UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )



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VAIL RESORTS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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390 Interlocken Crescent

Broomfield, Colorado 80021

NOTICE OF THE ~~2014~~2016 ANNUAL MEETING OF STOCKHOLDERS

To be held on December ~~5, 2014~~

8, 2016

October ~~23, 2014~~

21, 2016

To our Stockholders:

The ~~2014~~2016 Annual Meeting of Stockholders of Vail Resorts, Inc., a Delaware corporation (the "“Company"”), will be held on ~~Friday,~~Thursday, December ~~5, 2014~~8, 2016 at 9:00 a.m., Mountain ~~Standard~~ Time, at ~~Vail Resorts, Inc.'s corporate headquarters, 390 Interlocken Crescent, Broomfield,~~the St. Julien Hotel, 900 Walnut Street, Boulder, Colorado ~~80021~~80302 to:


(1)		~~Elect~~elect the ~~eight~~nine directors named in the attached proxy statement to serve for ~~the ensuing year~~a one-year term and until their successors are elected and qualified;


(2)		~~Hold~~hold an advisory vote to approve executive compensation;


(3)		~~Re-approve the material terms for payment of performance-based incentive compensation for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986;~~
~~(4)~~		~~Ratify~~ratify the selection of PricewaterhouseCoopers LLP as the ~~Company's~~Company’s independent registered public accounting firm for the fiscal year ending July 31, ~~2015;~~2017; and


~~(5)~~(4)		~~Transact~~transact such other business as may properly come before the annual meeting or any adjournments or postponements of the annual meeting.

These items of business are more fully described in the proxy statement accompanying this notice.

Only holders of record of shares of our common stock at the close of business on October ~~14, 2014,~~11, 2016, which we refer to as the record date, are entitled to receive notice of, and to vote at, the annual meeting or at any postponement or adjournment thereof. A list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder at the annual meeting and for ten days prior to the annual meeting at our principal executive offices located at 390 Interlocken Crescent, Broomfield, Colorado 80021.

Pursuant to the rules of the Securities and Exchange Commission, or the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we will mail, on or about October ~~23, 2014,~~21, 2016, a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners as of the close of business on October ~~14, 2014.~~11, 2016. On the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to and at the URL address included in the Notice of Internet Availability of Proxy Materials.

The Notice of Internet Availability of Proxy Materials will also identify the date, the time and location of the annual meeting; the matters to be acted upon at the annual meeting and the Board of ~~Directors'~~Directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request a paper or e-mail copy of the proxy statement, our annual report and a form of proxy relating to the annual meeting; information on how to access and vote the form of proxy; and information on how to attend the annual meeting and vote in person. These proxy materials will be available free of charge.

~~Table of Contents~~

Stockholders are cordially invited to attend the annual meeting. If you wish to vote shares held in your name at the annual meeting, please bring your Notice of Internet Availability of Proxy Materials or proxy card (if you previously requested one be mailed to you) and picture identification. If you hold shares through an intermediary, such as a broker, bank or other nominee, you must present proof of ownership to attend the annual meeting. Proof of ownership could include a proxy from your broker, bank or other nominee or a copy of your account statement. Shares held through a broker, bank or other nominee may be voted by you in person at the annual meeting only if you obtain a valid proxy from the broker, bank or other nominee giving you the right to vote the shares and bring such proxy to the annual meeting. Attendance at our annual meeting will be limited to persons presenting a Notice of Internet Availability of Proxy Materials or proxy card (if you requested one) or voting instruction card, account statement or similar evidence of ownership, and picture identification. Attendance at the annual meeting alone will not automatically revoke your previously submitted proxy.

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Your vote is extremely important. We appreciate your taking the time to vote promptly. After reading the proxy statement, please vote, at your earliest convenience by telephone or Internet, or request a proxy card to complete, sign and return by mail. If you vote at the annual meeting, your previously submitted proxy will be revoked automatically and only your vote at the annual meeting will be counted.Your shares cannot be voted unless you vote by: (i) telephone, (ii) Internet, (iii) requesting a paper proxy card, to complete, sign and return by mail, or (iv) attending the annual meeting and voting in person. Please note that all votes cast via telephone or the Internet must be cast prior to 11:59 p.m., Eastern ~~Standard~~ Time, on ~~Thursday,~~Wednesday, December ~~4, 2014.~~7, 2016.


		~~By Order of the Board of Directors,~~

		~~Randall E. Mehrberg~~ ~~Executive Vice President,~~ ~~General Counsel and Secretary~~

By Order of the Board of Directors,

David T. Shapiro

Executive Vice President, General Counsel & Secretary

Broomfield, Colorado

October ~~23, 2014~~

21, 2016

TABLE OF CONTENTS

		~~Page~~


~~Proxy Summary~~		1Page
Proxy Summary	1
Proposal 1. Election of Directors		65
Information with Respect to Nominees		76
Management		1411
Security Ownership of Directors and Executive Officers		1512
Information as to Certain Stockholders		1613
Corporate Governance		1613
Corporate Governance Guidelines		1613
Board Leadership and Lead Independent Director		1713
Meetings of the Board		1714
Executive Sessions		1814
Director Nominations		1814
Determinations Regarding Independence		1815
Communications with the Board		1815
Code of Ethics and Business Conduct		1915
Risk Management		1915
Compensation Risk Assessment		1915
Committees of the Board		1916
The Audit Committee		2016
Audit Committee Report		2017
The Compensation Committee		2118
Compensation Committee Report		2419
The Executive Committee		2419
The Nominating & Governance Committee		2420
Director Compensation		2521
Director Compensation for Fiscal ~~2014~~ 2016		2521
Director Cash Compensation		2622
Director Equity Compensation		2623
Limited Director Perquisites and Personal Benefits		2623
Stock Ownership Guidelines for Non-Employee Directors		2723
Section 16(a) Beneficial Ownership Reporting Compliance		2723
Transactions with Related Persons		2723
Related Party Transactions Policy and Procedures		2723
~~Certain Related-Person Transactions~~ Executive Compensation		2824
~~Executive Compensation~~		29
Compensation Discussion and Analysis		2925
Executive Summary		2925
Key Objectives of Our Executive Compensation Program		3328
Compensation-Setting Process		3328
Elements of Compensation	29



	35Page
~~2014~~ 2016 Compensation Decisions		3731
Other Executive Compensation Policies and Practices		4235
Summary Compensation Table for Fiscal ~~2014~~ 2016		4437
Grants of Plan-Based Awards in Fiscal ~~2014~~ 2016		4539
Employment Agreements		4640
Outstanding Equity Awards at Fiscal ~~2014~~2016 Year-End		4841
Option Exercises and Stock Vested in Fiscal ~~2014~~ 2016		5144
Pension Benefits		5145
Nonqualified Deferred Compensation for Fiscal ~~2014~~ 2016		5145
Potential Payments Upon Termination or Change-In-Control		5346
Securities Authorized for Issuance Under Equity Compensation Plans		5649
Proposal 2. Advisory Vote to Approve Executive Compensation		5750
Proposal 3. ~~Re-Approval of the Material Terms for Payment of Performance-Based Incentive Compensation for Purposes of Complying With Section 162(m) of the Internal Revenue Code of 1986~~		58
~~Background~~		58
~~Determination of Awards~~		59
~~Payment of Incentive Awards~~		60
~~Eligible Employees~~		60
~~Maximum Award~~		60
~~New Plan Benefits~~		60
~~Board Recommendation~~		61
~~Proposal 4.~~ Ratification of the Selection of Independent Registered Public Accounting Firm		6151
Selection of Independent Registered Public Accounting Firm		6151
Fees Billed to Vail Resorts by PricewaterhouseCoopers LLP during Fiscal ~~2014~~2016 and Fiscal ~~2013~~ 2015		6151
The Annual Meeting and Voting – Questions and Answers		6252
Stockholder Proposals for ~~2015~~2017 Annual Meeting		6655
Householding of Proxy Materials	55
Other Matters	55

67
~~Other Matters~~
67

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PROXY SUMMARY

This summary contains highlights about our Company and the 2016 Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider in advance of the annual meeting, and we encourage you to read the entire proxy statement and our 2016 Annual Report on Form 10-K carefully before voting. Page references are provided to help you find further information in this proxy statement. For information concerning the annual meeting and voting on the proposals discussed in more detail in this proxy statement, please see “The Annual Meeting and Voting – Questions and Answers” beginning on page 52.

~~PROXY SUMMARY~~

This summary contains highlights about our Company and the 2014 Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider in advance of the annual meeting, and we encourage you to read the entire proxy statement and our 2014 Annual Report on Form 10-K carefully before voting. Page references ("XX") are provided to help you find further information in this proxy statement. For information concerning the annual meeting and voting on the proposals discussed in more detail in this proxy statement, please see "The Annual Meeting and Voting – Questions and Answers" beginning on page 62.

Corporate Governance Highlights (page ~~16)~~13)

We believe good governance is integral to achieving long-term ~~shareholder~~stockholder value. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board of Directors monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests. Highlights of our corporate governance include:

•

All of our director nominees are independent, except our ~~CEO~~

•

CEO;

All of our Audit, Compensation and Nominating & Governance Committee members are ~~independent~~

•

independent;

An independent non-executive lead ~~director~~

•

director;

Annual election of all ~~directors~~

•

directors;

Majority voting standard and a director resignation policy in uncontested director ~~elections~~

•

elections;

Executive sessions of independent directors held at regularly scheduled Board ~~meetings~~

•

meetings;

Meaningful stock ownership ~~guidelines~~

•

guidelines;

Excellent track record of attendance of all directors at Board and committee meetings in fiscal ~~2014~~

•

2016;

Anti-hedging policy for all directors and executive officers; and

Clawback policy applicable to executive officers

for both cash and equity-based awards.

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Director Nominees (page 7)5)

The following table provides summary information about each director nominee. Each director stands for election annually. Detailed information about each director nominee's background, skill set and areas of experience can be found beginning on page 8.

Committee Memberships

Director Nominee
Director Since
Primary Occupation and Experience
Independent
Audit
Comp
N&G
Exec

Roland A. Hernandez¨ 2002 Founding Principal & CEO Hernandez Media Ventures; former CEO of Telemundo Yes F Chair X

Robert A. Katz 1996 Chairman and CEO of Vail Resorts, Inc. No X

Richard D. Kincaid 2006 Founder & President of BeCause Foundation; former CEO of Equity Office Properties Yes X X

John T. Redmond 2008 Former Managing Director & CEO of Echo Entertainment Group Limited Yes F

Hilary A. Schneider 2010 President of Lifelock, Inc. Yes X

D. Bruce Sewell 2013 SVP, General Counsel & Secretary of Apple Inc. Yes Chair

John F. Sorte 1993 Executive Chairman Morgan Joseph TriArtisan LLC Yes X Chair X X

Peter A. Vaughn 2013 SVP of International Consumer Products and Marketing of American Express Company Yes X

Fiscal 2014 Meetings 6 3 1 1

The following table provides summary information about each director nominee. Each director stands for election annually. Detailed information about each director nominee’s background, skill set and areas of experience can be found beginning on page 6.

Committee Memberships

Director Nominee

Director

Since

Primary Occupation and Experience

Independent

Audit

Comp

N&G

Exec

Susan L. Decker

2015

Principal of

Deck3 Ventures LLC

Yes

Roland A. Hernandezs

2002

Founding Principal & CEO of

Hernandez Media Ventures; former CEO

of Telemundo

Yes

Chair

Robert A. Katz

1996

Chairman and CEO of

Vail Resorts, Inc.

John T. Redmond

2008

President of Allegiant Travel Company

Yes

Michele Romanow

2016

Co-Founder, Clearbanc

Yes

Hilary A. Schneider

2010

President and Chief Executive Officer of

Lifelock, Inc.

Yes

D. Bruce Sewell

2013

SVP, General Counsel & Secretary of

Apple Inc.

Yes

Chair

John F. Sorte

1993

Executive Chairman of

Morgan Joseph TriArtisan LLC

Yes

Chair

Peter A. Vaughn

2013

Founder and Managing Director of

Vaughn Advisory Group, LLC

Yes

Fiscal 2016 Meetings

—




Audit – Audit Committee		Exec – Executive Committee
Comp – Compensation Committee		F – Audit Committee Financial Expert
N&G – Nominating & Governance Committee		¨s – Lead Independent Director

The Board of Directors held ~~four~~seven meetings during fiscal ~~2014.~~2016. Each of the directors attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year.

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Executive Compensation Highlights (see page ~~29)~~24)

Under our executive compensation program, a significant portion ~~(85%~~(approximately 86% and ~~68%~~75%, respectively) of the ~~CEO's~~CEO’s and other ~~Named Executive Officers'~~named executive officers’ annual target total direct compensation is variable based upon our operating performance and/or our stock price, as shown below:

~~For fiscal 2014, our named executive officer executive compensation highlights included:~~

•: ~~We generally increased base salaries for our named executive officers by 3% from fiscal 2013 amounts~~
•: ~~We generally maintained equity grant values for our named executive officers near fiscal 2013 levels, with a modest 3.5% increase over fiscal 2013 levels; and~~
•: Our CEO's target total direct compensation continued to be largely based upon variable or "at risk" elements (85% for fiscal 2014), which further aligns our CEO's compensation interests with the investment interests of our stockholders;

In addition, for fiscal ~~2014,~~2016, we engaged in (or refrained from) certain pay practices with respect to our named executive officer compensation program that we believe align with market best practices:

What We Do:



þ		Annual Advisory Vote to Approve Executive Compensation
þ		Independent Compensation Committee
þ		Significant Portion of Executive Compensation Tied to Performance
þ		Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives
þ		Market Alignment of Compensation ~~But With~~but with Greater Emphasis on ~~At-Risk~~At- Risk Compensation
þ		Independent Compensation Consultant
þ		Clawback Policy
þ		Stock Ownership Guidelines
þ		Use of Tally Sheets
þ		Annual Risk Assessment

~~Table of Contents~~

What We ~~Don't~~Don’t Do:



ý		No Excessive Perquisites
ý		No Tax Gross-Ups on Perquisites, Except for Standard Relocation Benefits
ý		No Excise Tax Gross-Ups
ý		~~No Golden Parachute Tax Gross-Ups~~
ý		No Automatic Salary Increases or Guaranteed Bonuses
ý		No ~~"Single Trigger"~~“Single Trigger” Automatic Payments or Benefits Upon a Change in Control
ý		No Hedging or Pledging
ý		No Equity Repricing
ý		No Pension Plans or SERPs

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VOTING MATTERS AND BOARD RECOMMENDATION

The following table summarizes the proposals to be considered at the annual meeting and the ~~Board's~~Board’s voting recommendation with respect to each proposal.




Management Proposals		Board Vote Recommendation	Page Reference


Election of ~~eight Directors,~~nine directors, each for a one-year term expiring in ~~2015~~	2017	FOR EACH NOMINEE	6
				5
Advisory vote to approve executive compensation		FOR	57

~~Re-approval of the material terms for payment of performance-based incentive compensation for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986~~		~~FOR~~	58
				50
Ratification of PricewaterhouseCoopers LLP as independent ~~auditor~~registered public accounting firm for fiscal ~~2015~~	2017	FOR	61
				51

Election of Directors (Proposal No. 1)

We are asking stockholders to elect each of our nominees for the Board of Directors. Our nominees ~~include:~~are: Susan L. Decker, Roland A. Hernandez, Robert A. Katz, ~~Richard D. Kincaid,~~ John T. Redmond, Michele Romanow, Hilary A. Schneider, D. Bruce Sewell, John F. Sorte and Peter A. Vaughn. If elected, each director nominee will serve as a director for a one-year term that expires in ~~2015.~~

2017.

Advisory Vote to Approve Executive Compensation (Proposal No. 2)

We are asking stockholders to cast an advisory, non-binding vote to approve compensation awarded to our named executive officers. The primary objective of our executive compensation program is to emphasize pay-for-performance by incentivizing our executive officers and senior management to drive superior results and generate stockholder value. Additional information regarding our executive compensation may be found elsewhere in this proxy statement.

~~Table of Contents~~

~~Re-approval of the Material Terms for Payment of Performance-Based Incentive Compensation for Purposes of Complying with Section 162(m) of the Internal Revenue Code of 1986 (Proposal No. 3)~~

We are asking stockholders to re-approve the material terms for payment of performance-based incentive compensation under the Company's incentive compensation plans. We are not amending or altering any of the Company's incentive compensation plans.

Ratification of PricewaterhouseCoopers LLP as Independent Auditor (Proposal No. 4)3)

We are asking stockholders to ratify the appointment of PricewaterhouseCoopers LLP as independent ~~auditor~~registered public accounting firm for fiscal ~~2015.~~2017. The Audit Committee has selected, and the Board of Directors has ratified the selection of, PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal ~~2015.~~2017. Set forth below is information about its fees in fiscal ~~2014~~2016 and fiscal ~~2013.~~

2015.



Type of fees		2014		2013	2016		2015


Audit fees	$	1,831,788	$	1,900,020	$	2,248,788	$	2,157,000

Audit-related fees		—		—	—		—

Tax fees		—		—	152,188		40,986

Other fees		3,704		3,704	3,600		3,600


Total	$	1,835,492	$	1,903,724	$	2,404,576	$	2,201,586

~~MEETING INFORMATION~~

MEETING INFORMATION



Date and time:		December ~~5, 2014,~~8, 2016, 9:00 a.m. Mountain ~~Standard~~ Time
Place:		~~Vail Resorts, Inc. corporate headquarters~~ ~~390 Interlocken Crescent~~ ~~Broomfield,~~ St. Julien Hotel 900 Walnut Street Boulder, Colorado ~~80021~~80302
Record date:		October ~~14, 2014~~11, 2016
Voting:		Stockholders at the close of business on the record date may vote at the Annual Meeting of Stockholders. Each share is entitled to one vote on each matter to be voted upon.

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390 Interlocken Crescent

Broomfield, Colorado 80021

PROXY STATEMENT FOR THE ~~2014~~
2016

ANNUAL MEETING OF STOCKHOLDERS

We are providing these proxy materials in connection with the solicitation of proxies by the Board of Directors (the "“Board"”) of Vail Resorts, Inc. (the "“Company"”) to be voted at our annual meeting, which will take place on ~~Friday,~~Thursday, December ~~5, 2014~~8, 2016 at 9:00 a.m., Mountain ~~Standard~~ Time, at ~~Vail Resorts, Inc.'s corporate headquarters, 390 Interlocken Crescent, Broomfield,~~the St. Julien Hotel, 900 Walnut Street, Boulder, Colorado ~~80021,~~80302, and at any adjournment or postponement thereof. As a stockholder, you are invited to attend the annual meeting and are requested to vote on the items of business described in this proxy statement.

In accordance with the rules and regulations of the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we are furnishing proxy materials, which include our proxy statement and annual report, to our stockholders over the Internet. Because you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless you have previously made a permanent election to receive these materials in hard copy or unless you request a printed copy as described below. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

It is anticipated that the Notice of Internet Availability of Proxy Materials will be mailed, and this proxy statement will be made available, to stockholders on or about October ~~23, 2014.~~21, 2016.

PROPOSAL 1. ELECTION OF DIRECTORS

At the annual meeting, ~~eight~~nine directors will be nominated for election to the Board to serve for the next year and until their respective successors are elected and qualified. The nominees are Mmes. Decker, Romanow and Schneider and Messrs. Hernandez, Katz, ~~Kincaid,~~ Redmond, Sewell, Sorte and ~~Vaughn and Ms. Schneider.~~Vaughn. Each of the nominees is currently a director of the Company and all nominees, except for Ms. Romanow, were previously elected by stockholders. In connection with the ~~stockholders.~~

Company’s acquisition of Whistler Blackcomb Holdings Inc. (“Whistler Blackcomb”), the size of the Company’s Board was increased by one to include a director identified by Whistler Blackcomb and agreed upon by the Company. Michele Romanow was identified as such director and was appointed to the Board on October 17, 2016, the closing of the acquisition. Ms. Romanow is a nominee for election at the annual meeting.

The persons named as proxies in the accompanying proxy, who have been designated by the Board, intend to vote, unless otherwise instructed in such proxy, ~~"FOR"~~“FOR” the election of Mmes. Decker, Romanow and Schneider and Messrs. Hernandez, Katz, ~~Kincaid,~~ Redmond, Sewell, Sorte and Vaughn ~~and Ms. Schneider~~ as directors. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee, if any, proposed by the Board. Each person nominated for election has agreed to

~~Table of Contents~~

serve if elected. Our Board has no reason to believe that any nominee will be unable to serve. The proxies solicited by this proxy statement may not be voted for more than ~~eight~~nine nominees.

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INFORMATION WITH RESPECT TO NOMINEES

The Nominating & Governance Committee monitors the mix of skills, knowledge, perspective, leadership, age, experience and diversity among directors in order to assure that the Board has the ability to perform its oversight function effectively. The Nominating & Governance Committee has determined that the Board will be comprised of individuals who meet the highest possible personal and professional standards. Our director nominees should have broad experience in management, policymaking and/or finance, relevant industry knowledge, business creativity and vision. They should also be committed to enhancing stockholder value and should be able to dedicate sufficient time to effectively carry out their duties.

The Nominating & Governance Committee considers many factors when determining the eligibility of candidates for nomination as director. The Nominating & Governance Committee does not have a formal diversity policy; however, in connection with the annual nomination process, the Nominating & Governance Committee considers the diversity of candidates to ensure that the Board is comprised of individuals with a broad range of experiences and backgrounds who can contribute to the ~~Board's~~Board’s overall effectiveness in carrying out its responsibilities. The Nominating & Governance Committee assesses the effectiveness of its efforts at achieving a diverse Board when it annually evaluates the ~~Board's~~Board’s composition.

The Nominating & Governance Committee considers the following specific characteristics in making its nominations for our Board: independence, wisdom, integrity, understanding and general acceptance of the ~~Company's~~Company’s corporate philosophy, business or professional knowledge and experience that can bear on the ~~Company's~~Company’s and the ~~Board's~~Board’s challenges and deliberations, proven record of accomplishment with excellent organizations, inquiring mind, willingness to speak ~~one's~~one’s mind, ability to challenge and stimulate management, future orientation, willingness to commit time and energy, diversity and international/global experience.

The following sets forth the name and age of each nominee, identifies whether the nominee is currently a member of the Board, lists all other positions and offices, if any, now held by him or her with the Company, and specifies his or her principal occupation during at least the last five years.


~~Name~~	~~Age~~	~~Position~~


~~Roland A. Hernandez~~	57	~~Director~~
~~Robert A. Katz~~	47	~~Chairman and Chief Executive Officer~~
~~Richard D. Kincaid~~	52	~~Director~~
~~John T. Redmond~~	56	~~Director~~
~~Hilary A. Schneider~~	53	~~Director~~
~~D. Bruce Sewell~~	56	~~Director~~
~~John F. Sorte~~	67	~~Director~~
~~Peter A. Vaughn~~	50	~~Director~~

~~Table of Contents~~


Director Nominee		Business Experience, Other Directorships and Qualifications

SUSAN L. DECKER Age – 53 Principal Deck3 Ventures LLC Director Since September 25, 2015 Independent Committees: Compensation Current Public Directorships: Berkshire Hathaway, Inc. Costco Wholesale Corporation		Ms. Decker is the principal of Deck3 Ventures LLC, a privately held consulting and advisory firm. She has served in this capacity since 2009. Ms. Decker currently offers advisory services to corporations and serves on the boards of directors of Berkshire Hathaway Corporation, Costco Wholesale Corporation and Vox Media, Incorporated. During the 2009-2010 school year, Ms. Decker served as Entrepreneur-in-Residence at Harvard Business School. Prior to that, from June 2000 to April 2009, she held various executive management positions at Yahoo! Inc., a global Internet brand, including president (June 2007 to April 2009), head of the Advertiser and Publisher Group (December 2006 to June 2007) and Chief Financial Officer (June 2000 to June 2007). Prior to joining Yahoo!, she spent 14 years with Donaldson, Lufkin & Jenrette (DLJ), most recently as Managing Director, global equity research (1998 - 2000), and previously as an equity research analyst, covering publishing and advertising stocks from 1986 to 1998. Skills and Qualifications: • Leadership and Finance experience—former lead director of an international manufacturer of microprocessors and chipsets (Intel); current principal of corporate advisory firm (Deck3); former president and CFO of large public global technology company (Yahoo!); former entrepreneur-in-residence for leading business school (Harvard); former global director of equity research for an investment bank (DLJ) • Technology and International experience—director of a large, diverse multinational conglomerate (Berkshire); director of a leading global retailer (Costco); former director of an international manufacturer of microprocessors and chipsets company (Intel); leadership positions at large public global technology company (Yahoo!); former director of global equity research for an investment bank (DLJ)

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Director Nominee		Business Experience, Other Directorships and Qualifications

ROLAND A. HERNANDEZ Age – 5759 Founding Principal & CEO Hernandez Media Ventures Director Since December 2002 Lead Director Since March 2009 Independent ~~Independent~~ Committees: Audit, Nominating & Governance Chair, Executive ~~Executive~~ Current Public ~~Directorships~~: Directorships: MGM Resorts International, Belmond Ltd. (formerly known as Orient Express Hotels Ltd.) and U.S. Bancorp		Mr. Hernandez is the founding principal and Chief Executive Officer of Hernandez Media Ventures, a privately held company engaged in the acquisition and management of media assets. He has served in this capacity since 2001. Mr. Hernandez has served as Chairman of Belmond Ltd., a luxury hotel company, since 2013. He also served as Chairman of Telemundo Group, Inc., a Spanish-language television and entertainment company, from 1998 to 2000, and as President and Chief Executive Officer from 1995 to 2000. From 1986 to 1994, Mr. Hernandez was President of the corporate general partner of Interspan Communications. Mr. Hernandez previously served on the board of directors of The Ryland Group, Inc., Sony Corporation and Wal-Mart Stores, Inc. He also serves on the advisory board of Harvard Law School and the ~~President's~~President’s Council on International Activities at Yale University. Skills and Qualifications: • Leadership andFinance experience—current CEO of privately-held media asset company (Hernandez Media Ventures); former CEO and Chairman of multinational television and entertainment company (Telemundo); director of large commercial bank (U.S. Bancorp); advisory board of leading law school (Harvard) • Industry andInternational experience—Chairman of luxury hotel company and sophisticated adventure travel operator (Belmond); director of global hospitality company (MGM); former CEO and Chairman of multinational television and entertainment company (Telemundo)



Director Nominee		Business Experience, Other Directorships and Qualifications

ROBERT A. KATZ Age – 4749 Chairman of the Board & CEO Vail Resorts, Inc. Director Since June 1996 Chairman of the Board Since March 2009 Committees: Executive		Mr. Katz served as Lead Director from June 2003 until his appointment as Chief Executive Officer of the Company in February 2006. Prior to becoming the Chief Executive Officer, Mr. Katz was associated with Apollo Management L.P., a private equity investment firm, since its founding in 1990. Mr. Katz serves on the ~~board~~Wharton Leadership Advisory Board at the University of ~~directors of the Vail Valley Foundation and~~Pennsylvania. Mr. Katz has previously served on numerous private, public and non-profit boards. Skills and Qualifications: • Leadership,Industry andMarketing experience—professional association with Vail Resorts began in 1992 and has been involved with all major strategic decisions for over two decades; CEO since 2006 with unique insight and information regarding the ~~Company's~~Company’s strategy, operations and business and experience with global branding, development and strategy, as well a unique historical perspective into the operations and vision for the Company (Vail Resorts) • Finance experience—current CEO of large public company (Vail Resorts); former senior partner at large private equity investment firm (Apollo)

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Director Nominee		Business Experience, Other Directorships and Qualifications



~~RICHARD D. KINCAID~~ ~~Age – 52~~ ~~Founder & President~~ ~~BeCause Foundation~~ ~~Director Since~~ ~~June 2006~~ ~~Independent~~ ~~Committees~~: ~~Compensation, Nominating &~~ ~~Governance~~ ~~Current Public Directorships~~: ~~Rayonier Inc., Strategic Hotels and~~ ~~Resorts, Inc. and Dividend Capital~~ ~~Diversified Property Fund, Inc.~~		Mr. Kincaid is the Founder and President of the BeCause Foundation, a nonprofit corporation that heightens awareness of complex social problems and promotes change through the power of film. Until March 2007, Mr. Kincaid was the President, Chief Executive Officer and a trustee of Equity Office Properties Trust, an owner and manager of office buildings and, at the time, the largest U.S. real estate investment trust. He was named President of Equity Office Properties in November 2002 and Chief Executive Officer in April 2003. Mr. Kincaid joined Equity Office Properties as a Senior Vice President in 1996, was named Chief Financial Officer in 1997 and Executive Vice President and Chief Operating Officer in 2001. He previously served as Senior Vice President and Chief Financial Officer of Equity Office Holdings, L.L.C., a predecessor of Equity Office Properties, and was Senior Vice President of Equity Group Investments, Inc., a private investment company. Mr. Kincaid serves on the board of directors of several private companies and non-profit organizations, including Green Planet Bottling, Inc., Life for the World, InnFlux Inc., Sage Vertical Garden Systems, LLC and Staff CV. ~~Skills and Qualifications~~: • ~~Leadership~~ ~~andFinance~~ experience—former CEO of large public real estate investment trust (Equity Office); leadership positions at predecessor entities to Equity Office; director of global land resources company (Rayonier) • ~~Industry~~ ~~andInternational~~ experience—director of global land resources company (Rayonier); director of real estate investment trust that owns and manages high-end hotels and resorts in the United States and Europe (Strategic Hotels)

~~Table of Contents~~


~~Director Nominee~~		~~Business Experience, Other Directorships and Qualifications~~



JOHN T. REDMOND Age – 5658 ~~Former Managing Director & CEO~~ President, Allegiant Travel Company ~~Echo Entertainment Group Limited~~ Director Since March 2008 Independent ~~Independent~~ Committees: Audit ~~Audit~~ Current Public Directorships: Allegiant Travel Company		Mr. Redmond is the President of Allegiant Travel Company effective as of September 12, 2016. Previously, Mr. Redmond was the Managing Director and Chief Executive Officer of Echo Entertainment Group Limited, a leading Australian entertainment and gaming company, from January 2013 to April 2014, and previously served as a non-executive director from March 2012 to January 2013. Mr. Redmond was President and Chief Executive Officer of MGM Grand Resorts, LLC, a collection of resort-casino, residential living and retail developments, and a director of its parent company, MGM Resorts International, from March 2001 to August 2007. He served as Co-Chief Executive Officer and a director of MGM Grand, Inc. from December 1999 to March 2001. Mr. Redmond was President and Chief Operating Officer of Primm Valley Resorts from March 1999 to December 1999 and Senior Vice President of MGM Grand Development, Inc. from August 1996 to February 1999. Prior to 1996, Mr. Redmond was Senior Vice President and Chief Financial Officer of Caesars Palace and Sheraton Desert Inn, having served in various other senior operational and development positions with Caesars World, Inc. Mr. Redmond previously served on the board of directors of Tropicana Las Vegas Hotel and Casino, Inc. Skills and Qualifications: • Leadership andFinance experience—former CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM); president and director of low-cost, high-efficiency, all-jet passenger airline (Allegiant) • Industry andInternational experience—former CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM)

