14 unchanged sentences
Changes in Internal Control Over Financial Reporting
+Added: On May 2, 2024, we completed our acquisition of Crans-Montana.
+Added: Crans-Montana 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, 2024 did not include certain elements of the internal controls of Crans-Montana.
+Added: 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.
On August 3, 2022, we completed our acquisition of Andermatt-Sedrun.
1 unchanged sentence
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.
−Removed: 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: On December 31, 2021, we completed our acquisition of the Seven Springs Resorts.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: However, as of July 31, 2024, Andermatt-Sedrun is now included within our assessment of and conclusion on the effectiveness of our internal control over financial reporting.
+Added: Excluding Crans-Montana and Andermatt-Sedrun, there were no changes in the Company’s internal control over financial reporting during the year ended July 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION.
49 unchanged sentences
filed on October 17, 2016) (File No.
−Removed: 3.4 Amended and Restated Bylaws of Vail Resorts, Inc., dated December 7, 2011.
+Added: 3.4 Second Amended and Restated Bylaws of Vail Resorts, Inc., dated February 2, 2024.
(Incorporated by reference to Exhibit 3.1 on Form 8-K of Vail Resorts, Inc.
−Removed: filed on December 8, 2011) (File No.
+Added: filed on February 6, 2014) (File No.
4.1 Indenture, dated May 8, 2024, by and among Vail Resorts, Inc., the Guarantors named therein and U.S.
−Removed: Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.1 of Form 8-K of Vail Resorts, Inc.
+Added: Bank Trust Company, National Association, as Trustee (Incorporated by reference to Exhibit 4.1 of Form 8-K of Vail Resorts, Inc.
filed on May 8, 2024) (File No.
6 unchanged sentences
10.1 Forest Service Unified Permit for Heavenly ski area, dated April 29, 2002 (File No.
+Added: Number Description
10.2(a) Forest Service Unified Permit for Keystone ski area, dated December 30, 1996.
43 unchanged sentences
for the quarter ended October 31, 2002) (File No.
−Removed: 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: 10.7* Form of Restricted Share Unit Agreement.
−Removed: (Incorporated by reference to Exhibit 10.2 on Form 8-K of Vail Resorts, Inc.
−Removed: filed on December 7, 2015) (File Number 001-09614).
−Removed: 10.8* Form of Share Appreciation Rights Agreement.
−Removed: (Incorporated by reference to Exhibit 10.3 on Form 8-K of Vail Resorts, Inc.
−Removed: filed on December 7, 2015) (File Number 001-09614).
10.7* Vail Resorts Deferred Compensation Plan, effective as of January 1, 2005.
13 unchanged sentences
filed on May 30, 2013) (File No.
+Added: Number Description
10.11 Guaranty of Vail Resorts, Inc., dated May 29, 2013, in connection with the Master Agreement of Lease between VR CPC Holdings, Inc.
3 unchanged sentences
10.12* Vail Resorts, Inc.
−Removed: Management Incentive Plan (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
+Added: Management Incentive Plan (amended September 13, 2023) (Incorporated by reference to Exhibit 10.2 on Form 10-Q of Vail Resorts, Inc.
for the quarter ended October 31, 2023) (File No.
6 unchanged sentences
for the year ended July 31, 2020) (File Number 001-09614).
−Removed: 10.18(a) Eighth Amended and Restated Credit Agreement, Annex A to that certain Amendment Agreement, dated as of August 15, 2018, among Vail Holdings, Inc., as borrower, Bank of America, N.A., as administrative agent, U.S.
−Removed: Bank National Association and Wells Fargo, National Association, as co-syndication Agents, and the Lenders party thereto (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
−Removed: for the quarter ended October 31, 2018) (File No.
−Removed: 10.18(b) First Amendment to the Eighth Amended and Restated Credit Agreement, dated as of April 15, 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 (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
−Removed: for the quarter ended April 30, 2019) (File No.
−Removed: Number Description
−Removed: 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.
−Removed: (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
−Removed: for the quarter ended October 31, 2019) (File No.
−Removed: 10.18(d) Third Amendment to the Eighth Amended and Restated Credit Agreement, dated as of April 28, 2020, 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 (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
+Added: 10.16 Ninth Amended and Restated Credit Agreement, dated April 24, 2024 among Vail Holdings, Inc., as borrower, Bank of America, N.A.
+Added: as administrative agent, U.S.
+Added: Bank National Association and Wells Fargo, National Association as co-syndication Agents, and the Lenders party thereto (Incorporated by reference to Exh ibit 10.1 on Form 10-Q o f Vail Resorts, I nc.
for the quarter ended April 30, 2024) (File No.
−Removed: 10.18(e) Fourth Amendment to the Eighth Amended and Restated Credit Agreement, dated as of December 18, 2020, between Vail Holdings, Inc., as borrower, Vail Resorts, Inc.
−Removed: 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: (Incorporated by reference to Exhibit 10.1 on Form 8-K of Vail Resorts, Inc.
−Removed: filed on December 18, 2020) (File No.
−Removed: 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.
−Removed: 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: (Incorporated by reference to Exhibit 10.19(f) on Form 10-K of Vail Resorts, Inc.
−Removed: filed on September 28, 2022) (File No.
10.17 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.
4 unchanged sentences
filed on February 27, 2017) (File No.
−Removed: 10.22 Form of Separation Agreement and General Release (Incorporated by reference to Exhibit 10.1 on Form 8-K of Vail Resorts, Inc.
−Removed: filed on March 2, 2023) (File No.
+Added: 10.20 Form of Separation Agreement and General Release by and between Ryan Bennett and Vail Resorts, Inc .
+Added: dated October 12, 2023 (Incorporated by reference to Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc.
+Added: for the quarter ended October 31, 2023) (File No.
+Added: 19.1 Vail Resorts, Inc.
+Added: Fifth Amended and Restated Insider Trading Compliance Program.
21 Subsidiaries of Vail Resorts, Inc.
6 unchanged sentences
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1 Amended Executive Compensation Clawback Policy dated October 2, 2023.
101.INS XBRL Instance Document - the instance document does not appear in the interactive data file as its XBRL tags are embedded within the inline XBRL document.
36 unchanged sentences
Katz Director
+Added: /s/ Reginald Chambers
+Added: Reginald Chambers Director
Decker Director
+Added: /s/ Iris Knobloch
+Added: Iris Knobloch Director
/s/ Nadia Rawlinson
9 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.