A new Vail Resorts shareholder lawsuit accuses the company’s board of letting an alleged ski pass price-fixing scheme run unchecked. Thomas Stewart filed the complaint October 5 in the U.S. District Court for the District of Colorado (Case No. 1:26-cv-04956). He sued derivatively, meaning he is acting on behalf of Vail Resorts. The suit names nine current directors, including Chairman and CEO Rob Katz. None of the allegations have been tested or proven in court.
- Related: Vail, Alterra, Boyne, and Powdr Hit With New Antitrust Lawsuit Alleging Ski Pass Price-Fixing
Who the Vail Resorts Shareholder Lawsuit Names
The defendants are Katz, Reginald Chambers, Susan L. Decker, Iris Knobloch, Nadia Rawlinson, Michele Romanow, Hilary A. Schneider, D. Bruce Sewell and Peter A. Vaughn. Vail is a nominal defendant. Stewart says he has held Vail stock since January 2022. He is a Florida resident, and Shuman, Glenn & Stecker represents him.
What the Vail Resorts Shareholder Lawsuit Alleges
Stewart argues the directors either knew about the alleged scheme or ignored warning signs. The complaint treats Epic Pass and lift ticket pricing as the core risk the board had to watch. It cites Vail’s filings, which show pass products produced about 65% of lift revenue and 75% of visits in fiscal 2025.
The complaint also leans on Vail’s own code of ethics. According to the filing, the code warns against “signaling future lift ticket or season pass pricing.” It also bars sharing pricing information with competitors.
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Stewart also points to public remarks by Katz. The complaint says Katz told The New York Times that Vail set day-ticket prices aggressively on purpose to push customers toward the Epic Pass. It adds that he told The Wall Street Journal that Vail led an industry-wide shift in lift ticket pricing.
Finally, the complaint ties Vail leaders to the trade group at the center of the Green case. It says Vail’s Patricia Campbell served as vice chair, then chair, of the National Ski Areas Association (NSAA). It also says Katz appeared at NSAA national conventions in 2022 and 2026.
The 2024 Proxy Claim
Stewart’s securities claim targets Vail’s October 23, 2024, proxy statement. That filing asked shareholders to approve the 2024 Omnibus Incentive Plan, which pays directors and officers in equity. The complaint says the proxy told shareholders that executives followed the code and that the board and Audit Committee oversaw legal compliance. It also said the plan would link pay to performance.
Stewart calls those statements misleading. He alleges the scheme was underway at the time and inflated measures the plan can use to set awards, including EBITDA, revenue and net income. He brings the claim under Section 14(a) of the Securities Exchange Act and SEC Rule 14a-9. The complaint says the claim rests on negligence alone and does not allege fraud.
The suit has three counts: breach of fiduciary duty, the Section 14(a) claim, and unjust enrichment. Stewart seeks damages for Vail, governance reforms and the return of compensation. He also seeks legal fees and a jury trial.
Why Stewart Skipped a Demand
Stewart did not first ask the board to sue. He says that would be futile because the nine directors face a substantial likelihood of liability or lack independence. The complaint says he needs to show this for only five of the board’s 10 members. It names William J. Hornbuckle as the tenth director and a non-party. It also singles out Chambers, Sewell and Vaughn for their roles on the Audit Committee.
A Second Vail Resorts Shareholder Lawsuit Since August
This is the second shareholder lawsuit SnowBrains has reported over the alleged scheme. Shareholder Gary Peterson sued Vail and its board in late August. In that case, A Vail Resorts spokesperson disputed the claims in a statement: “We believe that the claims are without merit and will defend the company and our board of directors vigorously.” SnowBrains has not found a public response from Vail to Stewart’s complaint.
How the Epic Pass Antitrust Cases Fit In
Both shareholder suits build on two consumer antitrust cases. Four skiers filed Goloja v. Vail Resorts on March 23. That suit alleges Vail and Alterra used bundling and high day-ticket prices to steer skiers toward season passes. Vail filed a motion to dismiss on June 18. SnowBrains reported in August that the motion remained pending.
Then, on August 5, three skiers filed Green v. Vail Resorts. It names Vail, Alterra Mountain Company, Boyne Resorts, Powdr Corp., research firm RRC Associates, and the NSAA. The plaintiffs allege the companies exchanged confidential revenue, cost, and pricing data to raise and stabilize prices. Stewart’s complaint says both cases seek treble damages and injunctive relief that could reach the company’s structure, including divestiture.
What the Vail Resorts Shareholder Lawsuit Means for Vail’s Board Fight
The filing lands during a hard stretch for the company. For the full fiscal year, Vail reported $147.5 million in net income, down from $280 million a year earlier. Pass product unit sales were also down approximately 12% through September 18 compared with the same period a year earlier.
Meanwhile, activist investor Oasis Management is pressing for board seats. Oasis raised its stake in Vail from 7.4% to 9%, according to a September 29 SEC filing. It has nominated four candidates: Robert Chapek, M. Ashton Hudson, Bryce Roberts, and Picabo Street. Vail has not set a date for its 2026 annual meeting, which usually falls in December.
Decker, one of the defendants, will not seek re-election. Vail has said its board will have nine members after the meeting, down from 10. Separately, Cloudflare CEO Matthew Prince keeps pushing Vail to sell Park City Mountain. For now, Vail Resorts maintains it will keep Park City Mountain.
- Related: Oasis Management Increases Stake in Vail Resorts to 9% as Proxy Fight Intensifies
- Related: Oasis Management Nominates Four Directors to Vail Resorts Board, Escalating Potential Proxy Fight
- Related: A Battle for Park City Mountain, UT: Billionaire Matthew Prince vs. Vail Resorts Empire
What Comes Next
The filings do not show how Vail will respond in court. The summons gives defendants 21 days after service to answer or file a motion. The documents do not show when service occurred. SnowBrains will update this story as the case moves.