~~Table of Contents~~



Director Nominee		Business Experience, Other Directorships and Qualifications

MICHELE ROMANOW Age – 31 Co-Founder, Clearbanc Director Since October 17, 2016 Independent		Ms. Romanow is the Co-Founder of Clearbanc, a technology company that provides financial services for freelancers in the United States. Previously, Ms. Romanow was the Co-Founder of Snap by Groupon (previously SnapSaves), which was founded in March 2012 and acquired by Groupon, Inc. in June 2014. She served as a senior marketing executive for Groupon from June 2014 until March 2016. In February 2011, Ms. Romanow also founded Buytopia.ca, a Canadian ecommerce leader of which she continues to be a partner. Prior to that she was Director, Corporate Strategy & Business Improvement for Sears Canada. Ms. Romanow is also one of the venture capitalists on the award winning CBC series Dragons’ Den. Ms. Romanow is also a Director of SHAD, a registered Canadian charity that empowers exceptional high school students. Ms. Romanow was previously a director of Whistler Blackcomb, which was acquired by Vail Resorts in October 2016. She holds a Bachelor of Science in Engineering and a Master of Business Administration from Queen's University. Skills and Qualifications: • Leadership experience—Co-Founder of SnapSaves (now Snap by Groupon) and former head of marketing of Snap by Groupon; Co-Founder and Partner of Buytopia.ca; former director of Whistler Blackcomb • Technology and Marketing experience—former head of marketing of Snap by Groupon; Co-Founder of three technology companies (Clearbanc, SnapSaves and Buytopia.ca)

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Director Nominee		Business Experience, Other Directorships and Qualifications

HILARY A. SCHNEIDER Age – 5355 President & Chief Executive Officer LifeLock, Inc. ~~Lifelock, Inc.~~ Director Since March 2010 Independent ~~Independent~~ Committees: Compensation ~~Compensation~~ Current Public Directorships : LifeLock, Inc.		Ms. Schneider is the President and Chief Executive Officer of ~~Lifelock,~~LifeLock, Inc., a leading provider of identity theft protection, identity risk assessment and fraud protection services, a position she has held since March 2016. Ms. Schneider is also a director of LifeLock, Inc. From September ~~2012.~~2012 to February 2016, she served as the President of LifeLock, Inc. From March 2010 to November 2010, Ms. Schneider served as Executive Vice President at Yahoo! Americas. She joined Yahoo! in September 2006 when she led the ~~company's~~company’s U.S. region, Global Partner Solutions and Local Markets and Commerce divisions. Prior to joining Yahoo!, Ms. Schneider held senior leadership roles at Knight Ridder, Inc., from April 2002 to January 2005, including Chief Executive Officer of Knight Ridder Digital before moving to co-manage the ~~company's~~company’s overall newspaper and online business. From 2000 to 2002, Ms. Schneider served as President and Chief Executive Officer of Red Herring Communications. She also held numerous roles at Times Mirror from 1990 through 2000, including President and Chief Executive Officer of Times Mirror Interactive and General Manager of the Baltimore Sun. Ms. Schneider serves as a senior advisor for TPG Capital. She also serves on the board of directors of several private companies and non-profit organizations, including ~~RentPath, Inc. and~~ Water.org. Skills and Qualifications: • Leadership experience—director, president and CEO of large public identity and fraud protection company ~~(Lifelock)~~(LifeLock); leadership positions at large public global technology company (Yahoo!) • Industry andMarketing experience—president and CEO of large public identity and fraud protection company ~~(Lifelock)~~(LifeLock); leadership positions at large public global technology company (Yahoo!); senior advisor to large private equity investment firm (TPG)

~~Table of Contents~~



Director Nominee		Business Experience, Other Directorships and Qualifications



D. BRUCE SEWELL Age – 5658 Senior Vice President, General Counsel & Secretary Apple Inc. Director Since January 2013 Independent ~~Independent~~ Committees: Audit Chair, Nominating & Governance		Mr. Sewell is Senior Vice President, General Counsel and Secretary of Apple Inc., overseeing all legal matters for Apple, including corporate governance, intellectual property, litigation and securities compliance, as well as ~~government affairs.~~global security operations, privacy and encryption. He joined Apple in September 2009. Prior to joining Apple, Mr. Sewell served as Senior Vice President, General Counsel of Intel Corporation from 2005 to 2009. He also served as ~~Intel's~~Intel’s Vice President, General Counsel from 2004 to 2005 and Vice President of Legal and Government Affairs, Deputy General Counsel from 2001 to 2004. Prior to joining Intel in 1995 as a senior attorney, Mr. Sewell was a partner in the law firm of Brown and Bain PC. Skills and Qualifications: • Leadership andFinance experience—general counsel of a large international public company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel) • Technology andInternational experience—general counsel of international public mobile communication, personal computer, software and media devices company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel)

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Director Nominee		Business Experience, Other Directorships and Qualifications

JOHN F. SORTE Age – 6769 Executive Chairman Morgan Joseph TriArtisan LLC Director Since January 1993 Independent ~~Independent~~ Committees: Audit, Compensation Chair, Nominating & Governance, Executive		Mr. Sorte is Executive Chairman of Morgan Joseph TriArtisan LLC, an investment and merchant bank engaged in ~~providing financial advice, capital raising~~principal investment and ~~private equity investing.~~corporate finance advisory activities. Mr. Sorte is also a director of Morgan Joseph TriArtisan Group Inc., the parent company of Morgan Joseph TriArtisan LLC. Prior to co-founding Morgan Joseph in 2001, he was President of New Street Advisors L.P. He previously held various positions at Drexel Burnham Lambert, including Head of the Energy Group, Co-head of Investment Banking and Chief Executive Officer and member of the board of directors. Mr. Sorte started his career as an investment banker at Shearson Hammill. Mr. Sorte also serves on the board of directors of Shorts International Ltd. and previously served on the board of directors of Autotote Corp. and Westpoint Stevens Inc., as well as several private companies and non-profit organizations. Skills and Qualifications: • Leadership andFinance experience—executive chairman of investment and merchant bank (Morgan Joseph); former president of private equity firm (New Street); prior leadership positions at global investment bank (Drexel) • International experience—executive chairman of investment and merchant bank with international operations (Morgan Joseph); prior leadership positions at global investment bank (Drexel)

~~Table of Contents~~



Director Nominee		Business Experience, Other Directorships and Qualifications



PETER A. VAUGHN Age – 5052 ~~Senior Vice President of~~ ~~International Consumer Products~~ Founder and ~~Marketing~~Managing Director Vaughn Advisory Group, LLC ~~American Express Company~~ Director Since June 2013 Independent ~~Independent~~ Committees: Compensation		Mr. Vaughn is the founder and Managing Director of the Vaughn Advisory Group, LLC, a privately-held company providing consulting services on global brand strategy and marketing. From January 2013 through November 2014, he was the Senior Vice President of International Consumer Products and Marketing of the American Express Company, providing strategic marketing leadership for the ~~company's~~company’s consumer card-issuing and network businesses in over 160 countries worldwide, with a focus on product line strategy, benefit sourcing and management, product innovation, brand management, communications and advertising. Previously, he held several senior marketing roles within American Express, including serving as Chief Marketing Officer of Global Network Services from 2011 to January 2013, Senior Vice President of Global Brand Management from 2005 to 2011, Vice President of Marketing for the Travelers Cheque and Prepaid Services Group from 2002 to 2004, Vice President and General Manager of Lending for the Small Business Division in 2001 and Vice President of Acquisition and Advertising for Small Business Services from 1999 to 2001. From 1994 to 1999, he held several positions overseas in the Consumer Services Group of American Express, including Vice President of International Product Development, European Head of Revolving Credit and Lending and Senior Director of European Product Development. Mr. Vaughn joined American Express in 1992, acting as Director of Marketing for the Consumer Financial Services Group. Skills and Qualifications: • Leadership andInternational experience—former senior global marketing positions and senior business leader in multiple business lines at a global, public financial services company (American Express) • Marketing andFinance experience—principal of privately-held global brand strategy and marketing company (Vaughn Advisory Group); former senior global marketing positions and senior business leader in multiple business lines with operational marketing and profit/loss responsibility at a global, public financial services company (American Express)

THE BOARD RECOMMENDS THAT YOU VOTE ~~"FOR"~~“FOR” THE ELECTION OF EACH OF THE

NOMINEES NAMED ABOVE.

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MANAGEMENT

The ~~Company's~~Company’s named executive officers, as well as additional information with respect to such persons, are set forth in the table below:



Name	Age	~~Age~~		Position


Robert A. Katz		47	49	Chairman and Chief Executive Officer
~~Blaise T. Carrig~~Patricia A. Campbell	53	63		~~President–~~President - Mountain Division
Michael Z. Barkin		36	38	Executive Vice President and Chief Financial Officer
Kirsten A. Lynch		46	48	Executive Vice President and Chief Marketing Officer
~~Randall E. Mehrberg~~David T. Shapiro		58	46	Executive Vice President, General Counsel and Secretary

For biographical information about Mr. Katz, see ~~"Director Nominees"~~“Director Nominees” above.

~~Blaise T. Carrig~~Patricia A. Campbell has served as ~~President–~~President - Mountain Division since ~~June 2012. Mr. Carrig~~August 2015. Ms. Campbell previously served as ~~Co-President of the Company from June 2011 to June 2012, as Co-President—Mountain Division from April 2010 to June 2011, as~~ Executive Vice ~~President–Mountain Division~~President since October 2013 and served as the Chief Operating Officer of ~~Heavenly Mountain~~Breckenridge Ski Resort ~~from January 2008~~since October 2009. Prior to ~~April 2010 and as Senior Vice President and~~that, Ms. Campbell was Chief Operating Officer of ~~Heavenly Mountain~~Keystone Resort from November 2006 to September ~~2002 to January 2008. From 1997 to 2002, Mr. Carrig was~~2009. Ms. Campbell joined the ~~President and Managing Director for The Canyons~~Company in ~~Park City, Utah. Prior to 1997, he served~~July 1999 as the ~~Managing~~ Director of ~~Sugarbush Resort in Warren, Vermont, where he had been since 1976 in a variety~~Ski School at Breckenridge and she has more than 25 years of ~~positions from Ski Patrol to President. Mr. Carrig has been active~~expertise in the ski industry ~~having served on~~and senior management, holding various roles from her start as a Ski School Instructor at Jackson Hole Mountain Resort in 1985. Ms. Campbell serves as a member of the board ~~of directors of the Vermont Ski Area Association, Ski Utah and the California Ski Industry Association. He currently serves on the Executive Board~~ of the National Ski Areas Association ~~as well as the board of directors~~and of the ~~National Forest Foundation.~~Breckenridge Outdoor Education Center.

Michael Z. Barkin has served as Executive Vice President and Chief Financial Officer since April 2013. Mr. Barkin previously served as Vice President of Strategy and Development since July 2012. Prior to joining the Company, he was a principal at KRG Capital Partners, a private equity investment firm, where he was a member of the investment team since 2006. At KRG, Mr. Barkin was responsible for managing new acquisitions and had portfolio company oversight across multiple sectors. Prior to KRG, he worked at Bain Capital Partners, a private equity investment firm, and Bain & Company, a ~~private equity investment~~strategy and consulting firm. Mr. Barkin serves on the Board of Trustees of STRIVE Preparatory Charter School.

Kirsten A. Lynch has served as Executive Vice President and Chief Marketing Officer since July 2011. Prior to joining the Company, Ms. Lynch was with PepsiCo, Inc., where she was Chief Marketing Officer of the Quaker Foods and Snacks Division from 2009 to 2011, leading the brand marketing, consumer insights and shopper marketing organization. From 2007 to 2009, she was Vice President of Marketing for Kraft Foods Group, Inc.'s’s Cheese and Dairy Business Unit. Ms. Lynch had worked for Kraft Foods since 1996, holding various marketing positions for the ~~company's~~company’s product divisions, including Senior Marketing Director of Kraft Mac & Cheese and Family Dinners, and Senior Brand Manager and Brand Manager for product lines such as salad dressings, barbecue, DiGiorno Pasta & Sauce and Miracle Whip. Ms. Lynch started her career with Ford Motor Company in marketing and sales.

~~Randall E. Mehrberg~~David T. Shapiro has served as Executive Vice President, ~~and~~ General Counsel and Secretary since ~~December 2013.~~July 2015. Prior to joining the Company, Mr. ~~Mehrberg was with Public Service Enterprise Group Incorporated (PSEG) where he was the Executive~~Shapiro served as General Counsel and Senior Vice President for DaVita Kidney Care, a division of ~~Strategy~~DaVita HealthCare Partners Inc., since 2013, overseeing all aspects of the division’s legal work. Mr. Shapiro joined DaVita HealthCare Partners in 2008, serving as Senior Vice President and ~~Development~~Chief Special Counsel from 2012 to 2013 and as Senior Vice President ~~of PSEG Energy Holdings, which developed renewable energy solutions. Mr. Mehrberg joined PSEG in 2008. Prior~~and Chief Compliance Officer from 2008 to ~~PSEG,~~2012. From 2003 to 2007, he served ~~from 2000 to 2008 in various capacities at Exelon Corporation, including General Counsel, Chief Legal Officer and Chief Administrative Officer. Prior to joining Exelon, he was~~as a ~~Partner at Jenner & Block LLP, where he practiced from 1980 to 1993 and again from 1997 to 2000. From 1993 to 1997, Mr. Mehrberg served as Lakefront Director and General Counsel~~trial attorney for the ~~City~~U.S. Department of ~~Chicago's Park District. He~~Justice’s Civil Frauds Section in Washington, D.C. and, prior to that, in private practice at law firms in Connecticut, Philadelphia and Washington, D.C. Mr. Shapiro currently serves on the ~~board~~Board of ~~directors~~Directors for the Children’s Hospital of ~~several non-profit organizations including the University of Pennsylvania Medical School, the University of Michigan Law School, Millennium Park and the Lincoln Park Zoo.~~Colorado.

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SECURITY OWNERSHIP OF DIRECTORS AND

EXECUTIVE OFFICERS

Set forth in the following table is the beneficial ownership of common stock at the close of business on ~~September 30, 2014~~October 11, 2016 for all directors, nominees, the named executive officers listed in the Summary Compensation Table, and, as a group, ~~such persons~~all directors, nominees and all ~~other~~ executive officers as of such date.



			Common Stock Beneficially Owned
Name of Beneficial Owner		Shares	Percent		~~Percent~~ of Class⁽¹⁾
Susan L. Decker	1,788	*
Roland A. Hernandez	16,422	~~18,324~~	*
~~Richard D. Kincaid~~		~~28,343~~⁽²⁾	*
John T. Redmond	22,654⁽²⁾	~~18,723~~⁽³⁾	*
Hilary A. Schneider	15,985	~~12,078~~	*
D. Bruce Sewell	13,464	~~3,907~~	*
John F. Sorte	58,759	~~59,540~~	*
Peter A. Vaughn	7,145	~~3,238~~	*
Robert A. Katz	1,416,196³⁾	~~1,160,745~~⁽⁴⁾3.8	~~3.1%~~ %
Michael Z. Barkin	32,842⁽⁴⁾	~~5,743~~⁽⁵⁾	*
~~Blaise T. Carrig~~Patricia A. Campbell	82,675⁽⁵⁾	~~75,414~~⁽⁶⁾	*
Kirsten A. Lynch	48,493⁽⁶⁾	~~18,533~~⁽⁷⁾	*
~~Randall E. Mehrberg~~David T. Shapiro	1,548⁽⁷⁾	—	*
Directors ~~nominees~~ and executive officers as a group (12 persons)		~~1,404,588~~1,717,971⁽⁸⁾	~~3.8%~~ 4.6	%

Less than 1.0%.

~~(1)~~

Applicable percentages are based on 36,268,208 shares outstanding on September 30, 2014, adjusted as required by rules promulgated by the SEC. Unless indicated by footnote, the address for each listed director and executive officer is c/o Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, the person named in the table has sole voting and investment power with respect to all shares of common stock beneficially owned by them.

(1)

Applicable percentages are based on 36,288,132 shares outstanding on October 11, 2016, adjusted as required by rules promulgated by the SEC. Unless indicated by footnote, the address for each listed director and executive officer is c/o Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, the person named in the table has sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The number of shares of common stock outstanding used in calculating the percentage for each listed person includes the restricted share units, or RSUs, and common stock underlying share appreciation rights, or SARs, ~~and stock options~~ held by that person that are currently exercisable or are exercisable within 60 days of ~~September 30, 2014,~~October 11, 2016, but excludes RSUs and our common stock underlying SARs ~~or stock options~~ held by any other person.


(2)	Includes 264 shares of common stock underlying 296 SARs (assuming a fair market value of $154.07, the closing price of our common stock on October 11, 2016).


(3)	Includes 1,142,921 shares of common stock underlying 1,583,051 SARs (assuming a fair market value of $154.07, the closing price of our common stock on October 11, 2016).


(4)	Includes 21,909 shares of common stock underlying 41,785 SARs (assuming a fair market value of $154.07, the closing price of our common stock on October 11, 2016).


(5)	Includes 63,082 shares of common stock underlying 92,864 SARs (assuming a fair market value of $154.07, the closing price of our common stock on October 11, 2016).


(6)	Includes 38,518 shares of common stock underlying 64,243 SARs (assuming a fair market value of $154.07, the closing price of our common stock on October 11, 2016).


(7)	Includes 1,150 shares of common stock underlying 3,827 SARs (assuming a fair market value of $154.07, the closing price of our common stock on October 11, 2016).


(8)	Includes 1,267,844 shares of common stock underlying 1,786,066 SARs (assuming a fair market value of $154.07, the closing price of our common stock on October 11, 2016).

~~(2)~~

~~Includes 240 shares of common stock underlying 296 SARs (assuming a fair market value of $86.76, the closing price of our common stock on September 30, 2014).~~

~~(3)~~

~~Includes 240 shares of common stock underlying 296 SARs (assuming a fair market value of $86.76, the closing price of our common stock on September 30, 2014).~~

~~(4)~~

~~Includes 1,000,365 shares of common stock underlying 1,712,550 SARs (assuming a fair market value of $86.76, the closing price of our common stock on September 30, 2014).~~

~~(5)~~

~~Includes 3,726 shares of common stock underlying 12,168 SARs (assuming a fair market value of $86.76, the closing price of our common stock on September 30, 2014).~~

~~(6)~~

Includes 5,000 shares of common stock underlying 5,000 stock options and 50,750 shares of common stock underlying 100,076 SARs (assuming a fair market value of $86.76, the closing price of our common stock on September 30, 2014).

~~(7)~~

~~Includes 16,018 shares of common stock underlying 35,636 SARs (assuming a fair market value of $86.76, the closing price of our common stock on September 30, 2014).~~

~~(8)~~

Includes 5,000 shares of common stock underlying 5,000 stock options and 1,071,339 shares of common stock underlying 1,861,022 SARs (assuming a fair market value of $86.76, the closing price of our common stock on September 30, 2014).

Table of Contents

INFORMATION AS TO CERTAIN STOCKHOLDERS

Set forth below is certain information with respect to the only persons known to the Company to be the beneficial owners of more than five percent of the ~~Company's~~Company’s voting securities at the close of business on ~~September 30, 2014.~~

October 11, 2016.



				Common Stock Beneficially Owned
Name of Beneficial Owner	Shares	~~Shares~~			Percent of ~~Class~~⁽¹⁾Class(1)
Ronald Baron/Baron Capital Group, Inc.			~~5,375,886~~5,368,967⁽²⁾	14.8	~~14.8%~~ %
T. Rowe Price Associates, Inc			~~3,163,860~~3,304,530⁽³⁾	9.1	~~8.7%~~ %
~~Southeastern Asset Management, Inc.~~			~~2,556,858~~⁽⁴⁾		~~7.0%~~
The Vanguard Group, Inc.	2,492,694⁽⁴⁾	6.9	%
FMR LLC	~~2,113,401~~2,180,291⁽⁵⁾	6.0	~~5.8%~~
~~Columbia Wanger Asset Management, LLC~~			~~2,004,500~~⁽⁶⁾		~~5.5%~~ %

~~(1)~~: ~~Applicable percentages are based on 36,268,208 shares outstanding on September 30, 2014.~~
~~(2)~~: As reported by Baron Capital Group, Inc. ("BCG"), BAMCO, Inc. ("BAMCO"), Baron Capital Management, Inc. ("BCM"), Baron Growth Fund ("BGF") and Ronald Baron on a joint Schedule 13G/A filed with the SEC on February 14, 2014. BAMCO and BCM are subsidiaries of BCG. BGF is an advisory client of BAMCO. Ronald Baron owns a controlling interest in BCG. The address for the holders is 767 Fifth Avenue, 49th Floor, New York, NY 10153.
~~(3)~~: As reported by T. Rowe Price Associates, Inc. and T. Rowe Price New Horizons Fund, Inc. on a joint Schedule 13G/A filed with the SEC on February 11, 2014. T. Rowe Price Associates, Inc. disclaims beneficial ownership of these shares. The address for the holders is 100 E. Pratt Street, Baltimore, MD 21202.
~~(4)~~: As reported by Southeastern Asset Management, Inc., Longleaf Partners Small-Cap Fund and O. Mason Hawkins on a joint Schedule 13G/A filed with the SEC on February 10, 2014. The address for the holders is 6410 Poplar Ave., Suite 900, Memphis, TN 38119.
~~(5)~~: ~~As reported by The Vanguard Group on a Schedule 13G/A filed with the SEC on February 12, 2014. The address for the holder is 100 Vanguard Blvd., Malvern, PA 19355.~~
~~(6)~~: As reported by Columbia Wanger Asset Management, LLC on a Schedule 13G/A filed with the SEC on February 6, 2014. As the investment advisor of various unregistered and registered investment companies and managed accounts, the holder may be deemed to beneficially own the shares, however, the holder expressly disclaims beneficial ownership. The address for the holder is 227 West Monroe Street, Suite 3000, Chicago, IL 60606.

~~CORPORATE GOVERNANCE~~

(1) Applicable percentages are based on 36,288,132 shares outstanding on October 11, 2016.
(2) As reported by Baron Capital Group, Inc. (“BCG”), BAMCO, Inc. (“BAMCO”), Baron Capital Management, Inc. (“BCM”), Baron Growth Fund (“BGF”) and Ronald Baron on a joint Schedule 13G/A filed with the SEC on February 16, 2016. BAMCO and BCM are subsidiaries of BCG. BGF is an advisory client of BAMCO. Ronald Baron owns a controlling interest in BCG. The address for the holders is 767 Fifth Avenue, 49th Floor, New York, NY 10153.
(3) As reported by T. Rowe Price Associates, Inc. and T. Rowe Price New Horizons Fund, Inc. on a joint Schedule 13G/A filed with the SEC on February 11, 2016. T. Rowe Price Associates, Inc. disclaims beneficial ownership of these shares. The address for the holders is 100 E. Pratt Street, Baltimore, MD 21202.
(4) As reported by The Vanguard Group on a Schedule 13G/A filed with the SEC on February 11, 2016. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 77,798 shares of the Company’s common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 4,347 shares of the Company’s common stock as a result of its serving as an investment manager of Australian investment offerings. The address for the holder is 100 Vanguard Blvd., Malvern, PA 19355.
(5) As reported by FMR LLC and Abigail P. Johnson on a joint Schedule 13G filed with the SEC on February 12, 2016. The address for the holders is 245 Summer Street, Boston, MA 02210.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE GUIDELINES

The ~~Company's~~ Board acts as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the ~~Company's~~Company’s stockholders. The Board selects, advises and oversees our management, who are responsible for the day-to-day operations and administration of the Company. The Board has adopted Corporate Governance Guidelines which, along with the charters of each of the committees of the Board and the ~~Company's~~Company’s Code of Ethics and Business Conduct, which we refer to as the Code of Ethics, provide the framework for the governance of the Company. A complete copy of the ~~Company's~~Company’s Corporate Governance Guidelines, the charters of the Board committees and the Code of Ethics for directors, officers and employees may be found in the ~~"Investor Relations"~~“Investor Relations” section of the ~~Company's~~Company’s website under ~~"Corporate Governance"~~“Corporate Governance” atwww.vailresorts.com. Copies of these materials are

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also available in print, without charge upon written request to: Secretary, Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021.

BOARD LEADERSHIP AND LEAD INDEPENDENT DIRECTOR

Currently, the positions of Chairman of the Board and Chief Executive Officer of the Company are held by the same person, Mr. Katz. When the Chairman of the Board is a non-independent director, the independent directors elect an independent director to serve in a lead capacity. Mr. Katz serves as Chairman of the Board and Mr. Hernandez serves as our Lead Independent Director, or Lead Director. The Board has adopted a Charter of the Lead Independent Director ~~which is attached~~(attached as Appendix A to the Corporate Governance ~~Guidelines,~~Guidelines), which ~~are~~is available in the ~~"Investor Relations"~~“Investor Relations” section of the ~~Company's~~Company’s website under ~~"Corporate Governance"~~“Corporate Governance” atwww.vailresorts.com. The Lead Director coordinates the activities of the other non-management directors and performs such other duties and responsibilities as the Board may determine.

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The specific duties of the Lead Director include:

•

presiding over meetings of the Board at which the Chairman is not present, including executive sessions of independent directors;

•

having the authority to call meetings of the independent directors;

•

serving as the presiding director for purposes of all rights and duties assigned to the presiding director under the ~~Company's~~Company’s Bylaws, including the right to call special meetings of the Board;

•

serving as principal liaison on Board-wide issues between the independent directors and the Chairman;

•

reviewing information sent to the Board and communicating with management if there needs to be additional materials or analyses provided to directors;

•

approving meeting agendas and meeting schedules for the Board, to assure that there is sufficient time for discussion of all agenda items;

•

serving as the point of contact for communications from stockholders or other interested parties directed to the Lead Director or the non-management directors or Board as a group;

•

ensuring that he is available for consultation and direct communication, if requested by major stockholders; and

•

serving on the Executive Committee of the Board.

The Board believes that a single leader serving as Chairman and Chief Executive Officer, together with an experienced and engaged Lead Director, is the most appropriate leadership structure for the Board at this time. The Board believes that this approach is best because the Chief Executive Officer is the individual with primary responsibility for implementing the ~~Company's~~Company’s strategy as approved by the Board and directing the work of other executive officers. This structure results in a single leader being directly accountable to the Board and, through the Board, to stockholders, and enables the Chief Executive Officer to act as the key link between the Board and other members of management.

MEETINGS OF THE BOARD

The Board held a total of ~~four~~seven meetings during fiscal ~~2014.~~2016. Each director attended at least 75% of the aggregate of all meetings of the Board and the standing committees of the Board on which he or she served. In accordance with our Corporate Governance Guidelines, directors are invited and encouraged to attend our annual meeting of stockholders. All of our ~~then serving~~then-serving directors attended our ~~2013~~2015 annual meeting of stockholders.

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EXECUTIVE SESSIONS

The non-management ~~directors'~~directors’ practice is to meet in executive session following the conclusion of each regularly scheduled quarterly Board meeting to discuss such matters as they deem appropriate and, at least once a year, to review the Compensation ~~Committee's~~Committee’s annual review of the Chief Executive Officer. These executive sessions are chaired by the Lead Director. Interested parties, including our stockholders, may communicate with the Lead Director and the non-management directors by following the procedures under the heading ~~"Communications~~“Communications with the ~~Board"~~Board” below.

DIRECTOR NOMINATIONS

The Nominating & Governance Committee considers and recommends candidates for election to the Board. The Nominating & Governance Committee also considers candidates for election to the Board, if any, that are submitted by stockholders. Each member of the Nominating & Governance Committee participates in the review and discussion of director candidates. In addition, members of the Board who are not on the Nominating & Governance Committee may meet with and evaluate the suitability of candidates. In making its selections of candidates to recommend for election, the Nominating & Governance Committee seeks persons who have achieved prominence in their field and who possess significant experience in areas of importance to the Company. The minimum qualifications that the Nominating & Governance Committee believes must be met for a candidate to be nominated include independence, wisdom, integrity, understanding and general acceptance of the ~~Company's~~Company’s corporate philosophy, business or professional knowledge and experience that can bear on the ~~Company's~~Company’s and the ~~Board's~~Board’s challenges and deliberations, proven record of accomplishment with excellent organizations, inquiring mind, willingness to speak ~~one's~~one’s mind, ability to challenge and stimulate management, future orientation, willingness to commit time and energy, diversity and international/global experience.

Stockholders who wish to submit candidates for consideration by the Nominating & Governance Committee for election at an annual or special meeting of stockholders should ~~follow~~submit the ~~procedure described in our Bylaws.~~candidate’s name and qualifications, including the candidate’s consent to serve as a director of the Company if nominated by the Committee and so elected, by mail to: Secretary, Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021. The Nominating & Governance Committee applies the same standards in considering candidates submitted by stockholders as it does in evaluating candidates submitted by members of the Board. The Nominating & Governance Committee recommended the nominees for election at this ~~year's~~year’s annual meeting, all of whom are currently serving as directors.

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DETERMINATIONS REGARDING INDEPENDENCE

Under the ~~Company's~~Company’s Corporate Governance Guidelines, a majority of the Board must be comprised of directors who are independent, as determined based on the independence standards of the ~~NYSE's~~NYSE’s Listed Company Manual. In accordance with our Corporate Governance Guidelines and the ~~NYSE's~~NYSE’s listing standards, the Board has adopted categorical standards of director independence to assist it in making determinations of independence of Board members. These categorical standards of director independence are available in the ~~"Investor Relations"~~“Investor Relations” section of the ~~Company's~~Company’s website under ~~"Corporate Governance"~~“Corporate Governance” atwww.vailresorts.com. The Board has affirmatively determined that each of the nominees, other than Mr. Katz, is ~~"independent"~~“independent” under the ~~NYSE's~~NYSE’s listing standards and the categorical standards of director independence adopted by the Board.

COMMUNICATIONS WITH THE BOARD

The ~~Company's~~ Board has adopted a formal process by which interested parties, including our stockholders, may communicate with the Board or the non-management directors. This information is available in the ~~"Investor Relations"~~“Investor Relations” section of the ~~Company's~~Company’s website under ~~"Corporate Governance"~~“Corporate Governance” atwww.vailresorts.com.

