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Vail Resorts Responds To Land & Buildings

Here's the presentation that Vail refers to. It was yesterday's presentation on by Land & Buildings related to MGM. Recall that Vail ousted one of its board members because he having meetings with L&B as it related to MGM. The lead on the Vail board is also lead at on the MGM board. 


Today, Vail Resorts responded to certain accusations and insinuations being made by Land and Buildings Investment Management, LLC ("Land and Buildings") in their most recent press release and presentation related to MGM Resorts International ("MGM") regarding the circumstances of the resignation of Richard Kincaid from the Vail Resorts Board of Directors. First, to avoid even the appearance of a potential conflict, Roland Hernandez did not participate in the Vail Resorts Board of Directors' discussion that led to the resignation of Mr. Kincaid, nor did Mr. Hernandez lobby or try to influence the outcome of those discussions in any way. Second, the Vail Resorts Board of Directors has no prohibition against its directors serving as a director nominee for an "activist" investor. Third, Vail Resorts treats its discussions with Mr. Kincaid as confidential. However, given that Mr. Kincaid has already shared these discussions with the media and with Land and Buildings, Vail Resorts believes it's appropriate to provide background for these events.

Vail Resorts was first alerted to Mr. Kincaid's involvement as a director nominee for MGM through a Land and Buildings public SEC filing. Vail Resorts governance guidelines require that before directors accept an invitation to serve on another public board of directors, they should inform the Nominating & Governance Committee, which is the Committee responsible for reviewing whether other board service would present a conflict or otherwise not be in the best interests of Vail Resorts. Prior to the Vail Resorts Board of Directors discussing the matter, Mr. Kincaid indicated that regardless of the views of the Vail Resorts Board of Directors, he would not withdraw from the MGM situation. Mr. Kincaid indicated that if asked, he would resign from the Vail Resorts Board of Directors, but Mr. Kincaid cautioned that if he was asked to resign, Land and Buildings would likely attempt to make Vail Resorts an "issue" in the MGM situation, which could be detrimental to Vail Resorts. After reviewing Mr. Kincaid's actions and statements, the Vail Resorts Board of Directors (excluding Mr. Hernandez) discussed the situation and asked Mr. Kincaid to resign, which he did. Vail Resorts' governance guidelines are in place to protect the interests of Vail Resorts' shareholders and the Vail Resorts Board of Directors makes its decisions solely on the basis of what is in the best interests of Vail Resorts.