Vail Resorts, Inc. · NYSE:MTN
Vail Resorts — Proxy Contest (October 2026)
46 slides from Vail Resorts's proxy contest presentation, Oct 30, 2026
Slide 1: Disclaimer
Disclaimer This website and the information publicly available to, without limitation, all shareholders of Vail Resorts, Inc. (Vail Resorts" or the ympany/’. This Website i sive property of Vail Resorts and may not be reproduced or distributed, in whole or in part, without the express prior written
Slide 2: Participants in the Solicitation
Participants in the Solicitation: Vail Resorts, its directors, its directo certain ofits executive officers and employees may be deemed to be par from the shareholders of Vail Resorts in connection with the matters to be consi Annual Meeting. Information regarding the names of such persons and their
Slide 3: Forward-looking statements and third-party statements
Certain statements on this Website, looking statements within the meaning of federal securities laws, including statements regarding ‘our expected growth through our Epic Experience strategy. Readers are cautioned not to place ‘undue reliance on these forward-looking statements, which speak only as
Slide 4: Non-GAAP Financial Measures
NON-GAAP FINANCIAL MEASURES This Website mentions the non-GAAP financial measures Resort Reported EBITDA Total Reported EBIIDA, Resort EBITDA Margin, Net Debt and Net Real Estate Cash Flow, which are not financial measures under accounting principles generally accepted in the United States of Americ
Slide 5: Understand
UNDERSTAND
Slide 6: Support the Vail Resorts Board of Directors
VAILRESORTS SUPPORT THE VAIL RESORTS BOARD OF DIRECTORS oe HowTo vote G)
Slide 7: Meet our Board
Meet our Board ‘Our Board is Talented, Qualified and Comprised of Directors with the Experience to Successfully Oversee our Strategy YOUR VOTE IS IMPORTANT. Over the last 17 months, your Board and management team have executed a clear strategy to return the Company to sustainable earnings growth and
Slide 8: Questions or assistance voting your shares
If you have questions or need assistance voting your shares, please contact our proxy solicitor Okapi Partners LUC at: [email protected] Banks and Brokerage Firms, Please Call: (212) 297-0720 Shareholders and All Others Call Toll-Free: (855) 208-8903
Slide 9: Investor and media contacts
VAILRESORTS Investor Contact Media Contacts Pages connie wang. Kelsey Pietranton Home InwestorRelatons.maliesors.com ‘News!Evalresons.com Meet Our Board Joe Frank, Wikinson Brimmer Katcher Shareholder Resources Sharon Stern /Lyle Weston How To Vote 1212:355-4449 Privacy Notice Vail Resorts Privacy N
Slide 10: Our board is talented, qualified and experienced
VAILRESORTS MEETOURGOARD SHAREHOLDER RESOURCES [ owrovore ] OUR BOARD IS TALENTED, QUALIFIED AND COMPRISED OF DIRECTORS WITH THE EXPERIENCE TO SUCCESSFULLY OVERSEE OUR STRATEGY
Slide 11: Board directors overview
OUR BOARD IS TALENTED, QUALIFIED AND COMPRISED OF DIRECTORS WITH THE EXPERIENCE TO SUCCESSFULLY OVERSEE OUR STRATEGY INALD A. CHAMBERS WILLIAM J. HORNBUCKLE ROBERT A. 2 formation Chi Officer and Presi Chier fent, MGM
Slide 12: Iris Knobloch, Michele Romanow
IRIS KNOBLOCH MICHELE ROMANOW Pr
Slide 13: Peter A. Vaughn, Hilary A. Schneider
7& ‘ 2 PETER A. VAUGHN "Oe? \S a), HILARY A. SCHNEIDER: Chief Executi NOTE: As announced on September 2, 2026, Susan Decker informed the Company that she will not stand for relecion atthe Companys 2026 Anrual Meeting, in arder to manage her tetal number fof board commitments. Her current term wl con
Slide 14: Board Composition Highlights
BOARD COMPOSITION HIGHLIGHTS" BOARD INDEPENDENCE 8 OF9 DIRECTORS Independent All board committees are independent e _ Strong lead independent director role Regular executive sessions of independent directors 2024 2. NEW INDEPENDENT DIRECTORS APPOINTED AVERAGE TENURE OF INDEPENDENT BOARD MEMBERS 7.9
Slide 15: Voting assistance and contacts
passion for our ré a Ifyou have questions or need assistance voting your shares, please contact our proxy solicitor Okapi Partners LLC at: Banks and Brokerage Firms, Please Call: (212) 297-0720 Shareholders and All Others Call Toll-Free: (855) 208-8903 VAILRESORTS investor Contact Media Contacts Pag
Slide 16: Reginald A. Chambers
age: 50 Director Since: March 2024 Committees: Audit chair) Education: + AB, Poltical Sclence, Spanish and Markets & Management, Duke University REGINALD A. CHAMBERS Executive Vice President & Chief Transformation Officer, Teachers Insurance and Annuity Association of Ame Experience and Key Board Co
Slide 17: Reginald A. Chambers career highlights
