Oasis Management filed paperwork with the U.S. Securities and Exchange Commission (SEC) Wednesday, Sept. 16, to begin a proxy fight.
That’s when a shareholder tries to replace existing board members and influence a business’s strategy. Oasis did that last week.
Vail Resorts announced Sept. 11 that the Hong Kong-based hedge fund had made four board recommendations. Those include two-time Olympian and Parkite Picabo Street, former Disney CEO Robert Chapek of Florida, Florida-based financier M. Ashton Hudson and Utah venture capitalist Bryce Roberts.
Former SEC enforcement division associate director Bill Baker said the recommendation meant Oasis had to change its beneficial ownership report from a Schedule 13G to a 13D. The report is required when an investor owns a significant portion of shares — or more than 5%. Oasis owns about 6.5%.
“Schedule 13G indicates a purely investment intent by an asset manager,” he said. “The Schedule 13D can allow the filer, the investor, more flexibility in how they'll deal with their investment.”
Oasis has now filed its 13D, which lays out the hedge fund's vision for the future of Vail Resorts. Baker said the filing essentially says Oasis believes steps can be taken to make Vail more profitable.
According to the 13D, Oasis leaders believe a reconstituted board would help Vail achieve “improved operational efficiency, enhanced food and beverage offerings, stronger partnerships with host mountain communities, and expanded year-round programming.”
The filing also calls the company’s 42 resorts across four countries — including Park City Mountain — “irreplaceable.” This suggests Oasis may not sell off resorts as rumors previously suggested.
“There's nothing in the disclosure that would prevent them from putting forth a plan that would allow or require Vail to sell some assets, but my read of the 13D is they are focused more on management of Vail as it exists today,” Baker said.
Park City billionaire and Cloudflare CEO Matthew Prince first called on Vail to sell Park City Mountain to him in 2025. He expressed interest again in August.
Baker said it’s unclear how serious the proxy fight will be.
“We haven't seen a great deal of activity yet, or I'm certainly not aware of it, in terms of contacting other investors and seeing whether they'll line up behind the Oasis candidates or not,” he said. “The proxy fight is if they can persuade existing investors to vote for the Oasis nominees as opposed to the Vail Corporation nominees.”
Baker said it’s possible Oasis will reach an agreement with Vail to place some of the firm’s nominated directors on the board along with resort company recommendations.
Vail said its board will provide a recommended slate of nominees after the candidates are vetted. Those are filed with the SEC and distributed to eligible voting shareholders ahead of the board’s annual meeting. A meeting date has not been set.
The 13D says Oasis’ three of its board recommendations are entitled to receive $50,000 of Vail common stock.
The document also states Chapek plans to stand for election to become a Vail director and Oasis has agreed to pay him $100,000 per month. If Chapek becomes a director, Oasis will also give him a $500,000 forgivable loan to purchase shares of common stock.
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