorts is undervalued relative to peers and that the current Board lacks sufficient independence and operational focus. On September 10, 2026, Oasis formally delivered a nomination notice to Vail Resorts nominating four candidates for the Board.

What the Filer Is Demanding

• Board seats: Nomination of four candidates — Robert Chapek, M. Ashton Hudson, Bryce Roberts, and Picabo Street — for election to the Vail Resorts Board at the 2026 Annual Meeting
• Board reconstitution: A reconstituted Board with fresh perspectives and relevant operating experience to work with management on strategic and operational improvements
• Strategic and operational focus improvements, including:
  • Sharpened guest experience and pricing strategy
  • Improved marketing effectiveness
  • Fuller utilization of hospitality assets
  • More accessible entry points to skiing
  • Enhanced food and beverage offerings
  • Stronger partnerships with host mountain communities
  • Expanded year-round programming
• Greater Board accountability to guests, employees, local communities, and shareholders

Key Arguments Made

• Undervaluation: Oasis believes Vail Resorts' collection of 42 mountain resorts — described as "irreplaceable" and "scarce, high-quality assets" — is not fully reflected in the company's current stock valuation relative to peers
• Governance concerns: Oasis believes a more independent, reconstituted Board would be better positioned to evaluate all strategic alternatives and maximize shareholder value without bias
• Operational improvement opportunity: Oasis contends there is significant room to improve guest experience, pricing strategy, marketing, hospitality asset utilization, community engagement, and year-round programming
• Fresh perspective: The Reporting Persons argue that new Board members with relevant operating experience would help management sharpen strategic and operational focus
• Nominee qualifications: Robert Chapek is identified as having extensive experience in location-based entertainment (including as former CEO of The Walt Disney Company, though this is not explicitly stated in the filing — his described consulting areas cover location-based entertainment, media technology, AI, private equity real estate, medical technology, and health insurance); M. Ashton Hudson is Partner of Value Acquisition Fund and Founder/Chairman of Riverwood Asset Management; Bryce Roberts is Founder/Managing Director of INDIE Enterprises and Co-Founder/Managing Director of O'Reilly AlphaTech Ventures; Picabo Street is a retired Olympic athlete and Co-Founder of Picabo Street Academy
• Shareholder alignment: Per nomination agreements, nominees Hudson, Roberts, and Street are each required to invest the after-tax proceeds of their $100,000 total nomination fees into Vail Resorts common stock; Chapek is to receive a $500,000 forgivable loan to purchase shares if elected

Meeting Date

Not found in filing (referred to only as the "2026 Annual Meeting").

Activist Identity

Oasis Management Company Ltd.

• Affiliated fund: Oasis Investments II Master Fund Ltd. (the direct holder of shares)
• Key individual: Seth Fischer, responsible for all investment activities and decisions at Oasis Management
• Nominees (not affiliated investors): Robert Chapek, M. Ashton Hudson, Bryce Roberts, Picabo Street
• Ownership stake: Approximately 6.2% of outstanding shares as a reporting group (2,200,366 shares of Common Stock directly held; plus cash-settled swap exposure on an additional 477,714 shares representing ~1.3% economic exposure, for which no voting rights are held)
• Total acquisition cost: Approximately $314 million (excluding commissions) for the Oasis Fund's direct share position; Mr. Hudson also purchased 1,350 shares personally for approximately $0.2 million

Status

This is a preliminary filing (Schedule 13D with proxy contest implications). A formal nomination notice was delivered to Vail Resorts on September 10, 2026, and the filing was signed on September 16, 2026. No definitive proxy statement has been filed. The contest is at an early stage, and no shareholder vote has been scheduled or confirmed.

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The company's filing

DEFA14A, filed 2026-09-11

What This Filing Is

This is a soliciting material filing (Schedule 14A) submitted by Vail Resorts, Inc. (management/the registrant) confirming receipt of director nomination notices from outside shareholders and reiterating the company's own board refreshment efforts ahead of its 2026 Annual Meeting.

Background

Vail Resorts operates a global network of ski resorts including Vail Mountain, Breckenridge, Park City, and Whistler Blackcomb, among others. The company had previously announced an active search for a new independent director, expected to conclude in early 2027. Following the close of its nominations window on September 10, 2026, the company received multiple notices of intent to nominate director candidates from outside parties, prompting this disclosure.

What the Filer Is Demanding

This filing is from management (Vail Resorts), not the activist. The company is confirming receipt of the following external nomination notices:

• Via Oasis Management (September 9–10, 2026): Four nominees put forward:
  • Robert A. Chapek (Florida)
  • M. Ashton Hudson (Florida)
  • Bryce Roberts (Utah)
  • Picabo Street (Utah)
• Via Gregory Syvert Meyer (September 10, 2026): A self-nomination by Gregory Syvert Meyer (Florida)

Key Arguments Made

The filing is from Vail Resorts management and presents the following positions:

• The company confirms it has an active, ongoing search for a new independent director, which it expects to complete in early 2027, predating any proxy contest urgency.
• The Board will evaluate all candidates — including those nominated by outside shareholders — before determining its recommended director slate for the proxy statement.
• The company emphasizes consistent shareholder engagement and welcomes dialogue focused on long-term shareholder value.
• Shareholders are explicitly told they are not required to take any action at this time.

No specific financial performance data, turnaround metrics, or detailed arguments against the activist nominees are included in this filing.

Meeting Date

Not found in filing. The filing references the "2026 Annual Meeting" but does not specify an exact date.

Activist Identity

Oasis Management

Affiliated entities and individuals named in the filing:

• Oasis Management (nominating shareholder)
• Robert A. Chapek (nominee, Florida)
• M. Ashton Hudson (nominee, Florida)
• Bryce Roberts (nominee, Utah)
• Picabo Street (nominee, Utah)
• Gregory Syvert Meyer (self-nominated, Florida; filed independently, not via Oasis)

Stated ownership stake: Not disclosed in this filing.

Status

This is an early-stage soliciting material filing (14a-12), not a definitive proxy statement. Vail Resorts has not yet filed its formal proxy statement or WHITE proxy card. The activist nominees have been submitted but no proxy materials from either side have been finalized. The contest is at a preliminary stage, and no definitive proxy has been filed by any party.