© Sire en eee. HST RUBREEMIERS, EF SE RR Opera ena, aie a ane technology-enabled transformation. He bolsters the Board's ‘oversight of the Companys capital allocation, value creation ‘growth strategy, operational excellence, enterprise risk ‘management, and transformation agenda Career Highlights ‘©
Slide 18: Reginald A. Chambers professional experience
‘= Chief Financial Officer, Head of Strategy and Operating Committee Member, Commercial Banking (2021-2023) ‘+ Head of Investor Relations, Commercial Banking (2021) ‘+ Additional senior leadership roles in enterprise transformation, business improvement, innovation, and consumer banking. (2017-2020)
Slide 19: William J. Hornbuckle
tne Pubic company Dreterahipe part fie yen + GaankrnantHoltegs WILLIAM J. HORNBUCKLE Experience and Key Board Contributions Mr Hormbekl brings more than 35 yearsf leadership ‘perience across loa hospitality, Sestnation resort operations i guest experience innovation, Incl er one o the woes ‘most rec
Slide 20: William J. Hornbuckle career highlights
Imternatona grow cluding the development of destination resorts in National Hatbor, Marland and Macau. Under his leadership the company as expanded ita new international and digital markets, including the development ofa $10 bilan Integrate resortn Jan, ene ofthe county est integrated ‘esr, and the
Slide 21: William J. Hornbuckle professional experience
‘+ He hasalso advanced the broader travel and hospitality Industry through his service as Chair of he US. Tove ‘Assocation, a non-profit organization fcused on growing travel and tours tothe United States, anc a former (Chairman of the US. Travel and Tourism Aviary Board, which ‘advises the US. Secr
Slide 22: Robert A. Katz
ee38 Directerships pas fie yeas Peonsjana arian Scho ROBERT A. KATZ Experience and Key Board Contributions For mare than the decades, Mr, Ktz has played aphota ale in shaping the Compan romth and innovation, transforming Val Resorts and shaping he evolution af the snowsparts industry at large. Durin
Slide 23: Robert A. Katz career highlights
Career Highlights + Since returning a Cie Executive Officer in May 2025, Katz has taken decisive action to repostion the Company fr lng {erm growth including through exectve leadership team changes; the comprehensive moderation of produc, pring and market strate: and the delvary ef ver $100 millon I
Slide 24: Iris Knobloch
ners tne Pubic company Directorships pas five years eorez0) IRIS KNOBLOCH Experience and Key Board Contributions Ms Knoblach an international executive and public company ‘rector wth more than thre decades of leadership experience a {Joba consumer, med, and hospitality businesses. She brings ‘expert
Slide 25: Iris Knobloch committees and experience
nee 63 ‘commiees:compensaton (etecive December 2025) pemnrent 1 Deane 5A furan Pats ‘eka ice 2022) + .wweuonen Pas NC) aoia.200 + Lara me OOSELAD nce ane pu Masini nies ot unin LLM, Yr Urey Experience and Key Board Contributions Ms Knobloch san international executive ad public company ‘rector wth m
Slide 26: Iris Knobloch professional experience
Professional Experience Festal de cannes + President (since 2022) 1200 (formerly Euronext Pars: 12PO} 1+ Char, Chef Executive Ofer an Co-Founder (20212022) ‘Warnertteda(and predecessor companies) (formerly Warner {Bros iscovery (NYSE: WEDD) + President and Country Manager for France, Germany, Benelu
Slide 27: Nadia Rawlinson
pees? NADIA RAWLINSON Experience and Key Board Contributions Mz Rawinson fa disngushed human capital executive and professional spot franchise owner wth nary two decades of leadership experiance at top-level lal consaner,technaly, 2nd emertaitment companies, where she helped scale organizations deve
Slide 28: Nadia Rawlinson career highlights
‘+ Ms. Rawlinson served as an Advisor for GV (Google Ventures}, a \verture captal fir wth $8 illo under management, fondng founders in enterprise, consumer, and ronier secpnoony ‘+ Ms. Rawlinson previously served asthe Chief Human Resources Ofer of uve Nation Entertainment 2 Fortune S00 _obal leader
Slide 29: Nadia Rawlinson professional experience
soma + Director an Compensation Committee Member (2021-2026) Slack Technologies Inc. (NYSE: WORK) + chet People officer 2020-2021) Live Nation Entertainment (NYSE: LYV) 1+ chuet Human Resources Offer 2016-2020) Rakuten Americas (former OTC: RKUNY) + chet Human Resources Oca, Rakuten Group (20152016)
Slide 30: Michele Romanow
veers Unversity MICHELE ROMANOW Experience and Key Board Contributions Ms Romanowis a consumer technology entrepreneur and investor ith Gesp expenence developing spt pater ‘expanding ecommerce brands and dvng customer acquis through strategic marketing, Hertrackrecord of sling numerous tectnology co
Slide 31: Michele Romanow career highlights