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CODE OF ETHICS AND BUSINESS CONDUCT

The Company has adopted a Code of Ethics that applies to all directors, officers and employees, including its ~~principal~~chief executive officer, ~~principal~~chief financial officer, ~~principal~~chief accounting officer and controller, or persons performing similar functions. ~~See the section entitled "Transactions with Related Persons—Related Party Transactions Policy and Procedures" below for additional information about~~We make the Code of Ethics available to all directors, officers and employees and convey our expectation that every director, officer and employee read and understand the Code of Ethics and its application to the performance of each such person’s business responsibilities. To assist in identifying such proposed transactions as they may arise, our Code of Ethics uses a principles-based guideline to alert directors, officers and employees to potential conflicts of interest. Under the Code of Ethics, a conflict of interest occurs when an individual’s personal, social, financial or political interests conflict with his or her loyalty to the Company. Our policy under the Code of Ethics provides that even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. If any person believes a conflict of interest is present in a personal activity, financial transaction or business dealing involving the Company, then that person is instructed under the Code of Ethics to report such belief to an appropriate individual or department as identified in the Code of Ethics.

The Code of Ethics is available in the ~~"Investor Relations"~~“Investor Relations” section of the ~~Company's~~Company’s website under ~~"Corporate Governance"~~“Corporate Governance” atwww.vailresorts.com, or in print, without charge, to any stockholder who sends a request to: Secretary, Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021. ~~The~~In the event the Company ~~will also post on its website~~amends or waives any ~~amendment to~~of the provisions of the Code of Ethics applicable to our chief executive officer, chief financial officer or chief accounting officer and ~~any waiver granted~~controller that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), the Company intends to disclose these actions on its ~~directors or executive officers.~~website.

RISK MANAGEMENT

The ~~Company's~~ Board believes that oversight of the ~~Company's~~Company’s overall risk management program is the responsibility of the entire Board. We view risk management as an important part of the ~~Company's~~Company’s overall strategic planning process. The Board has delegated the regular oversight of the elements of the risk management program to the Audit Committee and the Board receives updates on individual areas of risk from the Audit Committee. The Board schedules a risk management review agenda item for regular Board meetings on a periodic basis and additionally as needed, during which the Audit Committee reports to and informs the Board of its risk management oversight activities. Senior management reports directly to the Audit Committee at each scheduled Audit Committee meeting and additionally as needed on the status of the ~~Company's~~Company’s day-to-day risk management program. The Audit Committee has established an internal audit function to provide management and the Board with ongoing assessments of the ~~Company's~~Company’s risk management processes and systems of internal control. In addition, as part of its responsibilities, the Audit Committee inquires of management and our independent auditors about the ~~Company's~~Company’s processes for identifying and assessing such risks and exposures and the steps management has taken to minimize such risks and exposures to the Company. The Audit Committee also reviews the ~~Company's~~Company’s guidelines and policies that govern the processes for identifying and assessing significant risks or exposures and for formulating and implementing steps to minimize such risks and exposures to the Company.

COMPENSATION RISK ASSESSMENT

The Compensation Committee, with the assistance of our independent compensation consultant, reviewed the material compensation policies and practices for all employees, including executive officers. The Compensation Committee considered whether the compensation program encouraged excessive risk taking by employees at the expense of long-term Company value. Based upon its assessment, the Compensation Committee believes that the ~~Company's~~Company’s compensation program, which includes a mix of annual and long-term incentives, cash and equity awards and retention incentives, does not present risks that are reasonably likely to have a material adverse effect on the Company.

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COMMITTEES OF THE BOARD

The Board has a standing Audit Committee, Compensation Committee, Executive Committee and Nominating & Governance Committee. The charters for each of these committees, which have been approved by the Board, are available in the ~~"Investor Relations"~~“Investor Relations” section of the ~~Company's~~Company’s website under ~~"Corporate Governance"~~“Corporate Governance” atwww.vailresorts.com, or in print, without charge, to any stockholder who sends a request to: Secretary, Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021. Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.

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The Audit Committee

The Audit Committee is primarily concerned with the effectiveness of the ~~Company's~~Company’s independent registered public accounting firm, accounting policies and practices, financial reporting and internal controls. The Audit Committee acts pursuant to its charter, and is authorized and directed, among other things, to: (1) appoint, retain, compensate, evaluate and terminate, as appropriate, the ~~Company's~~Company’s independent registered public accounting firm; (2) approve all audit engagement fees and terms, as well as all permissible non-audit service engagements with the independent registered public accounting firm; (3) discuss with management and the independent registered public accounting firm and meet to review the ~~Company's~~Company’s annual audited financial statements and quarterly financial statements, including reviewing the ~~Company's~~Company’s disclosures under ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” in the ~~Company's~~Company’s annual and quarterly reports filed with the SEC; (4) review reports by the independent registered public accounting firm describing its internal quality control procedures and all relationships between the Company, or individuals in financial reporting oversight roles at the Company, and the independent registered public accounting firm; (5) establish procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; (6) monitor the rotation of partners of the independent auditors on the ~~Company's~~Company’s audit engagement team as required by law; (7) review and approve or reject transactions between the Company and any related persons in accordance with the ~~Company's~~Company’s Related Party Transactions Policy; (8) confer with management and the independent auditors regarding the effectiveness of internal ~~controls~~control over financial reporting; (9) oversee ~~management's~~management’s efforts to monitor compliance with the ~~Company's~~Company’s programs and policies designed to ensure adherence to applicable laws and regulations and the ~~Company's~~Company’s Code of Ethics; (10) annually prepare a report as required by the SEC to be included in the ~~Company's~~Company’s annual proxy statement; and (11) discuss policies with respect to risk assessment and risk management.

The members of the Audit Committee are Mr. Sewell, Chairman, and Messrs. Hernandez, Redmond and Sorte. ~~Mr. Sorte served as Chairman of the Audit Committee from November 29, 2012 to October 1, 2013, when he was succeeded by Mr. Sewell.~~ The Board has determined that Messrs. Sewell, Hernandez, Redmond and ~~Redmond~~Sorte are each an ~~"audit~~“audit committee financial ~~expert"~~expert” as defined in the ~~SEC's~~SEC’s rules and regulations adopted pursuant to the Exchange Act, and that all of the members of the Audit Committee are ~~"independent"~~“independent” as defined by the ~~NYSE's~~NYSE’s listing standards and the rules of the SEC applicable to audit committee members. The Audit Committee held ~~six~~four meetings during fiscal ~~2014.~~

2016.

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AUDIT COMMITTEE REPORT

Management is responsible for the ~~Company's~~Company’s accounting practices, internal control over financial reporting, the financial reporting process and preparation of the consolidated financial statements. The ~~Company's~~Company’s independent registered public accounting firm is responsible for performing an independent audit of the ~~Company's~~Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, or the PCAOB. The Audit ~~Committee's~~Committee’s responsibility is to monitor and oversee these processes.

In this context, the Audit Committee has met and held discussions with management and the ~~Company's~~Company’s independent registered public accounting firm. Management represented to the Audit Committee that the ~~Company's~~Company’s consolidated financial statements for the fiscal year ended July 31, ~~2014~~2016 were prepared in accordance with generally accepted accounting principles. The Audit Committee reviewed and discussed the consolidated financial statements with management and the ~~Company's~~Company’s independent registered public accounting firm, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and ~~management's~~management’s assessment of the effectiveness of the ~~Company's~~Company’s internal control over financial reporting. The Audit Committee further discussed with the ~~Company's~~Company’s independent registered public

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accounting firm the matters required to be discussed under the rules adopted by the PCAOB, as well as the ~~Company's~~Company’s independent registered public accounting ~~firm's~~firm’s opinion on the effectiveness of the ~~Company's~~Company’s internal control over financial reporting.

The ~~Company's~~Company’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent ~~accountants'~~accountants’ communications with the ~~audit committee~~Audit Committee concerning independence, and the Audit Committee discussed with the ~~Company's~~Company’s independent registered public accounting firm, and were satisfied with, that ~~firm's~~firm’s independence from the Company and its management. The Audit Committee has also considered whether the ~~Company's~~Company’s independent registered public accounting ~~firm's~~firm’s provision of non-audit services to the Company is compatible with the ~~auditors'~~auditors’ independence.

The Audit Committee discussed with the ~~Company's~~Company’s internal auditor and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the ~~Company's~~Company’s independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the ~~Company's~~Company’s internal control over financial reporting and the overall quality of the ~~Company's~~Company’s financial reporting. In addition, the Audit Committee meets with the internal auditor, with and without management present, to discuss the results of their examination and evaluation of the ~~Company's~~Company’s internal control over financial reporting. The Audit Committee has also reviewed and discussed Company policies with respect to risk assessment and risk management.

Based upon the Audit ~~Committee's~~Committee’s discussion with management and the ~~Company's~~Company’s independent registered public accounting firm referred to above, the Audit Committee recommended to the Board that the ~~Company's~~Company’s audited financial statements as of and for the fiscal year ended July 31, ~~2014~~2016 be included in the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2014~~2016 for filing with the SEC.



		Audit Committee D. Bruce Sewell, Chairman Roland A. Hernandez John T. Redmond John F. Sorte

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The Compensation Committee

The Compensation Committee acts pursuant to its charter and is authorized and directed, among other things, to: (1) review and approve corporate goals and objectives relevant to the Chief Executive ~~Officer's~~Officer’s compensation, evaluate the Chief Executive ~~Officer's~~Officer’s performance in light of those goals and objectives (including the Chief Executive ~~Officer's~~Officer’s performance in fostering a culture of ethics and integrity), and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive ~~Officer's~~Officer’s compensation level based on this evaluation; (2) review the performance of and the individual elements of total compensation for the executive officers of the Company, including any amendments to such ~~executive's~~executive’s employment agreement, any proposed severance arrangements or change in control and similar agreements/provisions, and any amendments, supplements or waivers to the foregoing agreements; (3) oversee the ~~Company's~~Company’s overall compensation structure, policies and programs for executive officers and employees, including assessing the incentives and risks arising from or related to the ~~Company's~~Company’s compensation programs and plans, and assessing whether the incentives and risks are appropriate; (4) review and approve the ~~Company's~~Company’s incentive compensation and equity-based plans and approve changes to such plans, in each case subject, where appropriate, to stockholder or Board approval, and review and approve issuances of equity securities to employees of the Company; (5) review and recommend to the Board annual retainer and meeting fees for non-employee members of the Board and committees of the Board, fix the terms and awards of stock compensation for such members of the Board and determine the terms, if any, upon which such fees may

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be deferred; (6) produce a compensation committee report on executive officer compensation as required by the SEC, after the committee reviews and discusses with management the ~~Company's~~Company’s Compensation Discussion and Analysis, or CD“CD&A,” and consider whether to recommend that it be included in the ~~Company's~~Company’s proxy statement or Annual Report on Form 10-K filed with the SEC; and (7) consider and recommend to the Board the frequency of the ~~Company's~~Company’s advisory vote on executive compensation.

The members of the Compensation Committee are Mr. Sorte, Chairman, ~~Messrs. Kincaid~~Mmes. Decker and ~~Vaughn~~Schneider and ~~Ms. Schneider.~~Mr. Vaughn. The Board has determined that all members of the Compensation Committee are ~~"independent"~~“independent” as defined by the ~~NYSE's~~NYSE’s listing standards. In addition, the Compensation Committee consists of ~~"non-employee~~“non-employee directors,"” within the meaning of Rule 16b-3 promulgated under the Exchange Act and ~~"outside~~“outside directors,"” within the meaning of regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. The Compensation Committee held three meetings during fiscal ~~2014.~~

2016.

Compensation Committee Processes and Procedures

The Compensation Committee meets as often as necessary to carry out its responsibilities. The agenda for each meeting is usually developed by the Chairman of the Compensation Committee, in consultation with the Chief Executive Officer. The Chief Executive Officer does not participate in and is not present during any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee sole authority, at the expense of the Company, to retain or to obtain advice from a compensation consultant, legal counsel or other adviser to assist in the execution of the Compensation ~~Committee's~~Committee’s responsibilities. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any consultant or adviser retained and has authority to approve the fees and other retention terms. The Compensation Committee expects that it will seek advice from independent compensation consultants as it deems necessary on a periodic basis, but not necessarily annually, in order to determine that the ~~Company's~~Company’s compensation programs remain appropriate and consistent with industry practices. Prior to the retention of any compensation consultant, legal counsel or any other external adviser, the Compensation Committee will assess the independence of such adviser from management, taking into consideration all factors relevant to such ~~adviser's~~adviser’s independence, including factors specified in the NYSE listing standards.

During fiscal ~~2014,~~2016, the Compensation Committee engaged Hewitt Associates LLC, which we refer to as ~~Hewitt, an~~ AON Hewitt, ~~company,~~ which is a wholly-owned subsidiary of AON plc, as its independent compensation ~~consultant for certain executive compensation matters.~~consultant. AON Hewitt was retained by the Compensation Committee to review the ~~Company's~~Company’s executive compensation programs, including an analysis of both the competitive market and the design of the programs. As part of its reports to the Compensation Committee, AON Hewitt evaluated our ~~selected peer companies,~~compensation programs and provided ~~competitive compensation data and~~an analysis relating to the compensation of our Chief Executive Officer and ~~our other executives~~the Company’s performance and ~~senior officers. Hewitt also assisted the Compensation Committee with the~~a risk assessment of our compensation programs.

In fiscal ~~2014,~~2016, AON Hewitt was paid ~~$138,129~~$41,051 for these executive compensation consulting services provided to the Compensation Committee. As noted above, AON Hewitt is an ~~AON Hewitt company, which is a~~indirect wholly-owned subsidiary of AON plc. AON plc is a multinational, multi-services insurance and consulting firm. During fiscal ~~2014,~~2016, AON Hewitt and its affiliates provided general health and benefits consulting, actuarial consulting services and other human resource related services to the Company. The decision to engage AON Hewitt and its affiliates for these additional services was made by management as part of the ~~Company's~~Company’s existing relationship with AON Hewitt concerning these services, and was not approved, or required to be approved, by the Compensation Committee. Fees for the foregoing additional services in fiscal ~~2014~~2016 were ~~$560,778.~~$633,942. The individuals at AON Hewitt that advise the Compensation Committee on executive compensation matters have no involvement in the other services provided to the Company by AON Hewitt

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and its affiliates, and the individuals at AON Hewitt advising the Compensation Committee report

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directly to, and are overseen by, the Compensation Committee. These individuals have no other relationship with the Company or management. The Compensation Committee has evaluated the independence of AON Hewitt and concluded that the work of AON Hewitt and its affiliates presents no conflict of interest.

Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees, as appropriate, and the Chief Executive Officer has been granted authority to grant certain equity based awards for hiring incentive grants, correction grants or to promoted non-executive employees. The purpose of this delegation of authority is to enhance the flexibility of equity administration within the Company and to facilitate the timely grant of equity awards to new or recently promoted non-executive employees within specified limits approved by the Compensation Committee. The Chief Executive ~~Officer's~~Officer’s authority to make new hire incentive grants is limited by the restrictions established by the Compensation Committee.

Historically, the Compensation Committee has made adjustments to annual compensation, determined annual cash and equity awards, and established new performance objectives at one or more meetings held during the first quarter of the fiscal year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, at various times as needed throughout the year. Generally, the Compensation ~~Committee's~~Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the fiscal year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the committee by the Chief Executive Officer. The Compensation Committee makes all final determinations regarding these awards, and none of our executive officers, including the Chief Executive Officer, are involved in the determination of their own compensation. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. The non-management ~~directors'~~directors’ practice is to meet in executive session following the Board meeting in September of each year to review and ratify the Compensation ~~Committee's~~Committee’s annual review of the Chief Executive Officer. For all executives and directors, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, and recommendations of the Compensation ~~Committee's~~Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.

The specific determinations of the Compensation Committee with respect to executive compensation for fiscal ~~2014~~2016 are described in greater detail in the CD&A section of this proxy statement, as well as the narrative disclosure that accompanies the Summary Compensation Table and related tables in the Executive Compensation section of this proxy statement.

Compensation Committee Interlocks and Insider Participation

During fiscal ~~2014,~~2016, no Compensation Committee interlocks existed between the Company and any other entity, meaning none of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee. No member of our Compensation Committee has ever been an executive officer or employee of the Company.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based upon this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2014.~~

2016.



		Compensation Committee John F. Sorte, Chairman ~~Richard D. Kincaid~~ Susan L. Decker Hilary A. Schneider Peter A. Vaughn

The Executive Committee

The Executive Committee has all powers and rights necessary to exercise the full authority of the Board during the intervals between meetings of the Board in the management of the business and affairs of the Company, subject to certain limitations set forth in the charter of the Executive Committee. The members of the Executive Committee are Messrs. Katz, Hernandez and Sorte. The Executive Committee held numerous discussions, ~~and one meeting~~but no formal meetings during fiscal ~~2014.~~

2016.

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The Nominating & Governance Committee

The Nominating & Governance Committee acts pursuant to its charter and is authorized and directed to: (1) review the overall composition of the Board; (2) actively seek individuals qualified to become Board members for recommendation to the Board; (3) identify and recommend to the Board director nominees for the next annual meeting of stockholders and members of the Board to serve on the various committees of the Board; (4) oversee the evaluation of the performance of the Board and oversee the annual self-evaluation process of the Board and each committee; (5) review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval; (6) review and present to the Board individual director candidates recommended for the ~~committee's~~committee’s consideration by stockholders and stockholder nominations for director that are made in writing to the Secretary of the Company in compliance with the ~~Company's~~Company’s Bylaws; and (7) review and present to the Board stockholder proposals. The Nominating & Governance Committee also has the authority to retain and terminate any search firm to be used to identify candidates and to approve the search ~~firm's~~firm’s fees and other retention terms.

The members of the Nominating & Governance Committee are Mr. Hernandez, Chairman, and Messrs. ~~Kincaid~~Sewell and Sorte. The Board has determined that all members of the Nominating & Governance Committee are ~~"independent"~~“independent” as defined by the ~~NYSE's~~NYSE’s listing standards. The Nominating & Governance Committee held one meeting during fiscal ~~2014.~~

2016.

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DIRECTOR COMPENSATION

DIRECTOR COMPENSATION FOR FISCAL ~~2014~~

2016

The following table provides information concerning the compensation of our non-employee directors in fiscal ~~2014:~~

2016:


Name⁽¹⁾	Fees Earned or Paid in Cash ($)⁽²⁾		Stock Awards ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)		Fees Earned or Paid in Cash ($)⁽²⁾	Stock Awards ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
Roland A. Hernandez⁽⁵⁾		144,500		174,975		1,287		320,762
Richard D. Kincaid⁽⁶⁾		75,166		174,975		—		250,141
Susan L. Decker⁽⁵⁾									46,679	187,400	21,612	255,691
Roland A. Hernandez⁽⁶⁾									151,500	187,400	2,671	341,571
John T. Redmond⁽⁷⁾		74,000		174,975		—		248,975	85,000	187,400	—	272,400
Hilary A. Schneider⁽⁸⁾		66,583		174,975		—		241,558	69,000	187,400	—	256,400
D. Bruce Sewell⁽⁹⁾		90,333		265,972		—		356,305	104,000	187,400	—	291,400
John F. Sorte⁽¹⁰⁾		125,250		174,975		1,230		301,455	128,500	187,400	—	315,900
Peter A. Vaughn⁽¹¹⁾		60,625		220,473		—		281,098	74,000	187,400	698	262,098

~~(1)~~: Robert A. Katz is also a named executive officer and his compensation as Chief Executive Officer is included in the Summary Compensation Table in the "Executive Compensation" section of this proxy statement. Mr. Katz does not receive any additional compensation for his service on the Board.
~~(2)~~: Consists of non-employee director annual retainers and meeting fees, and, if applicable, lead director fees, committee chair fees, and committee member and meeting fees. Fees paid to each director in fiscal 2014 were as follows:

Committees

Board of Directors

Audit

Compensation

Nominating &
Governance

Executive

Name

Board
Service
($)

Meeting
Attendance
($)

Committee
Service
($)

Meeting
Attendance
($)

Committee
Service
($)

Meeting
Attendance
($)

Committee
Service
($)

Meeting
Attendance
($)

Committee
Service
($)

Meeting
Attendance
($)

Total
($)

Roland A. Hernandez
72,500 20,000 15,000 12,000 — — 14,167 1,500 8,333 1,000 144,500
Richard D. Kincaid
35,000 20,000 — — 7,083 4,500 7,083 1,500 — — 75,166
John T. Redmond
35,000 16,000 15,000 8,000 — — — — — — 74,000
Hilary A. Schneider
35,000 20,000 — — 7,083 4,500 — — — — 66,583
D. Bruce Sewell
35,000 20,000 23,333 12,000 — — — — — — 90,333
John F. Sorte
35,000 20,000 16,667 12,000 19,167 4,500 7,083 1,500 8,333 1,000 125,250
Peter A. Vaughn
35,000 20,000 — — 5,625 — — — — — 60,625

(1)

Mr. Katz is also a named executive officer and his compensation as Chief Executive Officer is included in the Summary Compensation Table in the “Executive Compensation” section of this proxy statement. Mr. Katz does not receive any additional compensation for his service on the Board. Ms. Romanow joined the Board on October 17, 2016, and therefore did not receive any compensation during fiscal 2016.


(2)	Consists of non-employee director annual retainers and meeting fees, and, if applicable, lead director fees, committee chair fees, and committee member and meeting fees. Fees paid to each director in fiscal 2016 were as follows:

~~(3)~~: The amounts in this column represent the aggregate grant date fair value of RSUs granted during fiscal 2014 computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718. On October 14, 2013, the Compensation Committee granted pro rata equity awards to Messrs. Sewell and Vaughn based upon their respective appointment dates to the Board of Directors for service as directors during fiscal 2013. Messrs. Sewell and Vaughn were granted 1,338 RSUs and 669 RSUs, respectively, which vested on September 26, 2014.
~~(4)~~: Represents the aggregate incremental cost to the Company of a vacation package to one of our resorts donated by the director to a charity pursuant to the Perquisite Fund Program for directors. See below under "Limited Director Perquisites and Personal Benefits" for a description of this program.
~~(5)~~: ~~As of July 31, 2014, Mr. Hernandez held 2,569 unvested RSUs.~~
~~(6)~~: ~~As of July 31, 2014, Mr. Kincaid held 296 SARs and 2,569 unvested RSUs.~~
~~(7)~~: ~~As of July 31, 2014, Mr. Redmond held 296 SARs and 2,569 unvested RSUs.~~
~~(8)~~: ~~As of July 31, 2014, Ms. Schneider held 2,569 unvested RSUs.~~
~~(9)~~: ~~As of July 31, 2014, Mr. Sewell held 3,907 unvested RSUs.~~
~~(10)~~: ~~As of July 31, 2014, Mr. Sorte held 2,569 unvested RSUs.~~
~~(11)~~: ~~As of July 31, 2014, Mr. Vaughn held 3,238 unvested RSUs.~~



			Committees
	Board of Directors		Audit		Compensation		Nominating & Governance		Executive
Name	Board Service ($)	Meeting Attendance ($)	Committee Service ($)	Meeting Attendance ($)	Committee Service ($)	Meeting Attendance ($)	Committee Service ($)	Meeting Attendance ($)	Committee Service ($)	Meeting Attendance ($)	Total ($)
Susan L. Decker	29,740	12,000	—	—	4,939	—	—	—	—	—	46,679
Roland A. Hernandez	75,000	27,000	15,000	8,000	—	—	15,000	1,500	10,000	—	151,500
John T. Redmond	35,000	27,000	15,000	8,000	—	—	—	—	—	—	85,000
Hilary A. Schneider	35,000	22,000	—	—	7,500	4,500	—	—	—	—	69,000
D. Bruce Sewell	35,000	27,000	25,000	8,000	—	—	7,500	1,500	—	—	104,000
John F. Sorte	35,000	27,000	15,000	8,000	20,000	4,500	7,500	1,500	10,000	—	128,500
Peter A. Vaughn	35,000	27,000	—	—	7,500	4,500	—	—	—	—	74,000


(3)	The amounts in this column represent the aggregate grant date fair value of RSUs granted during fiscal 2016 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.


(4)	All other compensation for fiscal 2016 includes the following:

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Name	Charitable Donations ($)(a)	Company-paid Lodging, Ski School Privileges and Discretionary Spending on Goods and Services ($)(b)	Total ($)
Susan L. Decker	—	21,612	21,612
Roland A. Hernandez	2,671	—	2,671
John T. Redmond	—	—	—
Hilary A. Schneider	—	—	—
D. Bruce Sewell	—	—	—
John F. Sorte	—	—	—
Peter A. Vaughn	698	—	698


(a)	Represents the aggregate incremental cost to the Company of a vacation package to one of our resorts donated by the director to a charity pursuant to the Perquisite Fund Program for directors. See below under “Limited Director Perquisites and Personal Benefits” for a description of this program.

(b)

Represents the amount reported during fiscal 2016 that were used by a director towards lodging, ski school privileges and discretionary spending on services or goods at our properties for personal use. See below under “Limited Director Perquisites and Personal Benefits” for a description of this program. In accordance with SEC rules, the value of these benefits is measured on the basis of the estimated aggregate incremental cost to the Company for providing these benefits, and perquisites and personal benefits are not reported for any director for whom such amounts were less than $10,000 in the aggregate for the fiscal year.


(5)	As of July 31, 2016, Ms. Decker held 1,788 unvested RSUs.


(6)	As of July 31, 2016, Mr. Hernandez held 1,788 unvested RSUs.


(7)	As of July 31, 2016, Mr. Redmond held 296 SARs and 1,788 unvested RSUs.


(8)	As of July 31, 2016, Ms. Schneider held 1,788 unvested RSUs.


(9)	As of July 31, 2016, Mr. Sewell held 1,788 unvested RSUs.


(10)	As of July 31, 2016, Mr. Sorte held 1,788 unvested RSUs.


(11)	As of July 31, 2016, Mr. Vaughn held 1,788 unvested RSUs.

DIRECTOR CASH COMPENSATION

All of our non-employee directors receive annual cash fees, payable in quarterly installments. For fiscal 2013 through September 30, 2013, the annual cash retainer for each Board member was $35,000 and meeting fees were $5,000 for each Board meeting attended in person and $1,000 for meetings attended telephonically. In addition, the Lead Director of the Board and the Chairman of the Audit Committee received an additional $25,000 per year, each other Audit Committee member received an additional $15,000 per year, the Chairman of the Compensation Committee received an additional $15,000 per year, the Chairman of the Nominating & Governance Committee received an additional $10,000 per year, and each other Compensation Committee member and Nominating & Governance Committee member received an additional $5,000 each per year. A non-executive Chairman of the Board would have received an additional annual retainer of $50,000, but our Chief Executive Officer was our Chairman of the Board during this period and he is not entitled to this retainer. Members of the Audit Committee received $2,000 per committee meeting attended, members of the Compensation Committee and Nominating & Governance Committee received $1,500 per committee meeting attended, and members of the Executive Committee received $1,000 per committee meeting attended.

~~Effective October 1, 2013,~~2016, the annual cash retainer for each Board member was $35,000 and meeting fees were $5,000 for each Board meeting attended in person and $1,000 for meetings attended telephonically. In addition, the Lead Director of the Board received an additional $40,000 per year and the Chairman of the Audit Committee received an additional $25,000 per year. Each other Audit Committee member received an additional $15,000 per year, the Chairman of the Compensation Committee received an additional $20,000 per year, the Chairman of the Nominating & Governance Committee received an additional $15,000 per year, and each other Compensation Committee member and Nominating & Governance Committee member received an additional $7,500 each per year. Members of the Executive Committee received an additional $10,000 per year. A non-executive Chairman of the Board would have received an additional annual retainer of $50,000, but our Chief Executive Officer is currently our Chairman of the Board and he is not entitled to this retainer. Members of the Audit Committee received $2,000 per committee meeting attended and members of the Compensation Committee and Nominating & Governance Committee received $1,500 per committee meeting attended.

All directors received reimbursement of their reasonable travel expenses in connection with their service.

Effective October 1, 2016, the annual cash retainer for each Board member will be $60,000 and no additional per meeting fees will be paid. In addition, the Lead Director of the Board receives an additional $40,000 per year and the Chairman of the Audit Committee receives an additional $25,000 per year. Each other Audit Committee member receives an additional $15,000 per year, the Chairman of the Compensation Committee receives an additional $20,000 per year, the Chairman of the Nominating & Governance Committee receives an additional $15,000 per year, and each other Compensation Committee member and Nominating & Governance Committee member receives an additional $10,000 each per year. Members of the Executive Committee receive an additional $10,000 per year. A non-executive Chairman of the Board would receive an additional annual retainer of $50,000, but our Chief Executive Officer is currently our Chairman of the Board and he is not entitled to this retainer.

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DIRECTOR EQUITY COMPENSATION

The Company provides its non-employee directors with equity compensation as determined each year by the Compensation Committee, which for fiscal ~~2014,~~2016, was approximately ~~$175,000,~~$187,464, which consisted of ~~2,569~~1,788 RSUs granted on September ~~26, 2013~~25, 2015 that ~~cliff vest~~vested one year from the date of grant. The aggregate grant date fair value of these RSUs is set forth under the ~~"Stock Awards"~~“Stock Awards” column of the Director Compensation Table and described in footnote 3 above. On October 14, 2013, the Compensation Committee granted pro rata equity awards to Messrs. Sewell and Vaughn based upon their respective appointment dates to the Board for service as directors during fiscal 2013. Messrs. Sewell and Vaughn were granted 1,338 RSUs and 669 RSUs, respectively, which vested on September 26, 2014.

LIMITED DIRECTOR PERQUISITES AND PERSONAL BENEFITS

Non-employee directors receive benefits consisting of lodging, ski school privileges and discretionary spending on services or goods at our resorts for personal use in accordance with the terms of the ~~Company's~~Company’s Perquisite Fund Program. Each director is entitled to an annual $40,000 allowance to be used at the ~~Company's~~Company’s resorts in accordance with such program, under which directors may draw against the account to pay for services or goods at the market rate. Unused funds in each ~~director's~~director’s account at the end of each fiscal year are forfeited. In accordance with SEC rules, the value of these benefits is measured on

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the basis of the estimated aggregate incremental cost to the Company for providing these benefits, and perquisites and personal benefits are not reported in the Director Compensation Table for any director for whom such amounts were less than $10,000 in the aggregate for the fiscal year.Company. For this purpose, perquisites do not include benefits generally available on a non-discriminatory basis to all of our employees, such as skiing privileges.

In addition, each year we allow each director to designate one charity as the recipient of a vacation package with a retail value of no more than $4,000 and to include only the same array of services that are eligible under the Perquisite Fund Program. We also require that the package be given as part of a public event, dinner or auction and that the Company receive appropriate credit and marketing presence.

STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS

Each non-employee director must own the greater of five times his or her annual cash retainer for Board service or ~~$250,000~~$300,000 in value within five years of the date such director is elected or appointed to the Board. Directors are not permitted to sell any shares of common stock (except to pay the exercise price of a particular equity grant, if any, or taxes generated as a result of equity grants) until such time as the ownership guidelines have been satisfied and then only to the extent that such sales do not reduce such ~~director's~~director’s ownership below the threshold requirement. Shares of common stock, stock owned in a directed retirement plan or IRA and the intrinsic value of vested equity grants count as stock ownership for purposes of these guidelines. All of our non-employee directors are in compliance with this policy.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the ~~Securities~~ Exchange Act ~~of 1934, as amended,~~ requires our directors and executive officers, and persons who beneficially own more than 10% of our common stock, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Our directors, executive officers and greater-than-10% stockholders are required by SEC rules to furnish us with copies of all Section 16(a) reports that they file. We file Section 16(a) reports on behalf of our directors and executive officers to report their initial and subsequent changes in beneficial ownership of our common stock. To our knowledge, based solely on a review of the reports we filed on behalf of our directors and executive officers, written representations from these persons that no other reports were required and all Section 16(a) reports provided to us, we believe that during fiscal ~~2014~~2016 our directors, executive officers and holders of more than 10% of our common stock filed the required reports on a timely basis under Section 16(a).

TRANSACTIONS WITH RELATED PERSONS

RELATED PARTY TRANSACTIONS POLICY AND PROCEDURES

We have adopted a written Related Party Transactions Policy that sets forth the ~~Company's~~Company’s policies and procedures regarding the identification, review, consideration and approval or ratification of ~~"related~~“related party transactions."” For purposes of our policy only, a ~~"related~~“related party ~~transaction"~~transaction” is a transaction, contract, agreement, understanding, loan, advance or guarantee (or any series of similar transactions or arrangements) in which the Company and any ~~"related person"~~“related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to the Company solely in their capacity as an officer or director by a related person are not covered by this policy. A related person is any executive officer, director, or more than 5% stockholder of the Company, or any immediate family

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member of an executive officer or director, including any entity in which such persons are an officer or 10% or greater equity holder.

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Under the policy, where a transaction has been identified as a related party transaction, management must present information regarding the proposed related party transaction to the Chairman of the Audit Committee, the full Audit Committee or the Board for consideration and approval or ratification, depending upon the size of the transaction involved. In considering related party transactions, the Audit Committee takes into account the fairness of the proposed transaction to the Company and whether the terms of such transaction are at least as favorable to the Company as it would receive or be likely to receive from an unrelated third party in a comparable or substantially comparable transaction.

As discussed above, we have adopted a Code of Ethics that applies to all directors, officers and employees. We make the Code of Ethics available to all directors, officers and employees and convey our expectation that every director, officer and employee read and understand the Code of Ethics and its application to the performance of each such person's business responsibilities. To assist in identifying such proposed transactions as they may arise, our Code of Ethics uses a principles-based guideline to alert directors, officers and employees to potential conflicts of interest. Under the Code of Ethics, a conflict of interest occurs when an individual's personal, social, financial or political interests conflict with his or her loyalty to the Company. Our policy under the Code of Ethics provides that even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. If any person believes a conflict of interest is present in a personal activity, financial transaction or business dealing involving the Company, then that person is instructed under the Code of Ethics to report such belief to an appropriate individual or department as identified in the Code of Ethics.

To ensure that our existing procedures are successful in identifying related party transactions, the Company distributed questionnaires to its directors and executive officers shortly following the end of the fiscal year which included, among other things, inquiries about any transactions they have entered into with us.

~~CERTAIN RELATED-PERSON TRANSACTIONS~~

During fiscal ~~2014~~2016 and through the date of this proxy statement, there were no related party transactions under the relevant standards described above.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis, or CD&A, describes our executive compensation program, the various components of our program and the compensation-related decisions made for fiscal ~~2014~~2016 with respect to our named executive officers ("(“NEOs"”). For purposes of this CD&A and the compensation tables and narratives that follow, the NEOs for fiscal ~~2014~~2016 were:

•

Robert A. Katz, Chairman and Chief Executive Officer

•

Michael Z. Barkin, Executive Vice President and Chief Financial Officer

•

~~Blaise T. Carrig, President—~~

Patricia A. Campbell, President - Mountain Division

•

Kirsten A. Lynch, Executive Vice President and Chief Marketing Officer

•

~~Randall E. Mehrberg,~~

David T. Shapiro, Executive Vice President, General Counsel and Secretary

Executive Summary

Our executive compensation program, which is grounded in the principle of pay-for-performance, is intended to reward our executive officers ~~and senior management~~ for sustained, high-level performance over the short- and long-term as demonstrated by measurable, company-wide performance metrics and individual contributions that are consistent with our overall growth strategy and achievement of goals. We compensate our executive officers ~~and senior management~~ with a combination of cash compensation (in the form of base salary and cash incentive compensation) and equity ~~awards.~~awards, as well as a modest amount of benefits and perquisites. Our compensation program has been structured to enhance our ability to achieve our short-term and long-term strategic goals and to retain and motivate our executive officers and senior management to achieve such goals.

Our Executive Compensation Program Emphasizes Pay-for-Performance

The primary objective of our executive compensation program is to emphasize pay-for-performance by incentivizing our executive officers ~~and senior management~~ to drive superior results and generate stockholder value. We accomplish this objective in the following ways:

•

Annual Incentive Awards. Our Management Incentive Plan ("(“MIP"”), which applies to the award of annual cash incentive compensation, referred to in this CD&A as a ~~"MIP~~“MIP award,"” is intended to focus our executive officers on the key corporate financial metrics that we believe drive our best results. As explained in more detail below, because Resort EBITDA (earnings before interest, taxes, depreciation and amortization, as reported for our Mountain and Lodging segments) is the primary performance metric associated with the MIP for our NEOs, their annual cash incentive fluctuates with our performance and the achievement of our annual goals as established by the Compensation Committee each fiscal year.

•

Long-Term Equity Awards. A significant portion of our ~~NEOs'~~NEOs’ total annual compensation opportunity is in the form of long-term equity incentive compensation, including share appreciation rights ("(“SARs"”) and restricted share units ("(“RSUs"”), ~~each of~~ which generally vest ratably over three ~~years.~~years or, in certain circumstances, have cliff vesting at the third anniversary.

•

High Percentage of Compensation is Variable or ~~"At-Risk."~~“At-Risk.” A significant percentage of our ~~NEOs'~~NEOs’ compensation is tied to incentives or appreciation in our stock price, ~~making the majority of pay for these individuals variable or at-risk. As~~and as executive officers attain greater levels of responsibility, the percentage of their total target compensation that is variable or ~~"at-risk"~~“at-risk” increases, and the percentage that is fixed decreases. ~~As such,~~Accordingly, the NEO whose compensation is most heavily comprised of at-risk elements is our Chief Executive Officer ("(“CEO"”). Our commitment to emphasizing performance-based compensation is illustrated by

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the following charts, which show the mix of our ~~program's~~program’s three primary direct compensation components (fixed compensation, consisting of base salary; variable or at-risk compensation, consisting of target annual incentive compensation; and actual long-term equity incentive awards granted in the fiscal year) for our CEO and, on average, for our other NEOs for fiscal ~~2014:~~

2016:

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•: Performance-Based Stock Awards for CEO. In furtherance of our pay-for-performance philosophy and to further align the interests of our CEO with the interests of our stockholders, the Compensation Committee of the Company’s Board of Directors has determined that ~~at least~~approximately 50% of the ~~shares~~award value subject to long-term equity incentive awards granted to our CEO each fiscal year (not including RSUs granted in payment of his annual MIP award, which are already tied to the performance metrics set forth under the MIP) will be ~~"performance-based"~~“performance-based” stock awards. These performance-based stock awards may include (i) awards that do not vest or become exercisable unless specific business performance goals established by the Compensation Committee at the time of grant of the award are satisfied, and/or (ii) SARs subject to time-based vesting criteria, but with an exercise price at least 25% greater than the ~~fair market value~~closing price of our common stock on the date of grant ("(“Premium SARs"”). For fiscal 2014, the Compensation Committee determined that the performance-based stock awards would consist of Premium SARs and therefore awarded Mr. Katz long-term equity incentive awards consisting 50% of Premium SARs and 50% of, and/or (iii) SARs with an exercise price equal to the closing price of our common stock on the date of grant ("(“Market SARs"”). For fiscal 2016, the Compensation Committee awarded Mr. Katz his long-term equity incentive awards as approximately 50% of the award value in time-based vesting RSUs and approximately 50% of the award value in a combination of Premium SARs and Market SARs.

Our Executive Compensation Program is Supported by Our Stockholders

At our annual meeting of stockholders held on December ~~6, 2013,~~4, 2015, approximately ~~99.7%~~99.1% of the votes cast on the proposal were voted in support of the advisory resolution to approve the compensation of our ~~named executive officers.~~NEOs. After considering the results of this vote, the Compensation Committee concluded that there is strong stockholder support of our executive compensation program and its emphasis on pay-for-performance. As a result, the Compensation Committee determined to maintain the current executive compensation program. At our 2011 annual meeting, our stockholders expressed a preference that advisory votes on executive compensation occur every year, as recommended by our Board of Directors. Consistent with this preference, our Board of Directors has determined to implement an advisory vote on executive compensation every year until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the ~~Company's~~Company’s annual meeting of stockholders in 2017.

Fiscal ~~2015~~2017 Committee Actions

For fiscal ~~2015,~~2017, as part of its annual assessment of our compensation approach, ~~including how we balance our pay-for-performance philosophy with the risk profile of our compensation mix,~~ the Compensation Committee determined ~~a new allocation~~that for each NEO, 100% of ~~equity awards would strike a more appropriate~~

the funding of the MIP will be based upon the achievement of Resort EBITDA, and the Compensation Committee decided to remove the separate VRDC Performance Goals (as defined below) because of the reduced overall impact that the VRDC Performance Goals, including Real Estate EBITDA, have on the financial and operating results of the Company.

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balance of performance, risk and retention incentives regarding the long-term equity incentive awards granted to our CEO. As a result, for fiscal 2015, the Compensation Committee concluded that instead of providing the long-term equity incentive awards as 50% Premium SARs and 50% Market SARs (as was done for fiscal 2014), the Compensation Committee awarded Mr. Katz his long-term equity incentive awards as approximately 50% of the number of shares in Premium SARs and approximately 50% of the number of shares in a combination of Market SARs and RSUs.

In addition, for fiscal 2015, the Compensation Committee engaged Hewitt to conduct a competitive market study of the Company's executive compensation program and to advise on fiscal 2015 compensation decisions. The study analyzed our executive compensation relative to Hewitt's proprietary survey data as well as to publicly-traded peer group companies recommended by Hewitt and our Compensation Committee confirmed a peer group based upon this data. The peer group used by the Compensation Committee for fiscal 2015 compensation decisions consists of the following companies:


~~Boyd Gaming Corporation~~		~~Life Time Fitness Inc.~~
~~Cedar Fair, L.P.~~		~~Marriott International, Inc.~~
~~Choice Hotels International Inc.~~		~~Penn National Gaming Inc.~~
~~Churchill Downs Inc.~~		~~Pinnacle Entertainment, Inc.~~
~~Hyatt Hotels Corporation~~		~~Six Flags Entertainment Corporation~~
~~International Speedway Corporation~~		~~Starwood Hotels & Resorts Worldwide Inc.~~
~~Isle of Capri Casinos, Inc.~~		~~Wyndham Worldwide Corporation~~

Effective Corporate Governance Reinforces Our Executive Compensation Program

The following features of our executive compensation program are evidence of our commitment to good corporate governance ~~practices generally:~~

practices:



WHAT WE DO:		WHAT WE ~~DON'T~~DON’T DO:


*Annual Advisory Vote to Approve Executive Compensation.* We provide our stockholders with an annual opportunity to vote on an advisory ~~resolution~~basis to approve the compensation paid to our ~~named executive officers~~NEOs as disclosed in the proxy statement. *Independent Compensation Committee.* Our executive compensation program is reviewed annually by the Compensation Committee, which consists solely of independent directors and makes all final determinations regarding ~~executive compensation.~~the compensation of our NEOs. *Significant Portion of Executive Compensation Tied to Performance.* A significant portion of our ~~NEOs'~~NEOs’ compensation is comprised of elements of performance-based, incentive compensation that are tied to defined corporate and individual performance goals or stock price performance. In the last three fiscal years, approximately ~~82.8%~~84.1% of our ~~CEO's~~CEO’s total compensation and approximately ~~69.9%~~67.4% of our other ~~NEOs'~~NEOs’ total compensation, on average, as reported in the Summary Compensation Table, has been in the form of short and long-term incentive-based compensation (MIP award and equity awards). In addition, ~~at least~~approximately 50% of the long-term equity incentives granted to our CEO each fiscal year consist of ~~"performance-based"~~“performance-based” awards.		*~~No Excessive Perquisites.~~* We provide our executives with only limited perquisites, which are generally limited to credit at our owned and operated properties and which are designed to incentivize our executives to visit and use our resorts in order to inform decision making regarding our business and provide relevant feedback concerning our properties and services. *~~No Tax Gross-Ups on Perquisites.~~* ~~We do not pay tax gross-ups on the limited perquisites that our executives receive.~~ *~~No Excise Tax Gross-Ups.~~* ~~We are not required to pay excise tax gross-ups in connection with the change in control arrangements provided to our executives.~~ *~~No Golden Parachute Tax Gross-Ups.~~* ~~We do not provide excise tax gross-ups on post-retirement or termination compensation arrangements.~~ *~~No Automatic Salary Increases or Guaranteed Bonuses.~~* ~~We do not guarantee annual salary increases or bonuses and none of the employment agreements with any NEO contain such provisions.~~

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~~WHAT WE DO:~~		~~WHAT WE DON'T DO:~~


*Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives.* A significant portion of our ~~NEOs'~~NEOs’ compensation is comprised of long-term equity incentive awards, consisting of SARs and RSUs, which generally vest over three years. In the last three fiscal years, approximately ~~78.1%~~76.4% of our ~~CEO's~~CEO’s total compensation and approximately ~~61.0%~~54.6% of our other ~~NEOs'~~NEOs’ total compensation, on average, as reported in the Summary Compensation Table, has been in the form of long-term equity-based incentives. Mr. Katz receives 50% of his annual MIP award in cash and the other 50% in RSUs that vest annually over a three-year period (included in the percentage above), meaning one-half of the MIP award earned on the basis of the ~~Company's~~Company’s achievement of annual performance goals is subject to further time-based vesting and changes in the value of our common stock over that period.		*No Excessive Perquisites.* We provide our executive officers with limited perquisites, which are generally limited to credit at our owned and operated properties and which are designed to incentivize our executive officers to visit and use our resorts in order to make informed decisions regarding our business and provide relevant feedback concerning our properties and services. No Tax Gross-Ups on Perquisites, Except for Standard Relocation Benefits. We do not pay tax gross-ups on the limited perquisites that our executive officers receive, except in the case of standard relocation benefits available to all similarly situated employees. No Excise Tax Gross-Ups. We are not required to pay excise tax gross-ups in connection with the change in control arrangements provided to our executive officers. No Automatic Salary Increases or Guaranteed Bonuses. We do not guarantee annual salary increases or bonuses and no employment agreement with any NEO contains such provisions. No “Single Trigger” Automatic Cash Payments or Benefits Upon a Change in Control. The change in control arrangements provided to our executive officers require a termination event (including a termination by the executive for “good reason”) following a change in control before any cash-based payments or benefits are triggered. Additionally, our CEO’s potential cash severance of two times his base salary and bonus is lower than most companies multiple of 2.99 times base salary and bonus. No Hedging or Pledging. Under our Insider Trading Compliance Program, our executive officers are prohibited from conducting short sales or using derivatives or other instruments designed to hedge against the risk of ownership of our securities, including put and call options and collar transactions. The Insider Trading Compliance Program also prohibits directors and executive officers from pledging shares of the Company’s stock. *No Equity Repricing. We expressly prohibit the repricing of underwater SARs without stockholder approval.*

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WHAT WE DO:		WHAT WE DON’T DO:
Market Alignment of Compensation ~~But With~~but with Greater Emphasis on At-Risk Compensation. To attract and retain talented ~~executives,~~executive officers, we seek to align target pay levels for our NEOs between the 50^th50th and 75^th75th percentile of compensation as compared with companies in our peer group. However, as compared with companies in our peer group, we generally make at-risk compensation a more significant component of our ~~NEOs'~~NEOs’ compensation in order to emphasize pay-for-performance, and we generally make SARs a much larger portion of their at-risk compensation than RSUs. *Independent Compensation Consultant.* The Compensation Committee periodically retains and receives advice from an independent compensation consultant. *Clawback Policy.* The Compensation Committee has adopted a clawback policy that, in the event of a financial restatement, allows us to recoup cash- or equity-based incentive compensation from executive officers that was paid based on the misstated financial information. *Stock Ownership Guidelines.* Our executive officers are subject to stock ownership guidelines, requiring that they hold a meaningful amount of our common stock, which helps to align their interests with those of our stockholders. Additionally, until the applicable guideline is achieved for an executive, he or she is required to retain at least 75% of the net shares received from vesting of RSUs or exercise of SARs. All of our executive officers are in compliance with this policy. *Use of Tally Sheets.* The Compensation Committee uses tally sheets that provide information as to all compensation that is potentially available to our NEOs when evaluating executive compensation. *Annual Risk Assessment.* The Compensation Committee, with the assistance of our independent compensation consultant, annually conducts a compensation risk assessment ~~to determine whether our~~and, for fiscal 2016, determined that the Company’s compensation policies and practices, or components thereof, do not create risks that are reasonably likely to have a material adverse effect on the Company.		*~~No "Single Trigger" Automatic Payments or Benefits Upon a Change in Control.~~* The change in control arrangements provided to our executives require a termination event (including a termination by the executive for "good reason") following a change in control before any cash based payments or benefits are triggered. *~~No Hedging.~~* Under our Insider Trading Compliance Program, our executives are prohibited from conducting short sales or using derivatives or other instruments designed to hedge against the risk of ownership of our securities, including put and call options and collar transactions. *~~No Equity Repricing.~~* ~~We expressly prohibit the repricing of underwater stock options and SARs without stockholder approval.~~ *No Pension Plans or SERPs.* We do not provide our ~~executives~~executive officers with tax-qualified defined benefit pension plans or supplemental executive retirement plans.

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Key Objectives of Our Executive Compensation Program

Our executive compensation program focuses on the following three key objectives:

•

Emphasizing Pay-for-Performance. Emphasize pay-for-performance by tying annual and long-term compensation incentives to achievement of specified performance objectives or overall stock performance.

•

Attracting, Retaining and Motivating. Attract, retain and motivate talented executives who will determine our long-term success. We have structured our executive compensation program to be competitive with compensation paid by companies in the same market for executive talent.

•

Rewarding Contributions and Creating Long-Term Value. We have structured our compensation program to recognize and reward contributions of all employees, including executive officers, in achieving strategic goals and business objectives, while aligning the program with stockholder interests.

Compensation-Setting Process

Participants in Setting Executive Compensation

The Compensation Committee is responsible for determining the compensation of our executive officers, including our NEOs. In appropriate circumstances, such as when new market data supports a market adjustment, the Compensation Committee, in its sole discretion, considers the recommendations of our CEO in setting executive compensation, including the compensation of the other NEOs. The Compensation Committee, however, makes all final determinations regarding these awards, and no executive officer is involved in the deliberations or the determination with respect to his or her own compensation. The non-management ~~directors'~~directors’ practice is to meet in executive session following the Board meeting in September of each year to review and ratify the Compensation ~~Committee's~~Committee’s annual review of the CEO.

Comparative Framework

To achieve our executive compensation objectives, the Compensation Committee periodically analyzes market data and evaluates individual executive performance with a goal of setting compensation at levels the Compensation Committee believes, based on their general business and industry knowledge and experience, are comparable with executives in other companies operating in the leisure, travel, gaming and hospitality industries, which we refer to as our ~~"peer~~“peer group."” We face a somewhat unique challenge in establishing a peer group because few publicly-traded companies participate in more than one of our operating segments. Thus, when evaluating executive compensation, the Compensation Committee includes in our peer group a variety of leisure, travel, gaming and hospitality companies with whom we may compete for executive talent and the discretionary travel dollars of our guests.

When performing its annual executive compensation review, the Compensation Committee has sole authority to engage an independent compensation consultant to assist in obtaining market data and analyzing the competitive nature of our compensation programs. ~~The~~In fiscal 2016, the Compensation Committee engaged Aon Hewitt to conduct a risk assessment, competitive market study of the ~~Company's~~Company’s executive compensation program and to advise on ~~fiscal 2014~~ compensation decisions. The Compensation Committee has assessed the independence of Aon Hewitt as required by the NYSE listing rules. The Compensation Committee reviewed its relationship with Aon Hewitt and considered all relevant factors, and concluded that there are no conflicts of interest raised by the work performed by Aon Hewitt.

The market study analyzed our executive compensation relative to ~~Hewitt's~~Aon Hewitt’s proprietary survey data, which consisted of companies with comparable revenues, as well as to publicly-traded peer group companies recommended by ~~Hewitt and our~~Aon Hewitt. Our Compensation Committee then confirmed a peer group based upon this data. The peer

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group used for fiscal 2016 differed from the peer group used for fiscal 2015 due to changes in the industry, including revenue and market capitalization changes (both for the Company and the previous peer group companies) and mergers and acquisitions that resulted in 2015 peer group companies no longer being available for fiscal 2016. The peer group used by the Compensation Committee for fiscal ~~2014~~2016 compensation decisions consisted of the following companies:



Boyd Gaming Corporation Cedar Fair, L.P. ~~Choice~~ Churchill Downs Inc. Extended Stay America, Inc. Hyatt Hotels ~~International Inc.~~ ~~Isle of Capri Casinos, Inc.~~ ~~Las Vegas Sands Corp.~~ ~~Life Time Fitness Inc.~~ Corporation Marriott International, Inc.		~~MGM Resorts International~~ ~~Pinnacle~~ Marriott Vacations Worldwide Corp. Norwegian Cruise Line Holdings Ltd. Penn National Gaming Inc. Six Flags Entertainment ~~Inc.~~ ~~Ryman Hospitality Properties, Inc.~~ Corporation Starwood Hotels & Resorts Worldwide Inc. ~~Wyndham Worldwide Corporation~~ ~~Wynn Resorts Ltd.~~

The Compensation Committee primarily uses the proprietary survey ~~and peer group information generally~~data from Aon Hewitt to set target pay levels for competitive and retention purposes. ~~Generally, we seek~~The Compensation Committee then uses peer group information generally to ~~align~~confirm target pay levels for our NEOs are between the 50th and 75th percentile of compensation as compared with companies in our peer group. However, as compared with companies in our peer group, we generally make at-risk compensation a more significant component of our ~~NEOs'~~NEOs’ compensation in order to emphasize pay-for-performance. We believe that compensating our NEOs with a larger proportion of at-risk compensation elements (such as the MIP award, SARs and RSUs) in relation to more static compensation elements (such as base salary) and a larger proportion of long-term equity incentives (such as SARs and RSUs) in relation to short-term compensation elements (such as base salary and the MIP award), compared with the peer group, more closely aligns the interests of our NEOs with those of our stockholders. ~~The Hewitt study further validates that~~For example, on average, our ~~executive~~NEOs receive approximately 60% of their target total direct compensation ~~program continues~~as long-term equity incentives (SARs and RSUs), compared to ~~be aligned with our stated philosophy.~~an average of approximately 47% of the NEOs in the peer group.

The Compensation Committee ~~will~~intends to continue to seek advice from independent compensation consultants as it deems necessary ~~on a periodic basis~~ to help ensure that ~~the Company's~~our compensation programs remain appropriate and consistent with industry practices. Although the Compensation Committee believes that it is important to periodically review the compensation policies of its peer group and the

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survey data, the Compensation Committee also believes that our executive compensation program must further our business objectives and be consistent with our culture. Therefore, while the Compensation Committee reviews the peer group and survey data, including the total and type of compensation paid to executive officers at peer group companies to further validate that the compensation paid to ~~the~~our executive officers remains competitive, the Compensation Committee ~~does~~may not necessarily make any particular adjustments to the compensation paid to the executive officers based on the peer group or survey data.

Company-Specific Factors

In addition to considering market data with respect to executive compensation practices of companies within our peer group, the Compensation Committee takes into account individual performance, our retention needs, our relative performance and our own strategic goals. ~~Also, we~~We also conduct an annual review of the aggregate level of our executive compensation program as part of our annual budget review and annual performance review processes, which include determining the operating metrics and non-financial elements used to measure our performance and to compensate our executive officers. For example, in fiscal 2010, as part of a Company-wide wage reduction plan to control expenses, our executive officers were subject to a 10% salary reduction and our CEO received no salary for a twelve-month period.

The Compensation Committee, in conjunction with ~~any~~ data and recommendations provided by our independent compensation consultant in any given year, also annually analyzes tally sheets prepared for each NEO. These tally sheets present the dollar amount of each component of the ~~NEO's~~NEO’s compensation, including current cash compensation (base salary and the MIP ~~award)~~award for the applicable fiscal year), perquisites and the value of equity awards previously granted to the NEO as of the applicable fiscal year end, as well as the amounts that would have been payable to the NEO if employment had been terminated under ~~a variety of~~various scenarios as of the end of the most recently completed fiscal year. The Compensation Committee uses these tally sheets, which provide substantially the same information as is provided in the tables included in this proxy statement, together with peer group data,

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primarily for purposes of analyzing our ~~NEOs'~~NEOs’ total compensation and determining whether it is appropriate to adjust the compensation mix for our NEOs on a ~~going forward~~going-forward basis. In its most recent review of tally sheets, the Compensation Committee determined that total compensation amounts for our NEOs remained consistent with our executive compensation philosophy and objectives.

Elements of Compensation

Overview

Our executive compensation program consists of the following elements:



Compensation Element	Objective	Key Features ~~Specific to NEOs~~
Base Salary	To attract and retain executives with a proven track record of performance	• Established based primarily on the scope of ~~their~~an executive officer’s responsibilities, taking into account individual performance and experience, competitive market compensation for similar positions, as well as seniority of the individual, our ability to replace the individual, the impact the ~~individual's~~individual’s loss would have to the Company, and other factors which may be deemed to be relevant by the Compensation ~~Committee, in their discretion.~~ Committee. • Reviewed annually by the Compensation Committee and, based on ~~this~~such review, may be adjusted to ~~realign~~align salaries with market levels after taking into account ~~individual responsibilities,~~various factors, including those listed in the ~~impact upon, and relative level of responsibility for, the Company's performance, long-term Company and individual performance and expertise.~~ bullet above. • No guaranteed increases to base salary.

Annual MIP Award	To incentivize achievement of annual financial, operational and strategic goals and achievement of individual annual performance objectives	• For each fiscal year, Company and individual performance elements drive two different aspects of the MIP: (1) the aggregate amount of funds available under the MIP (driven by Company performance), and (2) the specific allocation of awards to participants under the MIP (driven by Company performance for Mr. Katz and individual performance for the other NEOs). • ~~Mr. Katz~~ Our CEO receives his annual MIP award 50% in cash and 50% in RSUs that vest annually over a three-year period.

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Compensation Element	Objective	Key Features ~~Specific to NEOs~~
Equity ~~Incentives~~Incentive Awards	To increase long-term stockholder value by retaining our executive officers in a competitive business environment and aligning the interests of ~~these~~our executive officers with those of our stockholders by encouraging stock ownership by ~~our executive~~such officers	• Current equity incentive awards are granted under our 2015 Omnibus Incentive Plan, referred to in this proxy statement as the 2015 Plan, previously approved by stockholders at the 2015 annual meeting. • Equity awards ~~are~~granted prior to the 2015 annual meeting were granted under our Amended and Restated 2002 Long Term Incentive and Share Award Plan, referred to in this proxy statement as the 2002 Plan, previously approved by the stockholders. • For fiscal ~~2014,~~2016, we used grants of ~~service-based~~time-based vesting RSUs and SARs because RSUs and SARs provide both a high perceived value and strong retention value, and in part because executives do not incur out-of-pocket expenses to participate in these equity awards, thus providing additional linkage between the interests of our NEOs and our stockholders. value. • The Compensation Committee has adopted a long-term equity-based incentive grant practice for ~~our CEO,~~Mr. Katz, such that ~~at least~~approximately 50% of his equity awards will be performance-based. For fiscal 2016, the Compensation Committee awarded Mr. Katz his long-term equity incentive awards as approximately 50% of the ~~grants will be performance-based. In fiscal 2014, this~~award value in RSUs and approximately 50% of the award value in a combination of Premium SARs and Market SARs, which consisted of ~~81,340~~19,203 RSUs, 42,385 Premium SARs ~~which vest~~and 18,527 Market SARs, each vesting annually over three ~~years and have exercise prices that are 25% greater than the fair market value of our common stock on the date of grant.~~ years. • The use of RSUs aligns the interests of our ~~executives~~executive officers with that of our stockholders through stock ownership. • SARs are granted with an exercise price of no less than the ~~fair market value~~closing price of our common stock on the date of grant (and in some cases as noted above with respect to Mr. Katz, with an exercise price that exceeds the fair market value on the date of grant), and as a result, ~~executives~~executive officers realize value only to the extent the price of our common stock appreciates after the grant date. • RSUs and SARs typically vest ~~annually~~ratably on an annual basis over three years. However, in certain instances, the Compensation Committee grants awards with cliff vesting as a retention tool where ~~for instance,~~ the entire award does not vest until the end of a three-year period.

Deferred Compensation	To attract and retain ~~executives~~executive officers with a proven track record of performance and to provide a tax-efficient means for ~~executives~~such officers to save for retirement	• ~~Executives~~ Executive officers can elect to defer up to 80% of their base salary and 100% of their annual MIP award. • ~~Executives~~ Executive officers can invest these amounts in pre-tax dollars in designated hypothetical investments for their accounts, and their accounts are credited with gains or losses in accordance with their selections.

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Compensation Element	Objective	Key Features ~~Specific to NEOs~~
Limited Perquisites	To incentivize executives to use the ~~Company's~~Company’s services in order to help them in their performance by allowing them to evaluate our resorts and services based upon firsthand knowledge	• Includes benefits relating to the use of one or more of our owned and operated private clubs, including skiing and parking privileges, as a part of their responsibilities and employment. • Also includes our Perquisite Fund Program, under which certain of our senior management, receive an annual allowance, based on executive level, to be used at the ~~Company's~~Company’s owned or operated resorts. Executives may draw against the account to pay for services or goods, at the market rate for the applicable resort or services. Amounts of the fund used by executives are taxed as ordinary income, like other compensation. Unused funds in each ~~executive's~~executive’s account at the end of each fiscal year are forfeited. • All Company employees enjoy skiing privileges, not just our executives.

