Hedge Funds
Vail Resorts says Cloudflare's Prince helped shape Oasis board slate as proxy fight escalates
The ski operator's filing says Matthew Prince introduced two of the Hong Kong hedge fund's four nominees. Prince says he suggested names but did not choose them.
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Vail Resorts has accused Oasis Management of working with Cloudflare chief executive Matthew Prince on its campaign for board seats. In an SEC filing dated October 19, Vail said Prince introduced two of Oasis's four director nominees, Olympic skier Picabo Street and Utah venture capitalist Bryce Roberts, to the Hong Kong-based hedge fund about a week before they were nominated. Vail said the timing raises questions about possible conflicts of interest.
Oasis owns 9.6% of Vail's common stock and started the proxy contest in September. On October 19 it filed a preliminary proxy statement arguing that a reshaped board would make the resort operator more profitable. Its other nominees are former Disney chief executive Robert Chapek and Florida financier M. Ashton Hudson. Vail wants shareholders to re-elect its current directors and to shrink the board to nine seats from ten. Chief executive Robert Katz told investors the board backs none of the Oasis candidates.
Prince, a Park City resident, has said publicly that he wants to buy Park City Mountain, which Vail operates. In an email to local media he said he sent Oasis about a dozen possible names, including Street and Roberts, and had no say in whom the fund chose. He added that he had discussed his Park City plans with the two only at a cursory level. Vail also said Street and Roberts showed little knowledge of its business in board interviews. It acknowledged that Chapek is the only Oasis nominee with relevant industry experience. No date has been set for the annual meeting, which Vail usually holds in early December.
Why it matters: Oasis is better known for activism in Japan, and this is a high-profile US campaign for the fund. Vail's attempt to link part of the slate to a would-be buyer of one of its resorts is a common defence: it presents the nominees as conflicted rather than debating operations. For event-driven and activist allocators, the result will hinge on how proxy advisers and Vail's large holders view that argument against Oasis's case that the company is underperforming.