‘© AS Co-Founder and Executive Chairman of Clearco, Ms. Romanow has everseen the company’ disciplined ata Informe expt location satay and gon nto.2 ‘echnologyenabled financing platform, which has deployed ‘more than #33 illon to over 1,000 companies across 13 Ms Romanow she cofounder of numerous tec
Slide 32: Hilary A. Schneider
ees Direteahige pas ve yeaah + oitaocean ne SE acnt ence 220) (ore: song) 00232026) HILARY A. SCHNEIDER cer of imps Chet Exact Experience and Key Board Contributions Ms Schneider brings mare than two decades of executive leadership experience, including several CEO postions, viding and scaling consu
Slide 33: Hilary A. Schneider career highlights
‘© Baste hereon ae Prasidens ont eter Cole Eeewtive. Officer of feLock Ms Schneider ed the company’s ‘ransfrmationint the marke learn consumer idetty protecton ty expanding its subscription. tased business ‘mode, strengthening its trsted consumer brand and cing sustained momentum. She successfull gu
Slide 34: Hilary A. Schneider professional experience
Professional Experience simpliste ne. + Chie Exeutve Officer sng 2025) shutter, ne former Nasdaq: SFM + Chie Executive Oficer (202-2023 + Senior Abisor (2123-2025) ‘Wag! Group Company (OTC: PETAQ) + Chie Executive Ofer (2018-2019 LifeLock. ne former NYSE: LOCK) + Chief Executive Ofer 2016-2017 + Pre
Slide 35: D. Bruce Sewell
Agee Nominating Goneronce ‘other Puc Company + Coa inc SE Aisne D. BRUCE SEWELL Forme Senor ice Presiden, General Couns and Secretary, Apple ne Experience and Key Board Contributions Me Sewell brings more tha three decades of leadership ‘experience helping some ofthe works mest inovatve Companies na
Slide 36: D. Bruce Sewell career highlights
+85. ance Unversy + 10, Te George Washington ‘nies a cat Career Highlights + As Senior vice President, General Counsel and Secretary of ‘ole Mi. Sewell served asa ey legal adhsor to executive leadership during a period of exraorainary nancial growth {and innovation forthe company He oversaw 2 depart
Slide 37: Peter A. Vaughn
PETER A. VAUGHN
Slide 38: Peter A. Vaughn experience
ages 62 ommittes Nominating Govemance ha Aust oun ray Worker, EAD Experience and Key Board Contributions Mr Vaughn i glabal marketing and brand strategy leader with ‘more than two decades of experience bulng premium Consumer brands and creating aiferetated customer ‘experiences. Hs deep expertise in
Slide 39: Peter A. Vaughn professional experience
“American Express Company (NYSE: AXP) + Senior Vice President and Head of ternational Consumer Products and Marketing 2013-2014) ‘chief Markecng Officer, Global Network Services 2011-2013), ‘Senior Vie President, Global Brand Management (2005-2011) Vie President of Marketing forthe Travelers Cheque
Slide 40: Materials Hub
VAILRESORTS: MATERIALS HUB Shareholder Letters SEC Filings Vail Resorts Definitive Prony Statement
Slide 41: Press Releases
Press Releases plc Experience: Vall Resorts Puts Guest Experience at the Center of New Growth Plan Vall Resort Files Detiniive Proxy Expressing Confidence in ts Board, Leadership, and Strategy to Deliver Long-Term shareholder Value Vall Resorts Serves Up New Cullnary and Aprés Experiences at ts Worl
Slide 42: Questions or assistance voting your shares
I¥you have questions or need assistance voting your shares, please contact our proxy solictor Okapi Partners LLC at Banks and Brokerage Firms, Please Call: (212) 297-0720 Shareholders and All Others Call To Free: (855) 208-8903, VAILRESORTS Investor Contact ‘Media Contacts Pages
Slide 43: Your vote is important
VAILRESORTS: DeETOUREOARD —sHARHOLBERREOURCES YOUR VOTE IS Your vote matters and itis important that yaur shares of our common stock be represented at the Annual Meeting, regardless IMPORTANT. of the numberof shares that you hold
Slide 44: Board recommends voting FOR all nominees on WHITE proxy card
The Board recommends shareholders vote "FOR" ALL of Vail Resorts’ director nominees - Reginald A. Chambers, William J. Hornbuckle, Robert A. Katz, Iris Knobloch, Nadia N. Rawlinson, Michele Romanow, Hilary A. Schneider, D. Bruce Sewell and Peter A. Vaughn - on the WHITE proxy card provided by Vail V
Slide 45: How to vote
Voting your shares by proxy ensures that if you are unable to attend the Annual Meeting, your shares will stil be voted at the meeting, Voting now will not limit yur right to change your vate or to attend the Annual Meeting. Ifyou have questions or need assistance voting your shares, please contact
Slide 46: Vail Resorts Serves Up New Culinary and Après Experiences
24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 Vail Resorts Serves Up New Culinary and Après Experiences at its World-Class Ski Resorts this Winter ● The company’s largest investment in food to dat