~~2014~~2016 Compensation Decisions

Base Salary

The Compensation Committee generally reviews and adjusts base salaries annually at its September committee meeting, with new salaries effective in mid-October. The following table sets forth the annual base salaries approved by the Compensation Committee for fiscal ~~2014~~2016 compared to fiscal ~~2013~~2015 and shows the percentage change from the prior year. Fiscal ~~2014~~2016 base salary increases were approved for all NEOs in recognition of achieving their individual performance goals in fiscal ~~2013~~2015, and except as otherwise set forth below, are consistent with 3.0% merit increases for employees generally who achieved their individual performance goals in the prior fiscal year.


Name	Fiscal 2014 Base Salary		Fiscal 2013 Base Salary		% Change	Fiscal 2016 Base Salary		Fiscal 2015 Base Salary		% Change
Robert A. Katz	$	823,125	$	799,150	3.0%	$	873,254	$	847,819	3.0	%
Michael Z. Barkin⁽¹⁾	$	333,267	$	330,000	1.0%
Blaise T. Carrig	$	416,079	$	403,960	3.0%
Michael Z. Barkin						$	401,700	$	390,000	3.0	%
Patricia A. Campbell⁽¹⁾						$	390,000	$	305,911	27.5	%
Kirsten A. Lynch	$	338,252	$	328,400	3.0%	$	401,700	$	390,000	3.0	%
Randall E. Mehrberg⁽²⁾	$	340,000		—	—
David T. Shapiro⁽²⁾						$	375,938	$	375,000	0.3	%

~~(1)~~


(1)	Ms. Campbell’s percentage change reflects a merit increase as well as an additional adjustment in connection with her promotion to President - Mountain Division, effective August 1, 2015.

(2) Mr. ~~Barkin was appointed Executive Vice President and Chief Financial Officer effective April 8, 2013. Amount shown~~Shapiro’s percentage change reflects ~~his base annual salary effective upon his appointment.~~

~~(2)~~

~~Mr. Mehrberg~~a pro-rated merit increase as he joined the Company ~~as Executive Vice President and General Counsel~~ on ~~December 2, 2013. Amount shown reflects his base annual salary effective upon his appointment.~~

July 13, 2015.

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Annual MIP Awards

Following the completion of fiscal ~~2014,~~2016, all of our NEOs were eligible to receive an annual cash MIP award based onupon our performance and, except for the CEO, each ~~NEO's~~NEO’s individual performance during fiscal ~~2014.~~2016. Pursuant to his employment agreement, Mr. ~~Katz's~~Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three-year period.

Annual Funding of the MIP. Annual funding of the MIP is based upon our achievement of performance measures selected by the Compensation Committee. The Compensation Committee has ~~established~~established: (1) Resort EBITDA and (2) performance goals for Vail Resorts Development Company ("(“VRDC Performance Goals"”), as the performance measures to determine funding of the MIP for our NEOs. The Compensation Committee believes these are the appropriate performance measures because Resort EBITDA is the primary performance metric used by the Company to measure its performance and VRDC Performance Goals promote a long-term focus on performance because the real estate and ~~development~~real estate management portion of our business tends to use different measures of success, including net cash flow generated from sales and other operational ~~targets related to construction and development of new projects that are most often multi-year endeavors, with revenue and expenditure happening across long periods of time.~~targets. For purposes of setting annual funding targets under the MIP, the Compensation Committee bases the Resort EBITDA target on the target set by our Board ~~of Directors~~ annually when approving the ~~Company's~~Company’s budget and bases VRDC Performance Goals on Board ~~of Directors~~ approved targets for Real Estate EBITDA and net cash proceeds from real estate sales. In setting the performance measures for any given fiscal year, the Compensation Committee considers our past performance, broader economic trends that may impact us in the upcoming year, and our historical performance in relation to the MIP award targets set in the respective prior periods.

Please see pages 3836 and 5349 of our Annual Report on Form 10-K for fiscal ~~2014~~2016 filed with the SEC on September ~~24, 2014~~26, 2016 for information regarding our use of the non-GAAP financial measures discussed in this CD&A and a reconciliation of the differences between the non-GAAP financial measures and their most directly comparable GAAP financial measures.

The threshold, target and maximum value of the MIP awards granted to our NEOs in fiscal 2016 are reported in the Summary Compensation Table and are further described in the Grants of Plan-Based Awards Table.

Resort EBITDA Target. For fiscal ~~2014,~~2016, the Resort EBITDA target was set at ~~$286.9~~$419.0 million. Both the Resort EBITDA and Real Estate EBITDA targets (which comprised a portion of the VRDC Performance Goals for the fiscal year as described below) were based onupon our approved budget for fiscal ~~2014.~~2016. The Compensation Committee established the performance measures at the beginning of the fiscal year with the expectation that the target level of performance of these goals would require significant effort and substantial progress toward our strategic plan goals in light of the business environment at that time. As a result, our attainment of these targets in fiscal ~~2014~~2016 was considered moderately likely.

VRDC Performance Goals Target. For fiscal ~~2014,~~2016, the VRDC Performance Goals included, among other things, attaining a Real Estate EBITDA target of ~~$(11.4)~~$6.3 million and achieving net cash proceeds from real estate sales of ~~$40.4~~$33.8 million, in each case with respect to our ~~real estate~~Real Estate segment. For the VRDC Performance Goals, the Compensation Committee sets out several specific goals, each of which has a separate weighting within that portion of the funding calculation for corporate performance. Among these specific goals, we expect that some should be achievable, some will be challenging to achieve and others will be difficult to achieve. ~~Over~~In fiscal 2016, because a real estate sale did not close in fiscal 2016 (but closed during fiscal 2017), the ~~past three fiscal years, VRDC completed the number of goals resulting in between approximately 111.0% and 150.0% funding of the~~total VRDC Performance Goals portion of corporate performance ~~with an average~~for the NEOs funding ~~over this time of 136.0%~~was 32%.

How the MIP Is Funded. For fiscal ~~2014,~~2016, for each NEO, ~~85%~~95% of the funding of the MIP was based upon the achievement of Resort EBITDA and ~~15%~~5% was based upon achievement of the VRDC Performance ~~Goals, including Real Estate EBITDA.~~Goals. Under the MIP, if we achieve 100% of the Resort EBITDA target, the MIP is funded at 100% of the target funding level for that component, as is more fully detailed in the table below. If our performance exceeds 100% of the Resort EBITDA target, the MIP is

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funded above the target funding level for that component up to a maximum of 200% of the target funding level. If our performance falls below 100% of the annual Resort EBITDA target, the MIP is funded below the target funding level for that component. If our performance falls below 80% of the annual Resort ~~Reported~~EBITDA target, the MIP is not funded for that component.

MIP Funding for Resort EBITDA Component


Percentage of Target Performance Achieved	Percentage of Annual Target Funding Level Available under the MIP	Percentage of Annual Target Funding Level Available under the MIP
Less than 80%	0%	—%
80%	15%	15%
90%	25%	25%
95%	50%	50%
100%	100%	100%
110%	175%	175%
120% or greater	200%	200%

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The other component of the MIP funding calculation for NEOs is the attainment of the VRDC Performance Goals. If the minimum percentage of the Resort EBITDA target is not reached and no VRDC Performance Goals are met, then the MIP is not funded for the NEOs and no MIP awards are paid to them. In the event our Resort EBITDA for any fiscal year meets the specific threshold or target level, and/or we achieve any of the VRDC Performance Goals, then the MIP is funded at the appropriate level and each NEO is eligible to receive a MIP award. In addition, once the MIP is funded based upon each ~~NEO's~~NEO’s target MIP award percentage, the total pool for NEOs is increased by 5%, with such excess being paid out, if any, at the discretion of the Compensation Committee based upon individual performance.

Target Annual MIP Awards. ~~For fiscal 2014, each NEO was eligible for an annual MIP award based on a percentage of annual base salary as follows:~~


~~Name~~		~~2014 Target~~ ~~Annual~~ ~~MIP Award as~~ ~~Percentage of~~ ~~Base Salary~~
~~Robert A. Katz~~		~~100.0%~~
~~Michael Z. Barkin~~		~~50.0%~~
~~Blaise T. Carrig~~		~~60.0%~~
~~Kirsten A. Lynch~~		~~50.0%~~
~~Randall E. Mehrberg~~		~~50.0%~~

The differences between the ~~NEOs'~~NEOs’ target MIP awards as a percentage of their base salaries was determined based upon the perceived ability each executive position has to influence our performance. The positions deemed to have the most potential impact upon our performance have the greatest potential for annual MIP award potential, putting a greater proportion of such NEO's total pay at-risk relative to performance, in accordance with our executive compensation philosophy. Threshold, target and maximum awards payable under the MIP for fiscal ~~2014~~2016 are reported in the Grants of Plan-Based Awards Table.

For fiscal 2016 (and consistent with fiscal 2015 percentages), each NEO was eligible for an annual MIP award based on a percentage of annual base salary as follows:



Name	2016 Target Annual MIP Award as Percentage of Base Salary
Robert A. Katz	100	%
Michael Z. Barkin	50	%
Patricia A. Campbell	50	%
Kirsten A. Lynch	50	%
David T. Shapiro	50	%

Individual MIP Award Determination. Once funding is established, the actual MIP award paid to each NEO is determined by individual performance objectives (other than for Mr. Katz, whose award is based solely on the funded amount of target MIP determined by Company performance because, unlike other NEOs, he is responsible for all aspects of Company performance). This structure reflects our objective to put more emphasis on individual performance oriented compensation, while at the same time

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requiring that overall Company performance standards are met before MIP funding can occur. Achievement of individual performance objectives can result in the NEO receiving a MIP award equal to 0%, 70%, 100%, 115% or 130% of the funded amount (subject to availability of funds under the MIP) and subject to further adjustments (including the 5% adjustment described above) at the discretion of the Compensation Committee. Individual performance objectives vary depending upon our strategic plan and each ~~NEO's~~NEO’s individual responsibilities and are established at the beginning of each fiscal year, with the expectation in fiscal ~~2014~~2016 that the target level of performance of these objectives would require significant effort and substantial progress toward the goals of our strategic plan in light of the current business environment. As a result, each ~~NEO's~~NEO’s attainment of his or her performance objectives in fiscal ~~2014~~2016 was moderately likely.

Example. An executive whose MIP award funding is ~~85%~~95% based on Resort EBITDA and ~~15%~~5% based upon achievement of VRDC Performance Goals, earning $300,000 annually with a target MIP award of 50% of base salary, would have an available MIP award funding of ~~$127,500~~$142,500 for 100% achievement of Resort EBITDA (100% times 50% salary target times ~~85%~~95% funding), plus ~~$22,500~~$7,500 for 100% achievement of VRDC Performance Goals (100% times 50% salary target times ~~15%~~5% funding), for a total of $150,000, or 100%, of target funding. However, because ~~100% of an executive's~~the executive’s total MIP award is determined by the achievement of individual performance objectives, an ~~executive's~~executive’s ultimate total MIP award can be paid out in an amount equal to 0%, 70%, 100%, 115% or 130% of the target amount based on individual performance (subject to availability of funds under the MIP).

Fiscal ~~2014~~2016 Results. In fiscal 2014, the Compensation Committee adjusted the Resort EBITDA actual results to reflect the unbudgeted and unanticipated changes in the legal expenses associated with the recent litigation surrounding the Canyons and Park City lease, which the Compensation Committee did not consider to be relevant to the performance of the Company's Mountain and Lodging divisions, which comprise Resort EBITDA. As a result, in fiscal 2014,2016, we met ~~94.7%~~108% of the Resort EBITDA target, which resulted in a funding level at ~~48.7%~~160.2% of the target funding level for that component of the funding calculation. In fiscal ~~2014,~~2016, VRDC achieved VRDC Performance Goals resulting in a funding level of ~~150.0%~~32% for the VRDC Performance Goals component of the funding calculation. Combined with the Resort EBITDA funding, this resulted in an overall funding level of ~~63.90%~~153.82% of the target funding level for each NEO. Based upon these results and individual performance, the Compensation Committee determined the final MIP award amounts as follows:

Name

Fiscal 2014
Target
MIP Award

Actual
Fiscal 2014
Payout
Percentages⁽¹⁾

Fiscal 2014
Actual
MIP Award

Fiscal 2013
Actual
MIP Award

Change from
Fiscal 2013
Actual
MIP Award
Robert A. Katz⁽²⁾
$823,125 x 63.90 % = $525,976 $510,497 3.0%
Michael Z. Barkin⁽³⁾
$166,634 x 63.90 % = $106,479 $82,315 29.4%
Blaise T. Carrig
$249,647 x 63.90 % = $159,525 $162,572 (1.9)%
Kirsten A. Lynch
$169,126 x 63.90 % = $108,072 $110,136 (1.9)%
Randall E. Mehrberg⁽⁴⁾
$113,333 x 63.90 % = $72,420 — —

~~(1)~~: Actual payout percentages are based upon the MIP funded amount and, for each NEO other than the CEO whose payout percentage equals the 63.90% funding level of the MIP, achievement of his or her individual performance objectives. In fiscal 2014, payout percentages were based upon the 63.90% funding level of the MIP and no adjustments were made based upon individual performance objectives.
~~(2)~~: ~~Pursuant to his employment agreement, Mr. Katz's MIP award is paid 50% in cash and 50% in RSUs.~~
~~(3)~~: Mr. Barkin's fiscal 2013 actual MIP award was based upon four months in his role as Executive Vice President and Chief Financial Officer and eight months in his prior role as Vice President of Strategy and Development.
~~(4)~~: Mr. Mehrberg did not receive a MIP award in fiscal 2013 because he joined the Company on December 2, 2013. His fiscal 2014 target MIP award is based upon a pro rata portion of his annual base salary for fiscal 2014.

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Name	Fiscal 2016 Target MIP Award			Actual Fiscal 2016 Payout Percentages⁽¹⁾			Fiscal 2016 Actual MIP Award		Fiscal 2015 Actual MIP Award		Change from Fiscal 2015 Actual MIP Award
Robert A. Katz⁽²⁾	$	873,254	x	153.82	%	=	$	1,343,226	$	682,664	96.8	%
Michael Z. Barkin	$	200,850	x	153.82	%	=	$	308,944	$	157,014	96.8	%
Patricia A. Campbell⁽³⁾	$	195,000	x	153.82	%	=	$	299,946	$	—	—	%
Kirsten A. Lynch	$	200,850	x	153.82	%	=	$	308,944	$	157,014	96.8	%
David T. Shapiro⁽⁴⁾	$	187,969	x	153.82	%	=	$	289,131	$	—	—	%


(1)	Actual payout percentages are based upon the MIP funded amount and, for each NEO other than the CEO whose payout percentage equals the 153.8185% funding level of the MIP, achievement of his or her individual performance objectives. In fiscal 2016, payout percentages were based upon the 153.8185% funding level of the MIP and no adjustments were made based upon individual performance objectives.


(2)	Pursuant to his employment agreement, Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs, which generally vest in equal installments over three years.


(3)	Ms. Campbell was promoted to President - Mountain Division on August 1, 2015, and accordingly only her MIP award for fiscal 2016 is presented in the table above.


(4)	Mr. Shapiro joined the Company on July 13, 2015 and was not eligible to receive a MIP award for fiscal 2015.

Long-Term Equity Incentives

Our long-term equity incentive award program is designed to promote long-term Company performance and align each ~~executive's~~executive’s risk with stockholder interest, to reward the achievement of long-term goals, and to promote stability and corporate loyalty among our executives. The Compensation Committee bases awards of long-term equity compensation on a number of different factors, including competitive market practices as determined by our peer group analysis, the information provided by our independent compensation consultant, the amount of cash compensation that is currently paid to each NEO, each ~~NEO's~~NEO’s level of responsibility, our retention objectives and our pay-for-performance philosophy. In general, the Compensation Committee makes ~~long- term~~long-term equity award determinations for executive officers in September of each year and typically consults with our CEO in determining the size of grants to each NEO, other than himself, although the Compensation Committee makes all final determinations. The non-management ~~directors'~~directors’ practice is to meet in executive session following the Board meeting in September of each year to review and ratify the Compensation ~~Committee's~~Committee’s annual review of the CEO. For fiscal 2016, the Compensation Committee awarded Mr. Katz his long-term equity incentive awards as approximately 50% of the award value in RSUs and approximately 50% of the award value in a combination of Premium SARs and Market SARs. In fiscal ~~2014,~~2016, the Compensation Committee granted long-term equity incentive awards under the 2002 ~~Plan. For fiscal 2014,~~Plan, and the ~~Compensation Committee did not make any changes to~~2015 Plan, which was approved by our stockholders at the ~~long-term incentive program.~~

2015 annual meeting.

As noted above, the long-term equity values awarded to our NEOs are based on a number of different factors considered by the Compensation Committee. For fiscal ~~2014,~~2016, the Compensation Committee ~~generally~~ awarded each NEO an equity ~~values consistent with previous year levels,~~value increased by 3.5% from the prior fiscal year, ~~with certain~~plus an additional ~~adjustments as determined appropriate based upon an executive's individual~~$50,000 equity award value to recognize their outstanding performance and changes in scope of responsibility. As described elsewhere in this CD&A, ~~50%~~28% of the long-term equity incentive ~~awards~~award value awarded to Mr. Katz ~~are~~is performance-based SARs with an exercise price equal to 125% of the closing price on the date of grant.

In addition, Mr. Carrig was awarded $500,000 in RSUs that cliff vest three years after the date of grant for retention purposes. Similarly, Mr. Mehrberg was awarded $700,000 in RSUs that cliff vest three years after the date of grant for retention purposes and in connection with ~~his~~Mr. Shapiro's appointment as Executive Vice President, ~~and~~ General Counsel and Secretary on July 13, 2015, Mr. Shapiro was eligible to receive 16.7% of the value of the equity awards granted to our NEOs in ~~December 2013.~~

fiscal 2015. On August 1, 2015, the first day of our fiscal 2016, Mr. Shapiro was awarded (i) 162 RSUs and (ii) 1,539 SARs, with an exercise price of $109.69, that each vest in three equal annual installments commencing on the first anniversary date of the grant. In addition, certain discretionary equity grants were awarded to executive officers, as further described below.

As in previous years, the long-term equity incentive awards granted to our NEOs in fiscal ~~2014~~2016 consisted of RSUs and SARs. In determining the mix of RSUs and SARs granted to each of our NEOs in fiscal ~~2014,~~2016, the Compensation Committee considered that, of the two forms of equity awards, RSUs have a relatively greater retentive effect, and SARs have a relatively greater performance incentive impact. For fiscal ~~2014, and~~2016, excluding ~~Messrs. Carrig and Mehrberg's~~one-time special RSU awards ~~noted above,~~(described below), approximately ~~22.7%~~22.9% of the long-term equity incentive award value granted is attributed to RSUs and approximately ~~77.3%~~77.1% of the award value granted is attributed to SARs for our NEOs other than the CEO. For our CEO, approximately ~~6.7%~~57.0% of the long-term equity incentive award value granted is attributed to RSUs ~~(consisting solely of RSUs in partial payment of his MIP award)~~ and approximately ~~93.3%~~43.0% of the award value granted is attributed to SARs. To further promote retention, the RSUs and SARs granted in fiscal ~~2014, other than Messrs. Carrig and Mehrberg's awards noted above,~~2016 vest in equal annual installments over a three year period commencing on the first anniversary date of the ~~grant.~~grant (excluding one-time special RSU awards as described above). As the awards are inherently tied to the performance of our common stock, we consider a vesting schedule based onupon continued service appropriate to meet the desire for both retention and performance incentive.

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Discretionary Bonus or Equity Grant

The Compensation Committee may choose to approve a sign-on or discretionary bonus or equity grant for a senior executive if it deems it necessary as a recruitment tool or to recognize outstanding performance. Discretionary cash bonuses, including a sign-on bonus, are included in the “Bonus” column of the Summary Compensation Table for Fiscal 2016 and the grant date fair value of a sign-on or discretionary equity award is included in either the “Stock Awards” or “Option/Share Appreciation Right Awards” column of the table, as appropriate. As noted above, for fiscal 2016, the Compensation Committee awarded each NEO an additional $50,000 in equity award value. In addition, in connection with Ms. Campbell’s appointment as President - Mountain Division on August 1, 2015, Ms. Campbell was awarded $400,000 in RSUs that cliff vest three years after the date of grant for retention purposes. Also on August 1, 2015, Mr. Shapiro was awarded $500,000 in RSUs that cliff vest three years after the date of grant, and on September 25, 2015, Ms. Lynch was awarded $400,000 in RSUs that cliff vest three years after the date of grant. Both Mr. Shapiro and Ms. Lynch’s awards were made for retention purposes. No other sign-on or discretionary cash or equity bonuses were made to our NEOs during fiscal 2016.

The value of the equity awards granted to our NEOs in fiscal ~~2014~~2016 are reported in the Summary Compensation Table and are further described in the Grants of Plan-Based Awards Table.

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Other Executive Compensation Policies and Practices

Clawback Policy

In line with corporate governance best practices, ~~in October 2010~~ the Compensation Committee has adopted a clawback policy that allows the Company to seek repayment of incentive compensation that was erroneously paid. The policy provides that if the Board ~~of Directors~~ determines that there has been a material restatement of publicly issued financial results from those previously issued to the public, our Board ~~of Directors~~ will review all MIP awards and equity awards made to executive officers during the three-year period prior to the restatement on the basis of having met or exceeded specific performance targets. If such payments would have been lower had they been calculated based on such restated results, our Board ~~of Directors~~ will (to the extent permitted by governing law) seek to recoup the payments in excess of the amount that would have been paid based on the restated results.

Equity Grant Practices

We generally seek to make equity compensation grants in the first quarter following the completion of a given fiscal year. SARs are granted with an exercise price equal to or higher than the market price of our common stock on the date of grant, which is the date the Compensation Committee approves the award. We do not have any specific program, plan or practice related to timing equity compensation awards to executives; however, the Compensation Committee generally grants annual awards on the date of the regularly scheduled first fiscal quarter Board ~~of Directors~~ meeting in September. Other than grants made in connection with hiring, promotions or to replace certain new hire grants once they vest and/or are exercised, equity awards are granted to NEOs at the same time that equity awards are granted to all other employees who are eligible for such awards.

Stock Ownership Guidelines for Executives

Consistent with our objective of encouraging executive stock ownership to create long-term stockholder value by aligning the interests of our executives with our stockholders, the Company has adopted executive stock ownership guidelines. Under the guidelines, our executive officers are expected to hold shares of our common stock equal to multiples of their base salaries as follows: ~~Chief Executive Officer—6x; Chief Financial Officer—3x; Presidents—3x; and Executive Vice Presidents—2x.~~



Title		Multiple of Base Salary
Chief Executive Officer		6x
Chief Financial Officer		3x
Presidents		3x
Executive Vice Presidents		2x

Until an executive achieves the required level of ownership, he or she is required to retain at least 75% of the net shares received as a result of the vesting of RSUs or restricted stock or the exercise of ~~SARs or stock options.~~SARs. Net shares are those that remain after shares are netted to pay any applicable exercise price or statutory tax withholdings. Shares of common stock, stock owned in a directed retirement plan or IRA and the intrinsic value of vested equity grants count as stock ownership for purposes of these guidelines.

As of the date of this proxy statement, all NEOs who are subject to our stock ownership guidelines, except Mr. Shapiro, who became subject to our stock ownership guidelines in July 2015, have met their required level of stock ownership.

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Policy Prohibiting Hedging and Pledging Transactions

Our Insider Trading Compliance Program prohibits ~~our~~ executives from engaging in hedging transactions designed to offset decreases in the market value of the ~~Company's~~Company’s securities, including engaging in short sales or investing in other derivatives of the ~~Company's~~Company’s securities, including put and call options and collar transactions.

The Insider Trading Compliance Program also prohibits directors and executive officers from pledging shares of the Company’s stock.

Post-Termination Compensation

Pursuant to ~~their respective~~his employment ~~agreements, each of Messrs.~~agreement, Mr. Katz ~~and Carrig are~~is entitled to receive severance payments and continuation of certain benefits upon certain terminations of employment, including certain resignations for ~~"good reason"~~“good reason” (as defined in ~~their respective agreements)~~his agreement). Pursuant to the ~~Company's~~Company’s executive severance policy, Messrs. Barkin and ~~Mehrberg~~Shapiro and ~~Ms.~~Mmes. Campbell and Lynch are ~~also~~ entitled to receive severance payments upon certain terminations of employment. In addition, each NEO is entitled

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to receive payments upon a termination occurring within a limited period of time following a change in control. We believe the change in control arrangements provide continuity of management in the event of an actual or threatened change in control. We also believe that our termination and severance provisions reflect both market practices and competitive factors. Our Board believed that these severance payments and benefit arrangements were necessary to attract and retain our executives when these agreements were entered into.

Executive Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code (the "“Code"”) generally provides that no federal income tax business expense deduction is allowed for annual compensation in excess of $1 million paid by a publicly traded corporation to its chief executive officer and its three other most highly compensated executive officers (other than the chief financial officer). Under the Code, however, compensation that is considered ~~"performance-based compensation"~~“performance-based compensation” (within the meaning of the Code) does not count towards the $1 million limit. While the Compensation Committee considers the impact of the tax treatment, the primary factor influencing program design is the support of business objectives. The Compensation Committee reserves the right to design programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be deductible. Accordingly, the Compensation Committee retains flexibility to structure our compensation programs in a manner that is not tax-deductible in order to achieve a strategic result that the Compensation Committee determines to be more appropriate. We have typically intended to structure certain quantitative portions of our cash-based incentive compensation and our equity awards to our covered executive officers under the 2002 Plan, 2015 Plan and MIP as qualifying performance-based compensation for Section 162(m) purposes. However, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given, notwithstanding our efforts, that compensation intended by us to satisfy the requirements for deductibility under Section 162(m) does in fact do so.

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SUMMARY COMPENSATION TABLE FOR FISCAL ~~2014~~

2016

The following table summarizes the total compensation paid or earned by the ~~named executive officers~~NEOs for each of the last three fiscal years during which the officer was a ~~named executive officer:~~

NEO:


Name and Principal Position	Fiscal Year		Salary ($)⁽¹⁾		Bonus ($)		Stock Awards ($)⁽²⁾			Option/Share Appreciation Right Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)⁽⁵⁾		Total ($)		Fiscal Year	Salary ($)⁽¹⁾	Bonus ($)		Stock Awards ($)⁽²⁾		Option/Share Appreciation Right Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compen-sation ($)⁽⁵⁾	Total ($)
Robert A. Katz		2014		822,602		—		262,988	⁽⁶⁾		3,652,979		262,988	⁽⁶⁾		—		29,987		5,031,544	2016	869,341	—		2,628,207	⁽⁶⁾	1,956,557	671,613	⁽⁹⁾	—	28,008	6,153,726
Chairman and Chief		2013		798,553		—		255,249	⁽⁶⁾		3,529,457		255,249	⁽⁶⁾		—		33,563		4,872,071	2015	846,281	—		2,231,712	⁽⁷⁾	1,890,372	341,332	⁽⁹⁾	—	34,726	5,344,423
Executive Officer		2012		771,528		—		155,920	⁽⁶⁾		3,410,097		155,920	⁽⁶⁾		—		31,007		4,524,472	2014	822,602	—		262,910	⁽⁸⁾	3,652,979	262,988	⁽⁹⁾	—	29,987	5,031,466
Michael Z. Barkin		2014		334,046		—		103,552			346,673		106,479			—		7,943		898,693	2016	399,900	—		192,674		478,166	308,944		—	8,852	1,388,536
Executive Vice President		2013		286,769		—		565,422			229,457		82,315			—		3,313		1,167,276	2015	382,187	—		187,852		462,029	157,014		—	19,812	1,208,894
and Chief Financial Officer																					2014	334,046	—		103,552		346,673	106,479		—	7,943	898,693
Blaise T. Carrig		2014		415,815		—		675,853			605,711		159,525			—		37,297		1,894,201
Patricia A. Campbell⁽¹⁰⁾																					2016	390,000	—		587,832		461,972	299,946		—	12,927	1,752,677
President—Mountain		2013		404,889		—		146,593			608,480		162,572			—		17,612		1,340,146
Division		2012		379,404		—		110,741			481,353		97,057			—		182,556		1,251,111
Kirsten A. Lynch		2014		338,037		—		100,719			346,920		108,072			—		19,691		913,439	2016	399,900	—		592,684		478,166	308,944		—	10,852	1,790,546
Executive Vice President																					2015	382,968	—		187,852		462,029	157,014		—	11,245	1,201,108
and Chief Marketing Officer																					2014	338,037	—		100,719		346,920	108,072		—	19,691	913,439
Randall E. Mehrberg		2014		227,538		—		786,293			288,894		72,420			—		32,288		1,407,433
David T. Shapiro⁽¹¹⁾																					2016	375,794	—		671,526		419,157	289,131		—	13,063	1,768,671
Executive Vice President,																					2015	21,635	200,000	⁽¹²⁾	—		—	—		—	—	221,635
General Counsel and Secretary

~~(1)~~: Amounts shown reflect salary earned during the fiscal year, which differ from base salaries in that year based in part on the timing of previous year annual adjustments, mid-year promotions, service period and other adjustments in any given year.
~~(2)~~: Awards consist of RSUs. The amounts represent the aggregate grant date fair value of RSUs granted during the applicable fiscal year computed in accordance with FASB ASC Topic 718, and do not represent cash payments made to individuals or amounts realized, or amounts that may be realized. Assumptions used in the calculation of these amounts are included in note 16 to our audited financial statements for fiscal 2014, which are included in our Annual Report on Form 10-K for fiscal 2014 filed with the SEC on September 24, 2014.
~~(3)~~: Awards consist of SARs. The amounts represent the aggregate grant date fair value of SARs granted during the applicable fiscal year computed in accordance with FASB ASC Topic 718, and do not represent cash payments made to individuals or amounts realized, or amounts that may be realized. Assumptions used in the calculation of these amounts are included in note 16 to our audited financial statements for fiscal 2014, which are included in our Annual Report on Form 10-K for fiscal 2014 filed with the SEC on September 24, 2014.
~~(4)~~: In September 2014, pursuant to the MIP, as more fully described in the CD&A section of this proxy statement, and based upon the attainment of performance targets previously established by the Compensation Committee under the MIP, the Compensation Committee approved 2014 cash MIP awards for its NEOs. Such amounts were paid in October 2014.
~~(5)~~: ~~All other compensation for fiscal 2014 includes the following:~~

Name

Fiscal
Year

Company
Contributions
Under 401(k)
Savings Plan
($)^(a)

Company-paid
Supplemental
Life Insurance
Premiums
($)^(b)

Company-paid
Supplemental
Disability
Insurance
Premiums
($)^(c)

Company-paid
Relocation
Compensation^(d)

Company-paid
Lodging,
Ski School
Privileges and
Discretionary
Spending on
Goods and
Services
($)^(e)

Total
($)

Robert A. Katz
2014 7,650 7,043 1,824 — 13,470 29,987
Michael Z. Barkin
2014 7,295 648 — — — 7,943
Blaise T. Carrig
2014 4,449 648 11,992 — 20,208 37,297
Kirsten A. Lynch
2014 5,926 648 2,080 — 11,037 19,691
Randall E. Mehrberg
2014 — 648 — 20,158 11,482 32,288


(1)	Amounts shown reflect salary earned during the fiscal year, which differ from base salaries in that year based in part on the timing of previous year annual adjustments, mid-year promotions, service period and other adjustments in any given year.

