14 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: On December 31, 2021, we completed our acquisition of the Seven Springs Resorts.
−Removed: The Seven Springs Resorts were not previously subject to the rules and regulations promulgated under the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), and accordingly were not required to establish and maintain an internal control infrastructure meeting the standards promulgated under Sarbanes-Oxley.
−Removed: Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2022 did not include certain elements of the internal controls of the Seven Springs Resorts.
+Added: On August 3, 2022, we completed our acquisition of Andermatt-Sedrun.
+Added: Andermatt-Sedrun was not previously subject to the rules and regulations promulgated under Sarbanes-Oxley and accordingly was not required to establish and maintain an internal control infrastructure meeting the standards promulgated under Sarbanes-Oxley.
+Added: Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2023 did not include certain elements of the internal controls of Andermatt-Sedrun.
This exclusion is in accordance with the Securities and Exchange Commission’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition.
−Removed: Excluding the Seven Springs Resorts, there were no changes in the Company’s internal control over financial reporting during the year ended July 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: On December 31, 2021, we completed our acquisition of the Seven Springs Resorts.
+Added: In accordance with the SEC’s general guidance for recently acquired businesses, our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of the fiscal year ended July 31, 2022 did not include certain elements of the internal controls of the Seven Springs Resorts.
+Added: However, as of July 31, 2023, the Seven Springs Resorts are now included within our assessment of and conclusion on the effectiveness of our internal control over financial reporting.
+Added: Excluding Andermatt-Sedrun and the Seven Springs Resorts, there were no changes in the Company’s internal control over financial reporting during the year ended July 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION.
+Added: Director and Officer Rule 10b5-1 Trading Arrangements
+Added: During the three months ended July 31, 2023, none of the Company’s directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” (each as defined in Item 408 of Regulation S-K).
DISCLOSURE REPORTING REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
46 unchanged sentences
filed on October 17, 2016) (File No.
−Removed: Number Description
3.4 Amended and Restated Bylaws of Vail Resorts, Inc., dated December 7, 2011.
56 unchanged sentences
for the quarter ended October 31, 2002) (File No.
+Added: Number Description
10.4(b) Exhibits to Forest Service Unified Permit for Beaver Creek ski area.
38 unchanged sentences
filed on December 10, 2009) (File No.
−Removed: Number Description
10.7* Form of Restricted Share Unit Agreement.
7 unchanged sentences
for the year ended July 31, 2009) (File No.
−Removed: 10.10(a)* Executive Employment Agreement made and entered into October 15, 2008 by and between Vail Resorts, Inc.
−Removed: and Robert A.
−Removed: (Incorporated by reference to Exhibit 10.1 of the report on Form 10-Q of Vail Resorts, Inc.
−Removed: for the quarter ended October 31, 2008) (File No.
−Removed: 10.10(b)* First Amendment to Executive Employment Agreement, dated September 30, 2011, by and between Vail Resorts, Inc.
−Removed: and Robert A.
−Removed: Katz (Incorporated by reference to Exhibit 10.1 on Form 8-K of Vail Resorts, Inc.
−Removed: filed September 30, 2011) (File No.
−Removed: 10.10(c)* Second Amendment to Executive Employment Agreement, dated April 11, 2013, by and between Vail Resorts, Inc.
−Removed: and Robert A.
−Removed: (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
−Removed: for the quarter ended April 30, 2013) (File No.
10.10* Executive Employment Agreement, between Vail Resorts, Inc.
29 unchanged sentences
for the quarter ended April 30, 2019) (File No.
+Added: Number Description
10.18(c) Second Amendment to the Eighth Amended and Restated Credit Agreement, dated as of September 23, 2019, among Vail Holdings, Inc., as borrower, and Bank of America, N.A., as administrative agent, on its own behalf and on behalf of the Lenders party thereto.
7 unchanged sentences
filed on December 18, 2020) (File No.
−Removed: Number Description
10.18(f) Fifth Amendment to the Eighth Amended and Restated Credit Agreement, dated as of August 31, 2022, between Vail Holdings, Inc., as borrower, Vail Resorts, Inc.
and certain subsidiaries of Vail Resorts, Inc., as guarantors, and Bank of America, N.A., as administrative agent, on its own behalf and on the behalf of the Lenders party thereto.
−Removed: 10.20(a) Amended and Restated Credit Agreement and the amendments thereto, dated as of November 12, 2013, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, the Financial Institutions named therein, The Toronto-Dominion Bank, as administrative agent, TD Securities, as lead arranger and sole bookrunner, and Royal Bank of Canada, Bank of Montreal, Wells Fargo Bank, N.A., Canadian Branch, and Bank of America, N.A., Canadian Branch, as co-documentation agents (Incorporated by reference to Exhibit 10.3 on Form 10-Q of Vail Resorts, Inc.
−Removed: for the quarter ended October 30, 2016) (File No.
−Removed: 10.20(b) Third Amending Agreement, dated as of February 10, 2017, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the Lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
−Removed: for the quarter ended January 31, 2017) (File No.
−Removed: 10.20(c) Fourth Amending Agreement, dated as of November 30, 2018, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
−Removed: for the quarter ended January 31, 2019) (File No.
−Removed: 10.20(d) Fifth Amending Agreement, dated as of November 21, 2019, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the Lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
−Removed: for the quarter ended January 31, 2019) (File No.
−Removed: 10.20(e) Sixth Amending Agreement, dated as of December 6, 2021, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the Lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
−Removed: for the quarter ended January 31, 2022) (File No.
+Added: (Incorporated by reference to Exhibit 10.19(f) on Form 10-K of Vail Resorts, Inc.
+Added: filed on September 28, 2022) (File No.
+Added: 10.19 Second Amended and Restated Credit Agreement, dated as of April 14, 2023, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party hereto, the Financial Institutions named herein, The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the Lenders (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
+Added: for the quarter ended April 30, 2023) (File No.
10.20 Whistler Mountain Master Development Agreement, dated as of February 23, 2017, between Her Majesty the Queen in Right of the Province of British Columbia and Whistler Mountain Resort Limited Partnership (Incorporated by reference to Exhibit 10.1 on Form 8-K of Vail Resorts, Inc.
2 unchanged sentences
filed on February 27, 2017) (File No.
+Added: 10.22 Form of Separation Agreement and General Release (Incorporated by reference to Exhibit 10.1 on Form 8-K of Vail Resorts, Inc.
+Added: filed on March 2, 2023) (File No.
21 Subsidiaries of Vail Resorts, Inc.
18 unchanged sentences
Vail Resorts, Inc.
−Removed: /s/ Michael Z.
+Added: /s/ Angela A.
Executive Vice President and
9 unchanged sentences
POWER OF ATTORNEY
−Removed: Each person whose signature appears below hereby constitutes and appoints Michael Z.
−Removed: Barkin or Nathan Gronberg his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Form 10-K and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Form 10-K and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: Each person whose signature appears below hereby constitutes and appoints Angela A.
+Added: Korch or Nathan Gronberg his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Form 10-K and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Form 10-K and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on September 28, 2023.
2 unchanged sentences
Lynch (Principal Executive Officer)
−Removed: /s/ Michael Z.
−Removed: Barkin Executive Vice President and Chief Financial Officer
−Removed: Barkin (Principal Financial Officer)
+Added: /s/ Angela A.
+Added: Korch Executive Vice President and Chief Financial Officer
+Added: Korch (Principal Financial Officer)
/s/ Nathan Gronberg Vice President, Controller and Chief Accounting Officer
15 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.