(2)

Awards consist of RSUs. The amounts represent the aggregate grant date fair value of RSUs granted during the applicable fiscal year computed in accordance with FASB ASC Topic 718, and do not represent cash payments made to individuals or amounts realized, or amounts that may be realized. Assumptions used in the calculation of these amounts are included in note 16 to our audited financial statements for fiscal 2016, which are included in our Annual Report on Form 10-K for fiscal 2016 filed with the SEC on September 26, 2016.

(3)

Awards consist of SARs. The amounts represent the aggregate grant date fair value of SARs granted during the applicable fiscal year computed in accordance with FASB ASC Topic 718, and do not represent cash payments made to individuals or amounts realized, or amounts that may be realized. Assumptions used in the calculation of these amounts are included in note 16 to our audited financial statements for fiscal 2016, which are included in our Annual Report on Form 10-K for fiscal 2016 filed with the SEC on September 26, 2016.


(4)	In September 2016, pursuant to the MIP, as more fully described in the CD&A and based upon the attainment of performance targets previously established by the Compensation Committee under the MIP, the Compensation Committee approved fiscal 2016 cash MIP awards for the NEOs. Such amounts were paid in October 2016.


(5)	All other compensation for fiscal 2016 includes the following:

~~(a)~~: ~~Consists of Company contributions to the NEO's accounts in the Company's tax-qualified 401(k) plan.~~
~~(b)~~: ~~Consists of premiums paid on behalf of the NEO for supplemental life insurance.~~
~~(c)~~: ~~Consists of premiums paid on behalf of the NEO for supplemental disability insurance.~~
~~(d)~~: ~~Consists of relocation related expenses, including tax gross-up payments related to such expenses, in connection with his relocation to Colorado.~~
~~(e)~~: In fiscal 2014, our NEOs were entitled to participate in our Perquisite Fund Program, under which certain of the Company's executive officers receive an annual allowance based on executive level to be used at the Company's resorts. For fiscal 2014, annual allowances for NEOs were as follows: CEO—$70,000; President—$40,000; and Executive Vice President—$30,000. Executives may draw against the account to pay for services or goods at the market rate. Amounts of the fund used by the NEO are taxed as ordinary income, like other compensation. The amounts reported include the amounts used by the NEO towards lodging, ski school privileges and discretionary spending on services or goods at our properties for personal use. In accordance with SEC rules, the value of these benefits is measured on the basis of the estimated aggregate incremental cost to the Company for providing these benefits, and perquisites and personal benefits are not reported for any NEO for whom such amounts were less than $10,000 in the aggregate for the fiscal year. In fiscal 2014, the Company also provided to each NEO benefits relating to the use of one or more of our private clubs, for which the Company incurred no incremental costs. NEOs are responsible for the payment of their individual, non-business related expenditures incurred at such clubs, although these expenses would qualify for reimbursement under the Perquisite Fund Program if within the NEO's allowance under that program.



Name	Fiscal Year	Company Contributions Under 401(k) Savings Plan ($)^(a)	Company-paid Supplemental Life Insurance Premiums ($)^(b)	Company-paid Supplemental Disability Insurance Premiums ($)^(c)	Company-paid Lodging, Ski School Privileges and Discretionary Spending on Goods and Services ($)^(d)	Total ($)
Robert A. Katz	2016	7,950	7,014	1,824	11,220	28,008
Michael Z. Barkin	2016	6,762	619	1,471	—	8,852
Patricia A. Campbell	2016	7,403	619	4,905	—	12,927
Kirsten A. Lynch	2016	8,153	619	2,080	—	10,852
David T. Shapiro	2016	—	619	1,974	10,470	13,063

~~(6)~~: Mr. Katz's MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period. The amount shown in the "Stock Awards" column includes $262,988, $255,249 and $155,920, which represent the aggregate grant date fair value of RSUs, based on the 3,149, 3,802, and 2,965 RSUs granted on September 23, 2014, September 26, 2013 and September 21, 2012, respectively, for 50% payment of Mr. Katz's total MIP award. The amounts reported in the "Non-Equity Incentive Plan Compensation" column for fiscal 2014, 2013 and 2012 reflect only the cash amount paid to Mr. Katz for 50% of Mr. Katz's total MIP award for such fiscal year.


(a)	Consists of Company contributions to the NEO’s accounts in the Company’s tax-qualified 401(k) plan.

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(b)	Consists of premiums paid on behalf of the NEO for supplemental life insurance.


(c)	Consists of premiums paid on behalf of the NEO for supplemental disability insurance.

(d)

In fiscal 2016, our NEOs were entitled to participate in our Perquisite Fund Program, under which certain of the Company’s officers receive an annual allowance based on officer level to be used at the Company’s resorts. For fiscal 2016, annual allowances for NEOs were as follows: CEO—$70,000; President—$40,000; and Executive Vice President—$30,000. Executives may draw against the account to pay for services or goods at the market rate. Amounts of the fund used by the NEO are taxed as ordinary income, like other compensation. The amounts reported include the amounts used by the NEO towards lodging, ski school privileges and discretionary spending on services or goods at our properties for personal use. In accordance with SEC rules, the value of these benefits is measured on the basis of the estimated aggregate incremental cost to the Company for providing these benefits, and perquisites and personal benefits are not reported for any NEO for whom such amounts were less than $10,000 in the aggregate for the fiscal year. In fiscal 2016, the Company also provided to each NEO benefits relating to the use of one or more of our private clubs, for which the Company incurred no incremental costs. NEOs are responsible for the payment of their individual, non-business related expenditures incurred at such clubs, although these expenses would qualify for reimbursement under the Perquisite Fund Program if within the NEO’s allowance under that program.

(6)

The amount shown in the “Stock Awards” column for fiscal 2016 includes $671,613 for 50% payment of Mr. Katz’s total MIP award and $1,956,594 as part of his long-term equity incentive award, which represent the aggregate grant date fair value of RSUs, based on the 4,379 and 19,203 RSUs granted on September 23, 2016 and September 25, 2015, respectively. Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period.


(7)	The amount shown in the “Stock Awards” column for fiscal 2015 includes $341,332 for 50% payment of Mr. Katz’s total MIP award and $1,890,381 as part of his long-term equity incentive award, which represent the aggregate grant date fair value of RSUs, based on the 3,350 and 22,642 RSUs granted on September 25, 2015 and September 23, 2014, respectively.


(8)	The amount shown in the “Stock Awards” column for fiscal 2014 includes $262,910 for 50% payment of Mr. Katz’s total MIP award, which represents the aggregate grant date fair value of RSUs, based on the 3,149 granted on September 23, 2014.


(9)	Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period. The amounts reported in the “Non-Equity Incentive Plan Compensation” column for fiscal 2016, 2015 and 2014 reflect only the cash amount paid to Mr. Katz for 50% of Mr. Katz’s total MIP award for the applicable fiscal year.


(10)	Ms. Campbell was appointed as President - Mountain Division of the Company effective August 1, 2015.


(11)	Mr. Shapiro joined the Company and was appointed as Executive Vice President, General Counsel and Secretary effective July 13, 2015.


(12)	Represents a cash sign-on bonus upon joining the Company on July 13, 2015.

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GRANTS OF PLAN-BASED AWARDS IN FISCAL ~~2014~~

2016

The following table shows certain information regarding grants of plan-based awards to the ~~named executive officers~~NEOs during fiscal ~~2014:~~

2016:


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾				All Other Stock Awards: Number of Shares of		All Other Option/SAR Awards: Number of Securities Underlying	Exercise or Base Price of Option/ SAR	Grant Date Fair Value of Stock and Option		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			All Other Stock Awards: Number of Shares of Stock or Units(#)		All Other Option/SAR Awards: Number of Securities Underlying Options/SARs (#)⁽⁵⁾		Exercise or Base Price of Option/ SAR Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards($)⁽⁶⁾
Name	Grant Date		Threshold ($)⁽²⁾	Target ($)⁽³⁾	Maximum ($)⁽⁴⁾	Stock or Units(#)⁽⁵⁾		Options/SARs (#)⁽⁶⁾	Awards ($/Sh)	Awards ($)⁽⁷⁾	Grant Date	Threshold ($)⁽²⁾	Target ($)⁽³⁾	Maximum ($)⁽⁴⁾					Exercise or Base Price of Option/ SAR Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards($)⁽⁶⁾
Robert A. Katz												5,458	873,254	1,724,676		—		—		—		—
											9/25/2015				3,350	⁽⁷⁾			n/a		341,332

Robert A. Katz			31,279	823,125	1,584,516	—		—	—	—
	09/26/13					3,802			n/a	262,988	9/25/2015				19,203	⁽⁷⁾			n/a		1,956,594
	09/26/13							81,340	68.98	1,992,016	9/25/2015						18,527		107.42		672,715
	09/26/13							81,340	86.23	1,660,963	9/25/2015						42,385		134.28		1,283,842
Michael Z. Barkin			4,432	166,634	417,000	—		—	—	—		1,758	200,850	515,683	—		—		—		—
	09/26/13					1,542			n/a	103,552	9/25/2015				1,401	⁽⁷⁾			n/a		142,748
	09/26/13							14,156	68.98	346,673	9/25/2015				490	⁽⁷⁾			n/a		49,926
Blaise T. Carrig			6,641	249,647	624,742	—		—	—	—
											9/25/2015						13,169		107.42		478,166
Patricia A. Campbell												1,707	195,000	500,663	—		—		—		—
											8/1/2015				3,954	⁽⁸⁾			n/a		399,947
	09/26/13					2,619			n/a	175,853	9/25/2015				1,354	⁽⁷⁾			n/a		137,959
	09/26/13					7,561	⁽⁸⁾		n/a	500,000	9/25/2015				490	⁽⁷⁾			n/a		49,926
	09/26/13							24,735	68.98	605,711	9/25/2015						12,723		107.42		461,972
Kirsten A. Lynch			4,499	169,126	423,238	—		—	—	—		1,758	200,850	515,683	—		—		—		—
	09/26/13					1,500			n/a	100,719	9/25/2015				4,045	⁽⁸⁾			n/a		400,010
	09/26/13							14,166	68.98	346,920	9/25/2015				1,401	⁽⁷⁾			n/a		142,748
Randall E. Mehrberg			3,015	113,333	283,617	—		—	—	—
											9/25/2015				490	⁽⁷⁾			n/a		49,926
											9/25/2015						13,169		107.42		478,166
David T. Shapiro												1,645	187,969	482,611	—		—		—		—
	12/02/13					1,191			n/a	86,293	8/1/2015				4,943	⁽⁸⁾			n/a		499,984
	12/02/13					9,800	⁽⁸⁾		n/a	700,000	8/1/2015				162	⁽⁷⁾			n/a		16,872
	12/02/13							10,955	74.28	288,894	8/1/2015						1,539		109.69		58,236
											9/25/2015				1,028	⁽⁷⁾			n/a		104,743
											9/25/2015				490	⁽⁷⁾			n/a		49,926
											9/25/2015						9,940		107.42		360,921


(1)		The estimated possible payouts are based on the parameters applicable to each NEO at the time the Compensation Committee established the relevant performance goals in writing at the beginning of fiscal ~~2014,~~2016, as more fully described in the CD&A section of this proxy statement. The actual earned and subsequently paid amounts are reported in the Summary Compensation Table under the ~~"Non-Equity~~“Non-Equity Incentive Plan ~~Compensation"~~Compensation” column.


(2)		The Threshold amount is based on the ~~MIP's~~MIP’s minimum target funding level based upon the minimum achievement of VRDC Performance Goals and no achievement of Resort EBITDA targets for fiscal ~~2014,~~2016, with the resulting funding applied to the ~~NEO's~~NEO’s target percentage of base salary and then paid out at the 70% threshold level for individual performance (other than for Mr. Katz, whose MIP award is tied entirely to corporate performance and payout is 50% cash and 50% RSUs that vest over three years).


(3)		The Target amount is based on the ~~MIP's~~MIP’s target funding level of 100% upon achievement by the Company of 100% of certain Resort EBITDA targets and VRDC Performance Goals for fiscal ~~2014,~~2016, with the resulting funding applied to the ~~NEO's~~NEO’s target percentage of base salary and then paid out at the 100% target level for individual performance (other than for Mr. Katz, whose MIP award is tied entirely to corporate performance and payout is 50% cash and 50% RSUs that vest over three years).


(4)		The Maximum amount is based on the ~~MIP's~~MIP’s maximum funding level of 200% upon achievement by the Company of at least 120% of certain Resort EBITDA targets and maximum achievement of the VRDC Performance Goals for fiscal ~~2014,~~2016, with the resulting funding applied to the ~~NEO's~~NEO’s target percentage of base salary and then paid out at the 130% maximum level for individual performance (other than for Mr. Katz, whose MIP award is tied entirely to corporate performance and payout is 50% cash and 50% RSUs that vest over three years).

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(5)		Represents RSUs that, except as set forth in footnote 8 below, vest in three equal annual installments beginning on the first anniversary of the date of grant. The grants were made pursuant to the 2002 Plan.

~~Table of Contents~~


~~(6)~~		Represents SARs that vest in three equal annual installments beginning on the first anniversary of the date of grant. The exercise price of each SAR is equal to the closing price of our common stock on the date of grant, except in the case of ~~50%~~66% of the SARs award value granted to Mr. Katz on September ~~26, 2013,~~25, 2015, for which the exercise price was 125% of the closing price of our common stock on the date of grant. Upon the exercise of a SAR, the actual number of shares the Company will issue to the NEO is equal the quotient of (i) the product of (x) the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by (y) the number of SARs exercised, divided by (ii) the per share fair market value of our common stock on the date of exercise, less any shares withheld to cover payment of applicable tax withholding obligations. The grants were made pursuant to the 2002 Plan.


(6)
~~(7)~~		The amounts shown represent the aggregate fair value of the award calculated as of the grant date in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in note 16 to our audited financial statements for fiscal ~~2014,~~2016, which are included in our Annual Report on Form 10-K for fiscal ~~2014~~2016 filed with the SEC on September ~~24, 2014.~~26, 2016.


(7)
~~(8)~~		~~These awards cliff~~Represents RSUs that vest in ~~full~~three equal annual installments beginning on the ~~third~~first anniversary of the date of grant. The grants were made pursuant to the 2002 Plan. In the case of Mr. Katz, the number of shares includes 3,350 RSUs for 50% payment of Mr. Katz’s total MIP award for fiscal 2015 and 19,203 RSUs as part of his long-term equity incentive award for fiscal 2016.


(8)	Represent RSUs that cliff vest three years after the date of grant. The grants were made pursuant to the 2002 Plan.

EMPLOYMENT AGREEMENTS

The Company has ~~entered into~~an employment ~~agreements~~agreement with ~~Messrs.~~Mr. Katz, ~~and Carrig, both of~~ which ~~were~~was approved by the Compensation Committee. ~~The Company's~~No other ~~NEOs do not have~~NEO has an employment ~~agreements~~agreement with the Company.

Robert A. Katz, Chairman and Chief Executive Officer

The Company entered into an employment agreement with Mr. Katz on October 15, 2008, as amended on September 30, 2011 and April 11, 2013. The employment agreement had an initial term through October 15, 2011, and provides for automatic renewal for successive one year periods if neither party provides written notice of non-renewal to the other party not less than 60 days prior to the then-current scheduled expiration date. Under the employment agreement, the initial base salary was set at $843,500, 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. As part of the Company-wide wage reduction plan effective April 2, 2009, Mr. Katz waived this requirement and did not take any salary for a twelve month period. Effective April 1, 2010, Mr. ~~Katz's~~Katz’s salary was reinstated at 85% of his prior pre-wage reduction salary. Pursuant to the employment agreement, Mr. Katz also participates in the ~~Company's~~Company’s MIP, as more fully described in the CD&A. Under the employment agreement, if the Company achieves specified performance targets for the year under the MIP, Mr. ~~Katz's "target opportunity"~~Katz’s “target opportunity” will be no less than 100% of his base salary. The employment agreement provides that Mr. ~~Katz's~~Katz’s MIP award is to be paid 50% in cash and 50% in RSUs that vest annually over a three year period. Mr. Katz also receives other benefits and perquisites on the same terms as afforded to senior executives generally, including customary health, disability and insurance benefits, certain membership benefits at the ~~Company's~~Company’s private clubs and participation in the Perquisite Fund Program.

The employment agreement also provides for certain payments in connection with the termination (including constructive termination) of Mr. Katz under certain circumstances, as more fully described under the heading ~~"Potential~~“Potential Payments Upon Termination or Change in ~~Control"~~Control” below. The September 2011 amendment eliminated his rights to (i) receive cash severance benefits upon his voluntary resignation within six months following a change in ~~control;~~control, and (ii) to be eligible to receive tax gross-up payments on severance and other benefits payable in connection with a change in control. The April 2013 amendment eliminated his rights to paid time off in connection with the ~~Company's~~Company’s adoption of a flexible time off policy.

Mr. ~~Katz's~~Katz’s employment agreement contains standard provisions for non-competition and non-solicitation of the ~~Company's~~Company’s managerial employees that become effective as of the date of Mr. ~~Katz's~~Katz’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~~Company’s confidential information.

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~~Blaise T. Carrig, President—Mountain Division~~

Vail Holdings, Inc., a wholly-owned subsidiary of the Company, entered into an employment agreement with Blaise T. Carrig on October 15, 2008, as amended on April 11, 2013. The agreement had an initial term through October 15, 2011 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. Under the employment agreement, the initial base salary was set at $365,000, 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. As part of the Company-wide wage reduction plan effective April 2, 2009, Mr. Carrig waived this requirement and accepted a salary reduction of 10%. In addition, the employment agreement provides that Mr. Carrig's base salary would increase to $385,000 effective August 1, 2009; however, consistent with the waiver noted above, this new salary took effect on such date at a 10% reduced level. Pursuant to the employment agreement, Mr. Carrig also participates in the Company's MIP, as more fully described in the CD&A. Under the employment agreement, if the Company achieves specified performance targets for the year under the MIP, Mr. Carrig's "target opportunity" will be no less than 50% of his base salary. Mr. Carrig also receives other benefits and perquisites on the same terms as afforded to senior executives generally, including customary health, disability and insurance benefits, certain membership benefits at the Company's private clubs and participation in the Perquisite Fund Program.

The employment agreement also provides for certain payments in connection with the termination (including constructive termination) of Mr. Carrig under certain circumstances, as more fully described under the heading "Potential Payments Upon Termination or Change in Control" below. The April 2013 amendment eliminated his rights to paid time off in connection with the Company's adoption of a flexible time off policy.

Mr. Carrig's employment agreement contains standard provisions for non-competition and non-solicitation of the Company's managerial employees that become effective as of the date of Mr. Carrig's termination of employment and that continue for one year thereafter. Mr. Carrig is also subject to a permanent covenant to maintain confidentiality of the Company's confidential information.

~~Table of Contents~~

OUTSTANDING EQUITY AWARDS AT FISCAL ~~2014~~2016 YEAR-END

The following table shows certain information regarding outstanding equity awards held by the ~~named executive officers~~NEOs as of July 31, ~~2014:~~

2016:

Option Awards

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Options/SARs
Exercisable (#)⁽¹⁾

Number of
Securities
Underlying
Unexercised
Options/SARs
Unexercisable (#)⁽¹⁾⁽²⁾

Option/SAR
Exercise
Price ($)⁽³⁾

Option/SAR
Expiration
Date

Number of Shares
or Units of Stock
That Have
Not Vested (#)⁽⁴⁾⁽⁵⁾

Market Value of
Shares or Units
of Stock That
Have
Not Vested ($)⁽⁶⁾

Robert A. Katz
15,000 (options ) 18.73 9/28/14
300,000 (SARs ) 31.69 2/28/16
72,428 (SARs ) 60.05 9/25/17
113,871 (SARs ) 40.09 9/23/18
521,262 (SARs ) 18.88 3/01/19
123,539 (SARs ) 35.84 9/22/19
108,344 (SARs ) 37.20 9/21/20
94,923 (SARs ) 47,461 (SARs) 39.65 9/20/21
94,923 (SARs ) 47,461 (SARs) 49.56 9/20/21
33,528 (SARs ) 67,055 (SARs) 54.07 9/21/22
33,528 (SARs ) 67,055 (SARs) 67.59 9/21/22
81,340 (SARs) 68.98 9/26/23
81,340 (SARs) 86.23 9/26/23
3,481 262,816
1,976 149,188
3,802 287,051
Michael Z. Barkin
971 (SARs ) 486 (SARs) 50.11 7/30/22
2,631 (SARs ) 5,260 (SARs) 54.07 9/21/22
1,217 (SARs ) 2,434 (SARs) 60.67 4/08/23
14,156 (SARs) 68.98 9/26/23
571 43,111
556 41,978
244 18,422
8,592 648,696
1,542 116,421
Blaise T. Carrig
5,000 (options ) 28.08 9/30/15
4,885 (SARs ) 16.51 3/10/19
20,507 (SARs ) 35.84 9/22/19
21,110 (SARs ) 37.20 9/21/20
10,117 (SARs ) 10,117 (SARs) 39.65 9/20/21
3,901 (SARs ) 1,950 (SARs) 41.43 4/15/22
10,597 (SARs ) 21,194 (SARs) 54.07 9/21/22
24,735 (SARs) 68.98 9/26/23
769 58,060
199 15,025
1,858 140,279
2,619 197,735
7,561 570,856
Kirsten A. Lynch
2,800 (SARs ) 46.75 7/5/21
12,699 (SARs ) 6,349 (SARs) 39.65 9/20/21
4,533(SARs ) 9,066 (SARs) 54.07 9/21/22
14,166 (SARs) 68.98 9/26/23
643 48,547
958 72,329
7,717 582,634
1,500 113,250
Randall E. Mehrberg
10,955 (SARs) 74.28 12/2/23
1,191 89,921
9,800 739,900

~~(1)~~: Represents exercisable or unexercisable stock options and SARs that unless otherwise specifically noted in footnote 2 below, generally vest in three equal annual installments beginning on the first anniversary of the date of grant. Upon the exercise of a SAR, the actual number of shares the Company will issue to the NEO is equal the quotient of (i) the product of (x) the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by (y) the number of SARs exercised, divided by (ii) the per share fair market value of our common stock on the date of exercise, less any shares withheld to cover payment of applicable tax withholding obligations.



	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options/SARs Exercisable (#)⁽¹⁾	Number of Securities Underlying Unexercised Options/SARs Unexercisable (#)⁽¹⁾⁽²⁾	Option/SAR Exercise Price ($)⁽³⁾	Option/SAR Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽⁴⁾⁽⁵⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽⁶⁾
Robert A. Katz	72,428 (SARs)		60.05	9/25/2017
	113,871 (SARs)		40.09	9/23/2018
	521,262 (SARs)		18.88	3/1/2019
	123,539 (SARs)		35.84	9/22/2019
	108,344 (SARs)		37.20	9/21/2020
	142,384 (SARs)		39.65	9/20/2021
	142,384 (SARs)		49.56	9/20/2021
	100,583 (SARs)		54.07	9/21/2022
	100,583 (SARs)		67.59	9/21/2022
	54,227 (SARs)	27,113 (SARs)	68.98	9/26/2023
	54,227 (SARs)	27,113 (SARs)	86.23	9/26/2023
	7,204 (SARs)	14,407 (SARs)	87.18	9/23/2024
	16,355 (SARs)	32,708 (SARs)	108.98	9/23/2024
		18,527 (SARs)	107.42	9/25/2025
		42,385 (SARs)	134.28	9/25/2025
					1,267	181,270
					2,099	300,304
					15,094	2,159,499
					19,203	2,747,373
					3,350	479,285
Michael Z. Barkin	1,457 (SARs)		50.11	7/30/2022
	7,891 (SARs)		54.07	9/21/2022
	3,651 (SARs)		60.67	4/8/2023
	9,437 (SARs)	4,719 (SARs)	68.98	9/26/2023
	5,120 (SARs)	10,240 (SARs)	87.18	9/23/2024
		13,169 (SARs)	107.42	9/25/2025
					514	73,538
					1,101	157,520
					398	56,942
					1,401	200,441
					490	70,104

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~~(2)~~: ~~The grant dates and vesting dates of each unexercisable SAR award as of July 31, 2014 are as follows:~~



	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options/SARs Exercisable (#)⁽¹⁾	Number of Securities Underlying Unexercised Options/SARs Unexercisable (#)⁽¹⁾⁽²⁾	Option/SAR Exercise Price ($)⁽³⁾	Option/SAR Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽⁴⁾⁽⁵⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽⁶⁾
Patricia A. Campbell	8,075 (SARs)		40.22	11/6/2016
	5,798 (SARs)		60.05	9/25/2017
	12,604 (SARs)		40.09	9/23/2018
	3,299 (SARs)		16.51	3/10/2019
	13,674 (SARs)		35.84	9/22/2019
	14,077 (SARs)		37.20	9/21/2020
	15,188 (SARs)		39.65	9/20/2021
	1,755 (SARs)		41.43	4/15/2022
	10,843 (SARs)		54.07	9/21/2022
	7,335 (SARs)	3,667 (SARs)	68.98	9/26/2023
	3,091 (SARs)	6,180 (SARs)	87.18	9/23/2024
		12,723 (SARs)	107.42	9/25/2025
					388	55,511
					4,536	648,966
					646	92,423
					398	56,942
					3,954	565,699
					1,354	193,717
					490	70,104
Kirsten A. Lynch	2,800 (SARs)		46.75	7/5/2021
	19,048 (SARs)		39.65	9/20/2021
	13,599 (SARs)		54.07	9/21/2022
	9,444 (SARs)	4,722 (SARs)	68.98	9/26/2023
	5,120 (SARs)	10,240 (SARs)	87.18	9/23/2024
		13,169 (SARs)	107.42	9/25/2025
					500	71,535
					1,101	157,520
					398	56,942
					1,401	200,441
					490	70,104
					4,045	578,718
David T. Shapiro		1,539 (SARs)	109.69	8/1/2025
		9,940 (SARs)	107.42	9/25/2025
					162	23,177
					4,943	707,195
					1,028	147,076
					490	70,104

(1)

Represents exercisable or unexercisable SARs that vest in three equal annual installments beginning on the first anniversary of the date of grant. Upon the exercise of a SAR, the actual number of shares the Company will issue to the NEO is equal to the quotient of (i) the product of (x) the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by (y) the number of SARs exercised, divided by (ii) the per share fair market value of our common stock on the date of exercise, less any shares withheld to cover payment of applicable tax withholding obligations.


(2)	The grant dates and vesting dates of each unexercisable SAR award as of July 31, 2016 are as follows:

Table of Contents



		Number of Unexercisable SARs			Grant Date		Vesting Schedule of Original Total Grant		Vesting Date (date award is vested in full)
Robert A. Katz		27,113	~~47,461~~		~~September 20, 2011~~		~~Equal annual installments over a three-year period beginning on anniversary of the date of grant.~~		~~September 20, 2014~~
				~~47,461~~		~~September 20, 2011~~		~~Equal annual installments over a three-year period beginning on anniversary of the date of grant.~~		~~September 20, 2014~~
				~~67,055~~		~~September 21, 2012~~		~~Equal annual installments over a three-year period beginning on anniversary of the date of grant.~~		~~September 21, 2015~~
				~~67,055~~		~~September 21, 2012~~		~~Equal annual installments over a three-year period beginning on anniversary of the date of grant.~~		~~September 21, 2015~~
				~~81,340~~		September 26, 2013		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September 26, 2016
		27,113		~~81,340~~		September 26, 2013		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September 26, 2016
~~Michael Z. Barkin~~	14,407		~~486~~		~~July 30, 2012~~		~~Equal annual installments over a three-year period beginning on anniversary of the date of grant.~~		~~July 30, 2015~~
			~~5,260~~		September ~~21, 2012~~23, 2014		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September ~~21, 2015~~23, 2017
	32,708				~~2,434~~		~~April 8, 2013~~September 23, 2014		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		~~April 8, 2016~~September 23, 2017
	18,527			September 25, 2015	~~14,156~~	Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September 25, 2018
	42,385			September 25, 2015		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September 25, 2018
Michael Z. Barkin		4,719			September 26, 2013		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September 26, 2016
	~~Blaise T. Carrig~~	10,240		~~10,117~~		September ~~20, 2011~~23, 2014		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September ~~20, 2014~~23, 2017
		13,169		~~1,950~~		~~April 15, 2012~~		~~Equal annual installments over a three-year period beginning on anniversary of the date of grant.~~		~~April 15, 2015~~
			~~21,194~~		September ~~21, 2012~~25, 2015		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September ~~21, 2015~~25, 2018
Patricia A. Campbell		3,667	~~24,735~~		September 26, 2013		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September 26, 2016
	~~Kirsten A. Lynch~~	6,180		~~6,349~~		September ~~20, 2011~~23, 2014		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September ~~20, 2014~~23, 2017
		12,723		~~9,066~~		September ~~21, 2012~~25, 2015		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September ~~21, 2015~~25, 2018
Kirsten A. Lynch		4,722	~~14,166~~		September 26, 2013		Equal annual installments over a three-year period beginning on anniversary of the date of grant.		September 26, 2016
	~~Randall E. Mehrberg~~	10,240		~~10,955~~		~~December 2, 2013~~		~~Equal annual installments over a three-year period beginning on anniversary of the date of grant.~~		~~December 2, 2016~~

~~(3)~~: The exercise price of each stock option and SAR is equal to the closing price of our common stock on the date of grant, except for the performance-based SARs granted to Mr. Katz with exercise prices of $49.56, $67.59 and $86.23 which are equal to 125% of the closing price of our common stock on the date of grant.
~~(4)~~: ~~Represents unvested RSUs that, unless otherwise specifically noted in footnote 5 below, generally vest in three equal annual installments beginning on the first anniversary of the date of grant.~~

~~Table of Contents~~

~~(5)~~: ~~The grant dates and vesting dates of RSUs that have not vested as of July 31, 2014 are as follows:~~


		~~Number of~~ ~~Unvested~~ ~~RSUs~~		~~Grant Date~~	~~Vesting Schedule of~~ ~~Original Total Grant~~	~~ Vesting Date~~ ~~(date award is~~ ~~vested in full)~~
~~Robert A. Katz~~			~~3,481~~	September ~~20, 2011~~23, 2014	Equal annual installments over a three-year period beginning on anniversary of the date of grant.	September ~~20, 2014~~23, 2017
	13,169		~~1,976~~	September ~~21, 2012~~25, 2015	Equal annual installments over a three-year period beginning on anniversary of the date of grant.	September ~~21, 2015~~25, 2018
David T. Shapiro		1,539		August 1, 2015	Equal annual installments over a three-year period beginning on anniversary of the date of grant.	August 1, 2018
		~~3,802~~9,940		September 25, 2015	Equal annual installments over a three-year period beginning on anniversary of the date of grant.	September 25, 2018


(3)	The exercise price of each SAR is equal to the closing price of our common stock on the date of grant, except for the performance-based SARs granted to Mr. Katz with exercise prices of $67.59, $86.23, $108.98 and $134.28, which are equal to 125% of the closing price of our common stock on the date of grant.


(4)	Represents unvested RSUs that, unless otherwise specifically noted in footnote 5 below, vest in three equal annual installments beginning on the first anniversary of the date of grant.


(5)	The grant dates and vesting dates of RSUs that have not vested as of July 31, 2016 are as follows:

Table of Contents

Number of

Unvested RSUs

Grant Date

Vesting Schedule of

Original Total Grant

Vesting Date

(date award is

vested in full)

Robert A. Katz

1,267

September 26, 2013

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September 26, 2016

~~Michael Z. Barkin~~

17,193

~~571~~

~~July 30, 2012~~

~~Equal annual installments over a three-year period beginning on anniversary of the date of grant.~~

~~July 30, 2015~~

~~556~~

September ~~21, 2012~~23, 2014

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September ~~21, 2015~~23, 2017

22,553

~~244~~

~~April 8, 2013~~September 25, 2015

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

~~April 8, 2016~~September 25, 2018

Michael Z. Barkin

514

~~8,592~~

~~April 8, 2013~~

~~Cliff vest in full on the third anniversary of the date of grant.~~

~~April 8, 2016~~

~~1,542~~

September 26, 2013

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September 26, 2016

~~Blaise T. Carrig~~

1,499

~~769~~

September ~~20, 2011~~23, 2014

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September ~~20, 2014~~23, 2017

1,891

~~199~~

~~April 15, 2012~~

~~Equal annual installments over a three-year period beginning on anniversary of the date of grant.~~

~~April 15, 2015~~

~~1,858~~

September ~~21, 2012~~25, 2015

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September ~~21, 2015~~25, 2018

Patricia A. Campbell

388

~~2,619~~

September 26, 2013

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September 26, 2016

4,536

~~7,561~~

September 26, 2013

Cliff vest in full on the third anniversary of the date of grant.

September 26, 2016

~~Kirsten A. Lynch~~

1,044

~~643~~

September ~~20, 2011~~23, 2014

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September ~~20, 2014~~23, 2017

3,954

August 1, 2015

Cliff vest in full on the third anniversary of the date of grant.

August 1, 2018

~~958~~1,844

September ~~21, 2012~~25, 2015

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September ~~21, 2015~~25, 2018

Kirsten A. Lynch

500

~~7,717~~

~~September 21, 2012~~

~~Cliff vest in full on the third anniversary of the date of grant.~~

~~September 21, 2015~~

~~1,500~~

September 26, 2013

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September 26, 2016

~~Randall E. Mehrberg~~

1,499

~~1,191~~

~~December 2, 2013~~September 23, 2014

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

~~December 2, 2016~~September 23, 2017

1,891

~~9,800~~September 25, 2015

~~December 2, 2013~~Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September 25, 2018

4,045

September 25, 2015

Cliff vest in full on the third anniversary of the date of grant.

~~December 2, 2016~~September 25, 2018

David T. Shapiro

162

August 1, 2015

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

August 1, 2018

4,943

August 1, 2015

Cliff vest in full on the third anniversary of the date of grant.

August 1, 2018

1,518

September 25, 2015

Equal annual installments over a three-year period beginning on anniversary of the date of grant.

September 25, 2018

~~(6)~~: ~~The fair market value of these unvested RSU awards was determined based on the last reported closing price of our common stock of $75.50 per share on July 31, 2014, multiplied by the number of units.~~


⁽⁶⁾	The fair market value of these unvested RSU awards was determined based on the closing price of our common stock of $143.07 per share on July 31, 2016, multiplied by the number of units.

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O~~PTION~~ E~~XERCISES~~

OPTION EXERCISES AND S~~TOCK~~ V~~ESTED~~ STOCK VESTED IN F~~ISCAL2014~~

FISCAL 2016

The following table shows for fiscal ~~2014~~2016 certain information regarding ~~option~~SAR exercises and stock vested during the last fiscal year with respect to the ~~named executive officers:~~

NEOs:


	Option Awards				Stock Awards

									Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise(#)⁽¹⁾		Value Realized on Exercise ($)⁽²⁾		Number of Shares Acquired on Vesting(#)⁽¹⁾		Value Realized on Vesting ($)⁽³⁾		Number of Shares Acquired on Exercise(#)⁽¹⁾	Value Realized on Exercise ($)⁽²⁾	Number of Shares Acquired on Vesting(#)⁽¹⁾	Value Realized on Vesting ($)⁽³⁾
Robert A. Katz		5,000		276,750		7,827		541,315	—	—	10,853	1,154,064
Michael Z. Barkin		—		—		971		71,291	—	—	10,257	1,284,781
Blaise T. Carrig		12,500		542,597		10,717		740,400
Patricia A. Campbell									—	—	1,293	138,407
Kirsten A. Lynch		—		—		1,221		85,406	—	—	9,447	1,019,527
Randall E. Mehrberg		—		—		—		—
David T. Shapiro									—	—	—	—

~~(1)~~


(1)	Represents the aggregate number of shares acquired on vesting or exercise, as applicable. The amounts shown do not reflect amounts withheld by the Company to satisfy tax withholding requirements or to satisfy the exercise price.


(2)	The aggregate dollar value realized upon the exercise of options/SARs was computed by multiplying the difference between the closing price of the Company’s common stock on the exercise date and the exercise price for the award by the number of awards exercised.


(3)	The aggregate dollar value realized on the vesting of RSUs was computed by multiplying the closing price of the Company’s common stock on the vesting date by the number of shares vested.

Table of ~~shares acquired on vesting or exercise, as applicable. The amounts shown do not reflect amounts withheld by the Company to satisfy tax withholding requirements or to satisfy the exercise price.~~Contents

~~(2)~~

The aggregate dollar value realized upon the exercise of options/SARs was computed by multiplying the difference between the closing price of the Company's common stock on the exercise date and the exercise price for the award by the number of awards exercised.

~~(3)~~

~~The aggregate dollar value realized on the vesting of RSUs was computed by multiplying the closing price of the Company's common stock on the vesting date by the number of shares vested.~~

PENSION

PBENEFITS~~ENSION~~ B~~ENEFITS~~

The Company does not provide pension benefits or a defined contribution plan to the ~~named executive officers~~NEOs other than the ~~Company's~~Company’s tax-qualified 401(k) plan.

NONQUALIFIED

NDEFERRED~~ONQUALIFIED~~ D~~EFERRED~~ C~~OMPENSATION~~COMPENSATION FOR FFISCAL 2016~~ISCAL~~ ~~2014~~

The following table shows for fiscal ~~2014~~2016 certain information regarding nonqualified deferred compensation benefits for the ~~named executive officers:~~

NEOs:


Name	Executive Contributions in Last FY($)⁽¹⁾	Registrant Contributions in Last FY($)	Aggregate Earnings in Last FY($)⁽²⁾	Aggregate Withdrawals/ Distributions($)	Aggregate Balance at Last FYE($)	Executive Contributions in Last FY($)⁽¹⁾	Registrant Contributions in Last FY($)	Aggregate Earnings in Last FY($)⁽²⁾	Aggregate Withdrawals/ Distributions($)	Aggregate Balance at Last FYE($)⁽³⁾
Robert A. Katz	—	—	—	—	—	—	—	—	—	—
Michael Z. Barkin	—	—	—	—	—	—	—	—	—	—
Blaise T. Carrig	24,005	—	1,689	—	194,748
Patricia A. Campbell						—	—	216	—	4,541
Kirsten A. Lynch	—	—	—	—	—	—	—	—	—	—
Randall E. Mehrberg	—	—	—	—	—
David T. Shapiro						—	—	—	—	—

~~(1)~~: ~~Represents amount deferred, which is reported as compensation to the named executive officer in the Summary Compensation Table.~~
~~(2)~~: ~~None of the amounts set forth are reported in the Summary Compensation Table because above-market or preferential earnings are not available under the plan.~~


(1)	Represents amount deferred during fiscal 2016, if any, which is reported as compensation to the NEO in the Summary Compensation Table. Although no amounts were deferred during fiscal 2016 for any NEO, Ms. Campbell made contributions prior to fiscal 2016.


(2)	None of the amounts set forth are reported in the Summary Compensation Table because above-market or preferential earnings are not available under the plan.


(3)	This amount reflects actual amounts reported and does not include accumulated earnings or withdrawals or distributions.

On September 15, 2000, Vail Associates, Inc., an indirect wholly-owned subsidiary of the Company, which we refer to in this section of the proxy statement as the Employer, adopted a Deferred Compensation Plan, which we refer to as the Grandfathered Plan, for the benefit of a select group of management or highly compensated employees, or participants. The Grandfathered Plan is not tax

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qualified. Section 409A of the Internal Revenue Code, enacted as part of the American Jobs Creation Act of 2004, sets forth specific tax requirements related to nonqualified deferred compensation plans, including the Grandfathered Plan. Rules under Section 409A were effective for nonqualified deferrals of compensation after December 31, 2004. As a result, after December 31, 2004, no new contributions were accepted into the Grandfathered Plan.

Effective January 1, 2005, the Employer began operating a new nonqualified deferred compensation plan designed to comply with Section 409A, which we refer to as the Plan. The Plan provides for two classes of participants. Class 1 participants may contribute to the Plan up to 95% of their base pay and up to 95% of any Employer-paid bonus. Class 2 participants may defer only an amount of base pay equal to any 401(k) compliance test refund. Effective January 1, 2007, all participants became eligible to defer up to 80% of their base salary (including an amount of base pay equal to any 401(k) compliance test refund) and 100% of any Employer-paid bonus. Members of the Board may contribute up to 100% of their director fees. All contributions made by participants are 100% vested. The Employer may, on an annual basis, elect to make matching and/or discretionary employer contributions, although to date, the Employer has not made any such contributions. Matching and discretionary contributions vest as determined by the Employer or the ~~Plan's~~Plan’s administrative committee, which we refer to in this section of the proxy statement as the Plan Committee. The Employer or the Plan Committee may accelerate the vesting on matching and/or discretionary Employer contributions at any time, and accelerated vesting will generally occur automatically upon a change in control as defined in Section 409A.

Under the Plan, all contributions for a Plan year are allocated among the following two types of accounts at the election of the Participant: Separation from Service accounts and Scheduled Distribution accounts. Separation from Service accounts are generally payable in a lump sum or installments six months following the termination of a ~~Participant's~~Participant’s employment. Scheduled Distribution accounts are generally payable as a lump sum at a designated date at least three years from the year of deferral. Participants have limited rights to delay distributions from either type of account, provided that the election to delay a distribution (i) is made at least twelve months prior to the date the distribution would otherwise have been made, and (ii) delays the distribution for at least five years. All accounts are payable immediately upon the ~~Participant's~~Participant’s disability or death. Participants generally have the right to receive an early distribution from their accounts only upon an unforeseeable emergency. Participants have the right to designate hypothetical investments for their accounts, and their accounts are credited with gains or losses in accordance with the ~~Participants'~~Participants’ selections.

All contributions are placed in a rabbi trust which restricts the ~~Employer's~~Employer’s use of and access to the contributions. However, all money in the rabbi trust remains subject to the ~~Employer's~~Employer’s general creditors in the event of bankruptcy. The trustee, Wells

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Fargo Bank, N.A., is entitled to invest the trust fund in accordance with guidelines established by the Employer. Currently, all assets are invested in a Trust-Owned Life Insurance policy. To the extent that the funds in the trust are insufficient to pay Plan benefits, the Employer is required to fund the difference.

The Plan Committee is charged with responsibility to select certain mutual funds, insurance company separate accounts, indexed rates or other methods, which we refer to as Measurement Funds, for purposes of crediting or debiting additional amounts to ~~Participants'~~Participants’ account balances. Participants may elect one or more of these Measurement Funds for purposes of crediting or debiting additional amounts to his or her account balance. As necessary, the Plan Committee may discontinue, substitute or add a Measurement Fund. Each such action will take effect as of the first day of the first calendar quarter that begins at least thirty ~~(30)~~ days after the day on which the Plan Committee gives Participants advance written notice of such change. Participants can change their Measurement Fund allocations daily. The Measurement Funds are valued daily at their net asset values.

Using the weighted average return methodology, the rate of return for the Plan, as a weighted portfolio, for the prior twelve-month period ended July 31, ~~2014~~2016 was ~~7.92%~~1.86%. The rate of return of the

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S&P 500 for that same period was ~~16.94%~~5.61%. For this purpose, the weighted portfolio is a weighted average percentage allocation based on the Plan ~~sponsor's~~sponsor’s liability holdings for a given point in time, and the weighted average returns are calculated based on the weights assigned using the returns of the underlying funds. Actual account cash balances were not used in calculating this performance. In addition, account deposits, withdrawals, transfers, loans and death benefits, as well as the timing of any flows were not considered in this performance calculation. The Plan does not provide for the payment of interest based on above-market rates.

POTENTIAL

P~~OTENTIAL~~ P~~AYMENTS~~PAYMENTS UPON T~~ERMINATION~~TERMINATION OR CCHANGE-IN-CONTROL~~HANGE-IN-~~C~~ONTROL~~

The employment ~~agreements~~agreement with ~~Messrs.~~Mr. Katz and ~~Carrig and~~ the ~~Company's~~Company’s executive severance policy, which applies to Messrs. Barkin and ~~Mehrberg~~Shapiro and ~~Ms.~~Mmes. Campbell and Lynch, require us to provide certain compensation in the event of ~~a termination~~certain terminations of employment or upon a change in control of the Company. ~~Each of the~~The employment ~~agreements~~agreement with Mr. Katz and the executive severance policy provide that the Company may terminate the executive at any time with or without cause. However, if the ~~executive's~~executive’s employment is terminated without cause or terminated by the executive for good reason, then the executive shall be entitled, in exchange for a signed release, to receive compensation in the amounts and under the circumstances described below. In addition, the forms of equity award agreements used with all of our employees provide for the full acceleration of vesting of outstanding ~~stock options,~~ SARs, restricted stock and RSUs upon a change in control of the Company. In accordance with the employment ~~agreements for Messrs.~~agreement with Mr. Katz, ~~and Carrig,~~ if ~~the executive~~he breaches the post-employment non-competition or ~~non- solicitation~~non-solicitation covenants to which he is subject under his employment agreement, then ~~the executive~~he must promptly reimburse the Company for any severance payments received from, or payable by, the Company.

The amounts shown in the tables below are estimates of the value of the payments and benefits each of our ~~named executive officers~~NEOs would have been entitled to receive had a termination event and/or a change in control of the Company occurred, effective as of July 31, ~~2014.~~2016. The actual compensation to be paid to a ~~named executive officer~~NEO can only be determined at the time such ~~named executive officer's~~NEO’s employment is terminated and may vary based on factors such as the timing during the year of any such event, the ~~Company's~~Company’s stock price and any changes to our benefit arrangements and policies.

Robert A. Katz, Chairman and Chief Executive Officer

Mr. ~~Katz's~~Katz’s employment agreement provides that upon (i) the giving of notice of non-renewal of the agreement by the Company or termination of employment by the Company without cause or (ii) termination of employment by Mr. Katz for good reason (as defined in the employment agreement), Mr. Katz is entitled to receive certain benefits so(so long as he has executed a release in connection with his ~~termination,~~termination), including: (a) two years of then-current base salary payable in a lump ~~sum,~~sum; (b) a prorated MIP award (provided that performance targets are met) for the portion of the ~~Company's~~Company’s fiscal year through the effective date of the termination or non-renewal, payable in lump ~~sum,~~sum; (c) one ~~year's~~year of COBRA premiums for continuation of health and dental coverage, payable in a lump ~~sum,~~sum; and (d) full accelerated vesting of any RSUs, SARs or other equity awards held by Mr. Katz. If, within twelve months of the consummation of a change in control of the Company, (i) the Company terminates Mr. Katz without cause or gives notice of non-renewal of his agreement or (ii) Mr. Katz terminates his employment for good reason, Mr. Katz is entitled to receive so(so long as he has executed a release in connection with his ~~termination:~~termination): (a) two years of then-current base salary payable in a lump ~~sum,~~sum; (b) a prorated MIP award (provided that performance targets are met) for the portion of the ~~Company's~~Company’s fiscal year through the effective date of the termination or non-renewal, payable in lump ~~sum,~~sum; (c) an amount equal to the cash MIP award paid to Mr. Katz in the prior year, payable in lump ~~sum,~~sum; and (d) to the extent not already vested, full accelerated vesting of any RSUs, SARs or other equity awards held by Mr. Katz.

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The following table describes the estimated potential compensation to Mr. Katz upon termination or a change in control of the Company:

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Executive Benefits and Payments⁽¹⁾	Termination without Cause or Resignation for Good Reason		Change in Control		Termination following Change in Control⁽²⁾		Termination without Cause or Resignation for Good Reason		Change in Control		Termination following Change in Control⁽²⁾
Base Salary	$	1,646,250		—	$	1,646,250	$	1,746,508	$	—	$	1,746,508
SAR/RSU Acceleration		6,129,400	$	6,129,400		—	12,370,910		12,370,910		—
MIP Award		823,125		—		1,078,374	873,254		—		1,214,586
Health Insurance		20,760		—		—	22,160		—		—


Total	$	8,619,535	$	6,129,400	$	2,724,624	$	15,012,832	$	12,370,910	$	2,961,094

~~(1)~~: Assumes the following: (a) base salary equal to $823,125 is in effect as of the assumed termination or change in control date of July 31, 2014; (b) executive's unvested RSUs and SARs at July 31, 2014 would be subject to accelerated vesting on that date (when the last reported closing price per share of our common stock was $75.50); and (c) all Company targets under the MIP are met and executive's pro rata MIP award payable as of the termination date is the Target amount indicated under Non-Equity Incentive Plan Awards in the Grants of Plan-Based Awards Table above.
~~(2)~~: Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control when the new owners are bound by the terms of the employment agreement, except that equity awards would have already accelerated in full upon the change in control event.

(1)

Assumes the following: (a) base salary equal to $873,254 is in effect as of the assumed termination or change in control date of July 31, 2016; (b) executive’s unvested RSUs and SARs at July 31, 2016 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $143.07); and (c) all Company targets under the MIP are met and executive’s pro rata MIP award payable as of the termination date is the target amount indicated under Non-Equity Incentive Plan Awards in the Grants of Plan-Based Awards Table above.


(2)	Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control when the new owners are bound by the terms of the employment agreement, except that equity awards would have already accelerated in full upon the change in control event.

Michael Z. Barkin, Executive Vice President and Chief Financial Officer

Pursuant to the ~~Company's~~Company’s executive severance policy, Mr. Barkin is entitled to receive severance payments upon certain terminations of employment. In addition, Mr. Barkin is entitled to receive payments upon a termination occurring within a certain period of time following a change in control.

The following table describes the estimated potential compensation to Mr. Barkin upon termination or a change in control of the Company:


Executive Benefits and Payments⁽¹⁾	Termination without Cause or Resignation for Good Reason		Change in Control		Termination following Change in Control⁽²⁾		Termination without Cause or Resignation for Good Reason		Change in Control		Termination following Change in Control⁽²⁾
Base Salary	$	333,267		—	$	333,267	$	401,700	$	—	$	401,700
SAR/RSU Acceleration		—	$	1,122,082		—	—		1,949,964		—
MIP Award		—		—		106,479	—		—		308,944
Health Insurance		—		—		—	—		—		—


Total	$	333,267	$	1,122,082	$	439,746	$	401,700	$	1,949,964	$	710,644

~~(1)~~: Assumes the following: (a) base salary equal to $333,267 is in effect as of the assumed termination or change in control date of July 31, 2014; (b) executive's unvested SARs and RSUs at July 31, 2014 would be subject to accelerated vesting on that date (when the last reported closing price per share of our common stock was $75.50)

(1)

Assumes the following: (a) base salary equal to $401,700 is in effect as of the assumed termination or change in control date of July 31, 2016; (b) executive’s unvested SARs and RSUs at July 31, 2016 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $143.07); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive.


(2)	Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company’s executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.

Patricia A. Campbell, President - Mountain Division

Pursuant to the Company’s executive severance policy, Ms. Campbell is entitled to receive severance payments upon certain terminations of employment. In addition, Ms. Campbell is entitled to receive payments upon a termination occurring within a certain period of time following a change in ~~control is equal to the most recent MIP award paid to the executive.~~

~~(2)~~

Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company's executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.

control.

~~Blaise T. Carrig, President—Mountain Division~~

Mr. Carrig's employment agreement provides that upon (i) the giving of notice of non-renewal by Vail Holdings or termination by Vail Holdings without cause or (ii) termination by Mr. Carrig for good reason, Mr. Carrig is entitled to receive certain benefits so long as he has executed a release in connection with his termination, including: (a) one year of then-current base salary payable in a lump sum, (b) a prorated MIP award (provided that performance targets are met) for the portion of the Company's fiscal year through

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the effective date of the termination or non-renewal, payable in lump sum, and (c) one year's COBRA premiums for continuation of health and dental coverage, payable in a lump sum. If, within twelve months of the consummation of a change in control, (i) Vail Holdings terminates Mr. Carrig without cause or gives notice of non-renewal of his agreement or (ii) Mr. Carrig terminates for good reason, Mr. Carrig is entitled to receive, so long as he has executed a release in connection with his termination: (a) one year of then-current base salary payable in a lump sum, (b) a prorated MIP award (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, payable in lump sum, (c) an amount equal to the cash MIP award paid to Mr. Carrig in the prior year, payable in lump sum, and (d) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards held by Mr. Carrig.

The following table describes the estimated potential compensation to ~~Mr. Carrig~~Ms. Campbell upon termination or a change in control of the Company:


Executive Benefits and Payments⁽¹⁾	Termination without Cause or Resignation for Good Reason		Change in Control		Termination following Change in Control⁽²⁾		Termination without Cause or Resignation for Good Reason		Change in Control		Termination following Change in Control⁽²⁾
Base Salary	$	416,079		—	$	416,079	$	390,000	$	—	$	390,000
SAR/RSU Acceleration		—	$	2,026,544		—	—		2,754,025		—
MIP Award		249,647		—		412,219	—		—		299,946
Health Insurance		22,116		—		—	—		—		—


Total	$	687,842	$	2,026,544	$	828,298	$	390,000	$	2,754,025	$	689,946

~~(1)~~: Assumes the following: (a) base salary equal to $416,079 is in effect as of the assumed termination or change in control date of July 31, 2014; (b) executive's unvested SARs and RSUs at July 31, 2014 would be subject to accelerated vesting on that date (when the last reported closing price per share of our common stock was $75.50); and (c) all Company performance and individual targets under the MIP are met and executive's pro rata MIP award payable as of the termination date is the Target amount indicated under Non-Equity Incentive Plan Awards in the Grants of Plan-Based Awards Table above.
~~(2)~~: Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control when the new owners are bound by the terms of the employment agreement, except that equity awards would have already accelerated in full upon the change in control event.

(1)

Assumes the following: (a) base salary equal to $390,000 is in effect as of the assumed termination or change in control date of July 31, 2016; (b) executive’s unvested SARs and RSUs at July 31, 2016 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $143.07); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive.


(2)	Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company’s executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.

Kirsten A. Lynch, Executive Vice President and Chief Marketing Officer

Pursuant to the ~~Company's~~Company’s executive severance policy, Ms. Lynch is entitled to receive severance payments upon certain terminations of employment. In addition, Ms. Lynch is entitled to receive payments upon a termination occurring within a certain period of time following a change in control.

The following table describes the estimated potential compensation to Ms. Lynch upon termination or a change in control of the Company:


Executive Benefits and Payments⁽¹⁾	Termination without Cause or Resignation for Good Reason		Change in Control		Termination following Change in Control⁽²⁾		Termination without Cause or Resignation for Good Reason		Change in Control		Termination following Change in Control⁽²⁾
Base Salary	$	338,252		—	$	338,252	$	401,700	$	—	$	401,700
SAR/RSU Acceleration		—	$	1,331,017		—	—		2,526,902		—
MIP Award		—		—		108,072	—		—		308,944
Health Insurance		—		—		—	—		—		—


Total	$	338,252	$	1,331,017	$	446,324	$	401,700	$	2,526,902	$	710,644

~~(1)~~: Assumes the following: (a) base salary equal to $338,252 is in effect as of the assumed termination or change in control date of July 31, 2014; (b) executive's unvested SARs and RSUs at July 31, 2014 would be subject to accelerated vesting on that date (when the last reported closing price per share of our common stock was $75.50); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive.
~~(2)~~: Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company's executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.

(1) Assumes the following: (a) base salary equal to $401,700 is in effect as of the assumed termination or change in control date of July 31, 2016; (b) executive’s unvested SARs and RSUs at July 31, 2016 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $143.07); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive.
(2) Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company’s executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.

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~~Randall E. Mehrberg,~~David T. Shapiro, Executive Vice President, General Counsel and Secretary

Pursuant to the ~~Company's~~Company’s executive severance policy, Mr. ~~Mehrberg~~Shapiro is entitled to receive severance payments upon certain terminations of employment. In addition, Mr. ~~Mehrberg~~Shapiro is entitled to receive payments upon a termination occurring within a certain period of time following a change in control.

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The following table describes the estimated potential compensation to Mr. ~~Mehrberg~~Shapiro upon termination or a change in control of the Company:


Executive Benefits and Payments⁽¹⁾	Termination without Cause or Resignation for Good Reason		Change in Control		Termination following Change in Control⁽²⁾		Termination without Cause or Resignation for Good Reason		Change in Control		Termination following Change in Control⁽²⁾
Base Salary	$	340,000		—	$	340,000	$	375,938	$	—	$	375,938
SAR/RSU Acceleration		—	$	843,186		—	—		1,353,285		—
MIP Award		—		—		72,420	—		—		289,131
Health Insurance		—		—		—	—		—		—


Total	$	340,000	$	843,186	$	412,420	$	375,938	1,353,285		$	665,069

~~(1)~~: Assumes the following: (a) base salary equal to $340,000 is in effect as of the assumed termination or change in control date of July 31, 2014; (b) executive's unvested SARs and RSUs at July 31, 2014 would be subject to accelerated vesting on that date (when the last reported closing price per share of our common stock was $75.50); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive.
~~(2)~~: Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company's executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.

(1)

Assumes the following: (a) base salary equal to $375,938 is in effect as of the assumed termination or change in control date of July 31, 2016; (b) executive’s unvested SARs and RSUs at July 31, 2016 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $143.07); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive.


(2)	Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company’s executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes the ~~Company's~~Company’s equity compensation plans as of July 31, ~~2014:~~

2016:


Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights⁽¹⁾⁽²⁾		(b) Weighted average exercise price of outstanding options, warrants and rights		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))		(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights⁽¹⁾⁽²⁾ (in thousands)	(b) Weighted average exercise price of outstanding options, warrants and rights		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in thousands)
	(in thousands)				(in thousands)
Equity compensation plans approved by security holders		3,030	$	42.06		2,216	2,642	$	52.98	4,427
Equity compensation plans not approved by security holders		—		—		—	—	—		—


Total		3,030	$	42.06		2,216	2,642	$	52.98	4,427

~~(1)~~: ~~Includes 274,000 RSUs that are not included in the calculation of the Weighted-Average Exercise Price in column (b).~~
~~(2)~~: Includes the gross number of shares underlying outstanding SARs. Upon the exercise of a SAR, the actual number of shares we will issue to the participant is equal the quotient of (i) the product of (x) the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by (y) the number of SARs exercised, divided by (ii) the per share fair market value of our common stock on the date of exercise, less any shares withheld to cover payment of applicable tax withholding obligations.

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(1)	Includes 261,000 RSUs that are not included in the calculation of the Weighted-Average Exercise Price in column (b).

(2)

Includes the gross number of shares underlying outstanding SARs. Upon the exercise of a SAR, the actual number of shares we will issue to the participant is equal the quotient of (i) the product of (x) the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by (y) the number of SARs exercised, divided by (ii) the per share fair market value of our common stock on the date of exercise, less any shares withheld to cover payment of applicable tax withholding obligations.

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PROPOSAL 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, we are asking stockholders to approve an advisory resolution, commonly referred to as a ~~"say-on-pay"~~“say-on-pay” resolution, approving our executive compensation as reported in this proxy statement. As described in the CD&A section of this proxy statement, our executive compensation program is designed to incentivize achievement of short- and long-term Company and individual performance. We believe this compensation approach aligns the interests of our executive officers with those of our stockholders.

The Compensation Committee has structured our executive compensation program to achieve the following key objectives:

•

Emphasizing Pay-for-Performance. Emphasize pay-for-performance by tying annual and long-term compensation incentives to achievement of specified performance objectives or overall stock performance.

•

Attracting, Retaining and Motivating. Attract, retain and motivate talented executives who will determine our long-term success through a program competitive with compensation paid by companies in the same market for executive talent.

•

Rewarding Contributions and Creating Long-Term Value. Recognize and reward contributions of all employees, including executive officers, in achieving strategic goals and business objectives, while aligning the program with stockholder interests.

We encourage stockholders to read the CD&A (as well as the other narrative disclosures included in this proxy statement), which describes in more detail how our executive compensation program operates and is designed to achieve our compensation objectives, including through the use of annual incentive awards, long-term equity awards, a high percentage of compensation that is variable or ~~"at-risk"~~“at-risk” and performance-based stock awards for our CEO. The Compensation Committee and the Board believe that the policies and procedures articulated in the CD&A are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has supported and contributed to the ~~Company's~~Company’s recent and long-term success and is aligned with the interests of our stockholders.

At the ~~2013~~2015 annual meeting, we submitted a ~~"say-on-pay"~~“say-on-pay” resolution to our stockholders. Our stockholders approved this proposal with approximately ~~99.7%~~99.1% of the votes cast on the proposal voting in favor of the resolution. Because our Board views the annual advisory vote as a good corporate governance practice, and because at our 2011 annual meeting approximately 91.7% of the votes cast on the frequency proposal were in favor of an annual advisory vote, we are again asking stockholders to approve the compensation of our NEOs as disclosed in this proxy statement.

Accordingly, the Board unanimously recommends that stockholders approve the following advisory resolution at the annual meeting:

~~"RESOLVED,~~

“RESOLVED, that the compensation paid to the named executive officers of Vail Resorts, Inc., as disclosed pursuant to the rules of the Securities and Exchange Commission, including the CD&A, compensation tables and related narrative discussion, is hereby APPROVED."

”

Although this vote is advisory and is not binding on the Company, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.

THE BOARD RECOMMENDS THAT YOU VOTE ~~"FOR"~~“FOR” THE APPROVAL OF EXECUTIVE COMPENSATION.

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~~PROPOSAL 3. RE-APPROVAL OF THE MATERIAL TERMS FOR PAYMENT OF PERFORMANCE-BASED INCENTIVE COMPENSATION FOR PURPOSES OF COMPLYING WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE OF 1986~~

We are asking our stockholders to consider and vote upon a proposal to approve the material terms for payment of performance-based incentive compensation to certain of the Company's most highly compensated executive officers under our incentive compensation plans, including our Amended and Restated 2002 Long-Term Incentive and Share Award Plan (the "~~2002 Plan~~~~") and our Management Incentive Plan (the "~~~~MIP~~"). The material terms under which the performance-based compensation will be paid under our incentive compensation plans were last approved on December 5, 2008. Stockholders originally approved the 2002 Plan on December 9, 2002, approved the amended and restated version of the 2002 Plan on January 4, 2007 and approved an amendment to the amended and restated 2002 Plan on December 4, 2009. We are not amending or altering any of our incentive compensation plans.

The sole purpose of asking stockholders to re-approve the material terms for payment of performance-based compensation pursuant to this proposal is to enable the Company to continue to grant incentive compensation awards that are structured in a manner intended to qualify as tax-deductible, performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended ("~~Section 162(m)~~"). In addition, the purpose of this incentive compensation is to promote the interests of the Company and its stockholders by rewarding Company executives with bonus and incentive compensation based upon the level of achievement of financial, business and other performance objectives established in accordance with these material terms.

~~BACKGROUND~~

Section 162(m) generally provides that no federal income tax business expense deduction is allowed for annual compensation in excess of $1 million paid by a publicly-traded corporation to certain of its officers (the "~~covered employees~~"). For purposes of Section 162(m), a covered employee means any person who, as of the last day of the Company's taxable year, is the chief executive officer or one of the Company's three highest compensated executive officers (other than the chief executive officer and chief financial officer), as determined under SEC rules. Under Section 162(m), however, there is no limitation on the deductibility of compensation that constitutes "qualified performance-based compensation." Qualified performance-based compensation by the Company must be paid solely on account of the attainment of one or more objective performance goals established in writing by the Compensation Committee of the Board of Directors while the attainment of such goals is substantially uncertain.

For compensation to constitute qualified performance-based compensation under Section 162(m), in addition to certain other requirements, stockholders generally must approve the material terms under which the performance-based compensation will be paid every five years. Therefore, we are asking stockholders to re-approve the material terms under which the performance-based compensation will be paid under our incentive compensation plans, including the 2002 Plan and the MIP. For purposes of Section 162(m), the material terms of performance-based compensation include (i) the employees eligible to receive such compensation, (ii) a description of the business criteria upon which the performance goals are based and (iii) the maximum amount of compensation that can be paid to an employee as performance-based compensation during a specified time period. Each of these aspects of the Company's performance-based incentive compensation is discussed below.

~~Nothing in the Company's incentive compensation plans or this proxy statement is intended to guarantee that the Company will always seek to ensure that its compensation qualifies as performance-~~

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based compensation, and no guarantee can be given that the terms of the Company's incentive compensation plans or the compensation paid thereunder, will in fact comply with the requirements for performance-based compensation, as they exist today or as they may change from time to time. The Company has, and will continue to have, the authority to provide compensation that is not exempt from the limits on deductibility under Section 162(m).

~~DETERMINATION OF AWARDS~~

Payment of performance-based compensation to a covered employee will be contingent upon the attainment by the Company of one or more objective performance goals (which may be stated as alternative goals) established in writing by the Compensation Committee for each performance period, which is generally the Company's fiscal year or may be a period consisting of less than or more than one fiscal year, at a time in which the attainment of such goals is substantially uncertain. A performance goal must be established in writing by the Compensation Committee within the first 90 days after the commencement of the performance period, but in no event after 25% of the performance period has elapsed. Performance goals may be based on one or more business criteria that apply to an individual, a business unit or the Company as a whole, but need not be based on an increase or positive result under the business criteria selected, and may be measured on an absolute basis or on a relative basis and on a GAAP or non-GAAP basis. Performance goals established by the Compensation Committee in connection with the payment of performance-based compensation to a covered employee under the Company's incentive compensation plans will be based upon one or more of the following business criteria, and in any relative proportion to the extent multiple goals are used in combination:

•: ~~Reported EBITDA (as defined below) results for our mountain segment;~~
•: ~~Reported EBITDA results for our lodging segment;~~
•: ~~Reported EBITDA results on a resort basis (which is a combination of our Reported mountain segment EBITDA and Reported lodging segment EBITDA);~~
•: ~~Reported EBITDA results for our real estate segment;~~
•: ~~Reported EBITDA results excluding stock-based compensation expense for any of our mountain, lodging or real estate segments, and/or on a resort basis;~~
•: ~~real estate segment goals, including pre-sales targets, sales, closing timing and profitability targets, and construction related approvals and timing milestones;~~
•: ~~revenue;~~
•: ~~net income;~~
•: ~~net income excluding stock-based compensation;~~
•: ~~pretax earnings;~~
•: ~~earnings before interest expense, taxes, depreciation and amortization;~~
•: ~~operating margin;~~
•: ~~earnings per share;~~
•: ~~return on equity;~~
•: ~~return on capital;~~
•: ~~return on investment;~~
•: ~~operating earnings;~~
•: ~~working capital;~~
•: ~~ratio of debt to stockholders' equity;~~
•: ~~Net Debt (as defined below);~~
•: ~~ratio of Net Debt to Reported EBITDA; and/or~~
•: ~~total stockholder return.~~

~~Reported EBITDA is calculated as segment net revenue less segment operating expense plus or minus segment equity investment income or loss, and for the real estate segment, plus gain on sale of real~~

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~~property. Net Debt is defined as long-term debt plus long-term debt due within one year less cash and cash equivalents.~~

For executive bonuses, once the maximum amount of eligible annual incentive compensation is determined based upon the attainment of these performance goals, individual awards are determined based upon the executive's level of attainment of his or her individual performance goals. An executive will not be eligible to receive an annual incentive bonus unless the objective performance goals are attained. The Compensation Committee may decrease, but may not increase, the amount of an executive's annual incentive bonus based upon the executive's level of attainment of his or her individual performance goals. The specific target percentage for each executive's annual incentive bonus compensation is set as a percentage of base salary based on the executive's position within the Company.

Payment of equity incentive compensation other than stock options and SARs to a covered employee intended to satisfy the requirements for qualified performance-based compensation under Section 162(m) will be contingent upon the attainment of one or more of the performance goals listed above.

The Compensation Committee is prohibited from increasing the amount of compensation payable to a covered employee based upon the attainment of the applicable performance goals, but may reduce or eliminate compensation even if such performance goals are attained.

~~PAYMENT OF INCENTIVE AWARDS~~

Individual bonus amounts will be paid in cash or equity, or a combination thereof, at the discretion of the Compensation Committee. Payment of any performance-based equity awards may be paid in the form of shares of common stock of the Company, restricted stock, restricted stock units, other stock-based awards or any combination thereof.

~~ELIGIBLE EMPLOYEES~~

Officers and other employees and consultants of the Company and its subsidiaries and affiliates and directors of the Company are eligible to be granted awards under the 2002 Plan. All full-time employees of the Company at grade levels 33 and above (generally, our executive officer group) are eligible to participate in the MIP. The Compensation Committee anticipates that a comparable number of individuals will be selected for awards in the future.

~~MAXIMUM AWARD~~

The maximum incentive bonus award that may be paid to any covered employee in any one fiscal year based upon attainment of one or more of the foregoing performance goals is $4.0 million. The maximum equity incentive award that may be paid to any covered employee in any one calendar year based on attainment of one or more of the foregoing performance goals is 200,000 shares. The Compensation Committee is prohibited from increasing these amounts, but may reduce or eliminate compensation even if performance goals are attained.

~~NEW PLAN BENEFITS~~

The Company expects that payment of incentive compensation for fiscal 2015 to one or more covered employees will be subject to attainment of one or more of the performance goals described above. The incentive compensation that will be payable in the future based upon such performance goals, if any, cannot be determined, because the payment of such compensation will be contingent upon attainment of the pre-established performance goals, the maximum amount of such compensation will depend upon the Company's performance for the applicable performance period, and the actual incentive compensation to a covered employee, if any, may reflect exercise of the Compensation Committee's discretion to reduce the incentive compensation otherwise payable upon attainment of the performance goal. For more detail on the grants of incentive compensation made to our named executive officers in fiscal 2014, see the table above titled "Grants of Plan-Based Awards in Fiscal 2014."

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~~BOARD RECOMMENDATION~~

The Board of Directors believes it is in the best interests of the Company and its stockholders to enable the Company to implement incentive compensation arrangements that are intended to qualify as tax-deductible, performance-based compensation under Section 162(m). The Board of Directors is therefore recommending that stockholders approve, for Section 162(m) purposes, the material terms for the payment of performance-based incentive compensation by the Company, as set forth above. However, stockholder approval of the material terms is only one of several requirements under Section 162(m) that must be satisfied for incentive compensation to qualify for the "performance-based" compensation exemption. The rules and regulations promulgated under Section 162(m) are complicated and may change from time to time, sometimes with retroactive effect. As such, there can be no guarantee that any incentive compensation award intended to qualify as performance-based compensation within the meaning of Section 162(m) will so qualify. In addition, nothing in this proposal prevents the Company or the Compensation Committee from making any payment or granting awards that do not (and are not intended to) qualify for tax deductibility under Section 162(m).

~~THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE RE-APPROVAL OF THE MATERIAL TERMS FOR PAYMENT OF PERFORMANCE-BASED INCENTIVE COMPENSATION FOR~~
~~SECTION 162(m) PURPOSES.~~

PROPOSAL 4.3. RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected, and the Board ~~of Directors~~ has ratified the selection of, PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal ~~2015,~~2017, and has further directed that management submit the selection of independent auditors for ratification by the stockholders at the annual meeting. PricewaterhouseCoopers LLP has been the ~~Company's~~Company’s independent registered public accounting firm since 2002. PricewaterhouseCoopers LLP expects to have a representative at the annual meeting who will have the opportunity to make a statement and who will be available to answer appropriate questions.

Neither the ~~Company's~~Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of PricewaterhouseCoopers LLP as the ~~Company's~~Company’s independent registered public accounting firm. However, the Audit Committee is submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP. It is understood that even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a new independent accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.

FEES BILLED TO VAIL RESORTS BY PRICEWATERHOUSECOOPERS LLP DURING FISCAL ~~2014~~2016 AND FISCAL ~~2013~~

2015

Audit Fees. Audit fees (including expenses) billed (or billable) to the Company by PricewaterhouseCoopers LLP for the audit of our annual financial statements included in our Form 10-K and the review of the financial statements included in our Forms 10-Q with respect to fiscal ~~2014~~2016 and fiscal ~~2013~~2015 were ~~$1,831,788~~$2,248,788 and ~~$1,900,020,~~$2,157,000, respectively. For both fiscal years, such fees included fees for PricewaterhouseCoopers ~~LLP's~~LLP’s examination of the effectiveness of the ~~Company's~~Company’s internal control over financial reporting.

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Audit-Related Fees. There were no audit related fees billed by PricewaterhouseCoopers LLP with respect to fiscal ~~2014~~2016 and fiscal ~~2013.~~2015.

Tax Fees. ~~There were no tax~~Tax fees billed or billable by PricewaterhouseCoopers LLP with respect to fiscal ~~2014 and~~2016 were $152,188. Such fees related to tax services provided to the Company in connection with international transactions by the Company. In fiscal ~~2013.~~2015, there were $40,986 of tax fees billed by PricewaterhouseCoopers LLP.

All Other Fees. All other fees (including expenses) billed by PricewaterhouseCoopers LLP with respect to both fiscal ~~2014~~2016 and fiscal ~~2013 were $3,704 for each year.~~2015. Such fees were for access to a research database.

The Audit Committee determined that the provision of services other than audit services by PricewaterhouseCoopers LLP was compatible with maintaining PricewaterhouseCoopers ~~LLP's~~LLP’s independence.

The Audit Committee has the sole authority to approve all audit engagement fees and terms and pre-approve all audit and permissible non-audit services provided by the ~~Company's~~Company’s independent registered public accounting firm. The Audit Committee has delegated authority to the Chairman of the Audit Committee to pre-approve services between Audit Committee meetings, which must be reported to the full Audit Committee at its next meeting. Fees for permissible non-audit services that are not pre-approved must be less than 5% of total fees paid. For fiscal ~~2014~~2016 and fiscal ~~2013,~~2015, all of the fees included under the ~~heading "All~~headings “Tax Fees” and “All Other ~~Fees"~~Fees” above were pre-approved by the Audit Committee.

THE BOARD RECOMMENDS THAT YOU VOTE ~~"FOR"~~“FOR” THE RATIFICATION OF THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE ~~COMPANY'S~~COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, ~~2015.~~

2017.

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THE ANNUAL MEETING AND VOTING – QUESTIONS AND ANSWERS

What is the difference between a stockholder of record and a ~~"street name"~~“street name” holder?

If your shares are registered directly in your name with the ~~Company's~~Company’s transfer agent, Wells Fargo Shareowner Services, then you are a stockholder of record.

If your shares are not held in your name, but rather are held through an intermediary, such as in an account at a brokerage firm or by a bank, trustee or other nominee, then you are the beneficial owner of shares held in ~~"street~~“street name."” However, as a beneficial owner, you have the right to direct your broker or other nominee regarding how to vote the shares held in your account.

Who is entitled to vote at or attend the annual meeting?

Holders of record of our common stock as of the close of business on October ~~14, 2014,~~11, 2016, which we refer to as the record date, are entitled to vote. On the record date, we had ~~36,312,774~~36,288,132 shares of common stock outstanding. Each share is entitled to one vote on each item being voted on at the annual meeting. You are entitled to attend the annual meeting only if you were a stockholder or joint holder as of the record date or you hold a valid proxy for the annual meeting.

If you are a stockholder of record:

As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the annual meeting, we urge you to vote by proxy in advance of the annual meeting over the telephone or on the Internet as instructed in the Notice of Internet Availability of Proxy Materials to ensure your vote is counted.

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If you are a street name holder:

As a street name holder, you may not vote your shares in person at the annual meeting unless you request and obtain a valid proxy from your broker or other nominee and bring such proxy to the annual meeting. If you want to attend the annual meeting, but not vote at the annual meeting, you must provide proof of beneficial ownership as of the record date, such as your most recent account statement prior to October ~~14, 2014,~~11, 2016, a copy of the voting instruction card provided by your broker or other nominee, or other similar evidence of ownership. Whether or not you plan to attend the annual meeting, we urge you to vote by proxy in advance of the annual meeting over the telephone or on the Internet as instructed in the Notice of Internet Availability of Proxy Materials to ensure your vote is counted.

How do I vote my shares?

If you are a stockholder of record:

By Telephone or the Internet

Stockholders of record can vote their shares via telephone or the Internet as instructed in the Notice of Internet Availability of Proxy Materials. The telephone and Internet procedures are designed to authenticate a ~~stockholder's~~stockholder’s identity, to allow stockholders to vote their shares and confirm that their instructions have been properly recorded.

The telephone and Internet voting facilities will close at 11:59 p.m., Eastern ~~Standard~~ Time, on December ~~4, 2014.~~

7, 2016.

By Mail

Stockholders who elect to vote by mail should request a paper proxy card by telephone or Internet and should complete, sign and date their proxy cards and mail them in the pre-addressed envelopes that accompany the delivery of paper proxy cards. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted.

At the Meeting

Shares held in your name as the stockholder of record may be voted by you in person at the annual meeting.

If you are a street name holder:

By Telephone or the Internet

If your broker or other nominee provides for a means to submit your voting instructions by telephone or the Internet, you will be provided with directions on doing so by your broker or other nominee.

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By Mail

Street name holders may vote by mail by requesting a paper voting instruction card according to the instructions contained in the materials received from your broker or other nominee.

At the Annual Meeting

Shares held in street name may be voted by you in person at the annual meeting only if you obtain a valid proxy from the broker or other nominee that holds your shares giving you the right to vote the shares and bring such proxy to the annual meeting.

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Can I change my vote?

If you are a stockholder of record, you may change your vote at any time prior to the vote at the annual meeting by:

•

providing timely delivery of a later-dated proxy (including by telephone or Internet vote);

•

providing timely written notice of revocation to our Secretary at 390 Interlocken Crescent, Broomfield, Colorado 80021; or

•

attending the annual meeting and voting in person.

To be timely, later dated proxy cards and written notices if revocation is submitted by mail, must be received by the time of the annual meeting. In order to change your vote by telephone or Internet, you must do so before the telephone and Internet voting facilities close at 11:59 p.m., Eastern ~~Standard~~ Time, on December ~~4, 2014.~~

7, 2016.

If you are a street name holder, you may change your vote by timely submitting new voting instructions to your broker or other nominee following the instructions they provided, or, if you have obtained a valid proxy from your broker or other nominee giving you the right to vote your shares, by attending the meeting and voting in person.

How many shares must be present or represented to conduct business at the annual meeting?

The quorum requirement for holding the annual meeting and transacting business is that holders of a majority of the issued and outstanding common stock that is entitled to vote must be present in person or represented by proxy. Both abstentions and broker non-votes described below are counted for the purpose of determining the presence of a quorum. If there is no quorum, the holders of a majority of shares present at the meeting in person or represented by proxy may adjourn the annual meeting to another date.

How are abstentions treated?

Abstentions are counted for purposes of determining whether a quorum is present. For purposes of determining whether the stockholders have approved a matter, abstentions are not treated as votes cast affirmatively or negatively, and therefore do not have any effect on the outcome of a matter to be voted on at the annual meeting that requires an affirmative vote of a majority of the votes cast by holders of our common stock present in person or by proxy at the annual meeting. A ~~"majority~~“majority of votes ~~cast"~~cast” means the number of ~~"FOR"~~“FOR” votes exceeds the number of ~~"AGAINST"~~“AGAINST” votes.

What are the voting requirements?

Proposal 1—Election of Directors

In the election of directors named in this proxy statement, you may vote ~~"FOR"~~“FOR” one or more of the nominees or your vote may be ~~"AGAINST"~~“AGAINST” one or more of the nominees. Alternatively, you may vote ~~"ABSTAIN"~~“ABSTAIN” with respect to one or more nominees. You may not cumulate your votes for the election of directors. To be elected, each director nominee requires a majority of the votes cast for his or her election, which means that each director nominee must receive more votes cast ~~"FOR"~~“FOR” than ~~"AGAINST"~~“AGAINST” that director nominee. Abstentions are not treated as voting on this proposal. If stockholders do not elect a nominee who is already serving as a director, Delaware law provides that the director would continue to serve on the Board as a ~~"holdover~~“holdover director,"” rather than causing a vacancy, until a successor is duly elected or until the director resigns. Under our Corporate Governance Guidelines and as permitted by our Bylaws, each director has submitted an advance, contingent resignation that the Board may accept if stockholders do not elect the director. In that situation, our Nominating & Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board will promptly publicly disclose its decision regarding the ~~director's~~director’s resignation.

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Proposal 2—Advisory Vote to Approve Executive Compensation

In the advisory vote to approve executive compensation, you may vote ~~"FOR," "AGAINST"~~“FOR,” “AGAINST” or ~~"ABSTAIN."~~“ABSTAIN.” This proposal requires the affirmative vote of a majority of those shares present in person or represented by proxy, entitled to vote, and actually voting on the proposal at the annual meeting. Abstentions are not treated as voting on this proposal. The vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. However, the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation as it deems appropriate.

Proposal 3—~~Re-approval~~Ratification of Selection of PricewaterhouseCoopers LLP

In the ratification of the ~~Material Terms~~selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for ~~Payment of Performance-Based Incentive Compensation for Section 162(m) Purposes~~

In the ~~proposal to re-approve the material terms for payment of performance-based incentive compensation for Section 162(m) purposes,~~fiscal year ending July 31, 2017, you may vote ~~"FOR," "AGAINST"~~“FOR,” “AGAINST” or ~~"ABSTAIN."~~“ABSTAIN.” This proposal requires the affirmative vote of a majority of those shares present in person or represented by proxy, entitled to vote, and actually voting on the proposal at the annual meeting. Abstentions are not treated as voting on this proposal.

~~Proposal 4—Ratification of Selection of PricewaterhouseCoopers LLP~~

In the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2015, you may vote "FOR," "AGAINST" or "ABSTAIN." This proposal requires the affirmative vote of a majority of those shares present in person or represented by proxy, entitled to vote, and actually voting on the proposal at the annual meeting. Abstentions are not treated as voting on this proposal.

What are ~~"broker non-votes"~~“broker non-votes”?

If you hold shares in street name through a broker and do not provide your broker with voting instructions, your shares may constitute ~~"broker~~“broker non- votes."” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given by the beneficial owner. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are considered present for purpose of determining a quorum but are not considered entitled to vote or votes cast on that proposal. Thus, a broker non-vote will make a quorum more readily attainable, but, broker non-votes will not affect the outcome of any matter being voted on at the annual meeting, assuming that a quorum is obtained.

If your shares are held in street name and you do not instruct your broker on how to vote your shares, your brokerage firm, in its discretion, may either leave your shares unvoted or vote your shares on ~~"routine"~~“routine” matters. The proposal to ratify the selection of our independent registered public accounting firm for the current fiscal year (Proposal 4)3) is considered a routine matter. Under the rules of the New York Stock Exchange, or the NYSE, the election of directors (Proposal 1), and the advisory vote to approve executive compensation (Proposal 2) ~~and the re-approval of the material terms for payment of performance-based incentive compensation for Section 162(m) purposes (Proposal 3)~~ are not considered routine matters and, consequently, without your voting instructions, your broker cannot vote your uninstructed shares on these proposals.

Who will serve as inspector of elections?

The inspector of elections will be a representative from Broadridge Financial Solutions, Inc.

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Who will bear the cost of soliciting votes for the annual meeting?

We will bear the cost of soliciting proxies. In addition to the original solicitation of proxies, proxies may be solicited personally, by telephone or other means of communication, by our directors and employees. Directors and employees will not be paid any additional compensation for soliciting proxies.

We may reimburse brokers holding common stock in their names or in the names of their nominees for their expenses in sending proxy material to the beneficial owners of such common stock.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials?

If you receive more than one Notice of Internet Availability of Proxy Materials, it means that you have multiple accounts at the transfer agent or with brokers or other nominees. Please vote all of your shares as described herein, or follow the instructions received from each broker or other nominee, to ensure that all of your shares are voted.

What if I submit a proxy but do not make specific choices?

If a proxy is voted by telephone or Internet, or is signed and returned by mail without choices specified, in the absence of contrary instructions, the shares of common stock represented by such proxy will be voted as recommended by the Board, and will be voted in the proxy ~~holders'~~holders’ discretion as to other matters that may properly come before the annual meeting.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. Final voting results will be reported in a Form 8-K, which will be filed with the SEC following the annual meeting.

Annual Meeting Materials

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The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting, this proxy statement and the annual report of the Company for the fiscal year ended July 31, ~~2014~~2016 have been made available to all stockholders entitled to Notice of Internet Availability of Proxy Materials and entitled to vote at the annual meeting. The annual report is not incorporated into this proxy statement and is not considered proxy-soliciting material.

STOCKHOLDER PROPOSALS FOR ~~2015~~2017 ANNUAL MEETING

The deadline for stockholders to submit proposals pursuant to Rule 14a-8 of the Exchange Act for inclusion in the ~~Company's~~Company’s proxy statement and proxy for the ~~2015~~2017 annual meeting of stockholders is June ~~25, 2015.~~

23, 2017.

If you wish to nominate a director or submit a proposal for consideration at the ~~Company's 2015~~Company’s 2017 annual meeting of stockholders that is not to be included in next ~~year's~~year’s proxy materials, your proposal or nomination must be submitted in writing to the Secretary of the Company not later than September ~~6, 2015~~9, 2017 nor earlier than August ~~7, 2015.~~10, 2017. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. Such notices must be in accordance with the procedures described in our Bylaws. You can obtain a copy of our Bylaws by writing the Secretary at the address shown on the cover of this proxy statement.

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HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as ~~"householding,"~~“householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are Company stockholders may be ~~"householding"~~“householding” our proxy materials to the extent such stockholders have given their prior express or implied consent in accordance with SEC rules. A single Notice of Internet Availability of Proxy Materials, proxy statement and annual report (if you requested one) will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be ~~"householding"~~“householding” communications to your address, ~~"householding"~~“householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, proxy statement and annual report, please notify your broker to discontinue householding and direct your written request to receive a separate Notice of Internet Availability of Proxy Materials, proxy statement and annual report to the Company at: Vail Resorts, Inc., Attention: Investor Relations, 390 Interlocken Crescent, Broomfield, Colorado, 80021, or by calling (303) 404-1800. Stockholders who currently receive multiple copies of the Notice of Internet Availability of Proxy Materials, proxy statement and annual report at their address and would like to request householding of their communications should contact their broker.

OTHER MATTERS

At the date of this proxy statement, the Board has no knowledge of any business other than that described herein which will be presented for consideration at the annual meeting. In the event any other business is presented at the annual meeting, the persons named in the enclosed proxy will vote such proxy thereon in accordance with their judgment in the best interests of the Company.



		~~Randall E. Mehrberg~~ ~~Executive Vice President,~~ ~~General Counsel and Secretary~~

David T. Shapiro

Executive Vice President, General Counsel & Secretary

October ~~23, 2014~~

21, 2016

A copy of the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2014~~2016 is available without charge upon written request to: Secretary, Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. VAIL RESORTS, INC. 390 INTERLOCKEN CRESCENT BROOMFIELD, CO 80021 M79056-P56300 VAIL RESORTS, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Against For Nominees: Abstain ! ! ! 1a. Roland A. Hernandez The Board of Directors recommends you vote FOR proposals 2, 3 and 4: Abstain Against For ! ! ! 1b. Robert A. Katz ! ! ! ! ! ! 1c. Richard D. Kincaid 2. Advisory vote to approve executive compensation. ! ! ! ! ! ! 1d. John T. Redmond 3. Re-approve the material terms for payment of performance-based incentive compensation for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986. ! ! ! 1e. Hilary A. Schneider ! ! ! ! ! ! 1f. D. Bruce Sewell 4. Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2015. ! ! ! 1g. John F. Sorte ! ! ! NOTE: Such other business as may properly come before the meeting or any adjournments or postponements of the meeting. 1h. Peter A. Vaughn ! For address changes and/or comments, please check this box and write them on the back where indicated. ! ! Please indicate if you plan to attend this meeting. Yes No Please sign exactly as your name(s) appear(s) on the Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc. should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.

VAIL RESORTS, INC. ANNUAL MEETING OF STOCKHOLDERS Friday, December 5, 2014 9:00 a.m., Mountain Standard Time Vail Resorts Corporate Headquarters 390 Interlocken Crescent Broomfield, CO 80021 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 2014 Annual Report on Form 10-K are available at www.proxyvote.com. M79057-P56300 VAIL RESORTS, INC. ANNUAL MEETING OF STOCKHOLDERS Friday, December 5, 2014 9:00 a.m., Mountain Standard Time Vail Resorts Corporate Headquarters, 390 Interlocken Crescent, Broomfield, CO 80021 This proxy is solicited by the Board of Directors for use at the Annual Meeting on December 5, 2014. The shares of stock held in this account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted "FOR" Proposals 1, 2, 3 and 4, and otherwise in the discretion of the proxies. By signing the proxy, you revoke all prior proxies and appoint Robert A. Katz and Michael Z. Barkin, and each of them with full power of substitution, to vote these shares on the matters shown on the reverse side and any other matters which may properly come before the Annual Meeting and all adjournments or postponements thereof, with all powers which the undersigned would possess if present at the Annual Meeting. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

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						Committee Memberships

Director Nominee	Director Since		Primary Occupation and Experience	Independent		Audit	Comp	N&G	Exec

Roland A. Hernandez¨		2002	Founding Principal & CEO Hernandez Media Ventures; former CEO of Telemundo		Yes	F		Chair	X

Robert A. Katz		1996	Chairman and CEO of Vail Resorts, Inc.		No				X

Richard D. Kincaid		2006	Founder & President of BeCause Foundation; former CEO of Equity Office Properties		Yes		X	X

John T. Redmond		2008	Former Managing Director & CEO of Echo Entertainment Group Limited		Yes	F

Hilary A. Schneider		2010	President of Lifelock, Inc.		Yes		X

D. Bruce Sewell		2013	SVP, General Counsel & Secretary of Apple Inc.		Yes	Chair

John F. Sorte		1993	Executive Chairman Morgan Joseph TriArtisan LLC		Yes	X	Chair	X	X

Peter A. Vaughn		2013	SVP of International Consumer Products and Marketing of American Express Company		Yes		X

Fiscal 2014 Meetings						6	3	1	1


(3)	As reported by T. Rowe Price Associates, Inc. and T. Rowe Price New Horizons Fund, Inc. on a joint Schedule 13G/A filed with the SEC on February 11, 2016. T. Rowe Price Associates, Inc. disclaims beneficial ownership of these shares. The address for the holders is 100 E. Pratt Street, Baltimore, MD 21202.


(5)	As reported by FMR LLC and Abigail P. Johnson on a joint Schedule 13G filed with the SEC on February 12, 2016. The address for the holders is 245 Summer Street, Boston, MA 02210.


Name	Fiscal 2014 Target MIP Award		Actual Fiscal 2014 Payout Percentages⁽¹⁾			Fiscal 2014 Actual MIP Award	Fiscal 2013 Actual MIP Award	Change from Fiscal 2013 Actual MIP Award
Robert A. Katz⁽²⁾	$823,125	x	63.90	%	=	$525,976	$510,497	3.0%
Michael Z. Barkin⁽³⁾	$166,634	x	63.90	%	=	$106,479	$82,315	29.4%
Blaise T. Carrig	$249,647	x	63.90	%	=	$159,525	$162,572	(1.9)%
Kirsten A. Lynch	$169,126	x	63.90	%	=	$108,072	$110,136	(1.9)%
Randall E. Mehrberg⁽⁴⁾	$113,333	x	63.90	%	=	$72,420	—	—