UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~September 2820, 2019

PEAK RESORTS, INC.

(Exact name of registrant as specified in its charter)

Missouri	001-35363	43-1793922
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

17409 Hidden Valley Drive
Wildwood, Missouri		63025
(Address of principal executive offices)		(Zip Code)

(636) 938-7474

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SKIS	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). x Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn ~~previously~~September ~~disclosed~~20, in2019, ~~the~~Peak Resorts, ~~Current~~Inc. ~~Report~~(the on“Company”) ~~Form~~held ~~8-K~~a ~~filed~~Special onMeeting ~~July~~of ~~22,~~Shareholders ~~2019~~of bythe ~~Peak~~Company ~~Resorts~~(the “Special Meeting”) in Wildwood, ~~Inc~~Missouri. As of August 19, a2019, ~~Missouri~~the ~~corporation~~Company’s record date for the Special Meeting (the “~~Company~~Record Date”), there were 15,227,562 shares of the Company’s ~~entered~~common ~~into~~stock anoutstanding, ~~Agreement~~each ~~and~~entitled ~~Plan~~to ofone ~~Merger~~vote ~~(the~~per share, ~~“Merger~~for ~~Agreement”)~~an ~~with~~aggregate ~~Vail~~of ~~Holdings~~15,227,562 ~~Inc.~~votes, aand there were 40,000 shares of the Company’s Series A Cumulative ~~Colorado~~Convertible ~~corporation~~Preferred Stock (the “~~Parent~~Series A Preferred Stock”) outstanding, ~~VRAD~~for ~~Holdings~~aggregate votes of 6,359,300 ~~Inc~~(or 158.,9825 avotes ~~Missouri~~per ~~corporation~~share ~~and~~of ~~direct,~~Series ~~wholly-owned~~A ~~subsidiary of~~Preferred ~~Parent~~Stock, ~~and,~~which ~~solely~~number ~~for~~is equal to the ~~purposes~~number ~~stated~~of inshares ~~Section~~of ~~9.14~~common stock into which each such share of Series A Preferred Stock was convertible on the ~~Merger~~Record ~~Agreement~~Date). Therefore, ~~Vail~~a ~~Resorts~~total of 21,586,862 ~~Inc~~votes were eligible to be cast at the Special Meeting. At the Special Meeting, a19,259,847 ~~Delaware~~shares of the Company’s common ~~corporation~~stock outstanding and entitled to vote at the Special Meeting (~~“Vail~~including ~~Resorts”)~~the Series A Preferred Stock voting on an as-converted basis, ~~relating~~as calculated pursuant to the ~~proposed~~conversion ~~acquisition~~provisions of the ~~Company~~certificate of designation for the Series A Preferred Stock) were represented in person or by ~~Parent~~proxy, ~~subject~~constituting toapproximately 89% of the ~~terms~~outstanding shares entitled to vote and ~~conditions~~a ~~set~~quorum ~~forth~~to in conduct business at the ~~Merger~~Special ~~Agreement~~Meeting.

OnThe ~~August~~final ~~28,~~results ~~2019,~~for ~~the~~each ~~applicable~~of ~~waiting period under~~ the ~~Hart-Scott-Rodino~~proposals submitted ~~Antitrust~~to ~~Improvements~~a ~~Act~~vote of ~~1976,~~shareholders asat ~~amended (~~the ~~“HSR~~Special ~~Act”)~~Meeting, ~~expired~~as ~~with~~certified ~~respect to the proposed acquisition of the Company~~ by ~~Parent. Expiration of~~ the ~~waiting~~inspector ~~period under the HSR Act satisfies one~~ of ~~the~~elections, ~~conditions to~~are ~~the closing of the acquisition~~ set forth ~~in the Merger Agreement.~~below:

~~The~~Proposal ~~acquisition~~1: ~~remains~~To ~~subject~~adopt ~~to certain other closing conditions, including~~ the ~~affirmative~~merger ~~vote of the holders of at least two-thirds of the outstanding shares of the~~agreement ~~Company’s common stock~~ and ~~Series~~approve ~~A preferred stock entitled to vote at~~ the ~~special~~merger ~~meeting~~and of the ~~Company’s~~other ~~shareholders to~~transactions becontemplated ~~held on September 20, 2019, voting together as a single class on an as-converted basis~~thereby. ~~The acquisition is expected to be completed in fall 2019.~~

Additional Information and Where to Find It

For		Against		Abstain
19,249,199		1,747		8,901

InProposal ~~connection~~2: ~~with~~To adjourn the ~~proposed~~Special ~~merger,~~Meeting ~~the~~to ~~Company filed~~ a ~~definitive~~later ~~proxy~~date ~~statement,~~or ~~including a form of proxy~~dates, ~~with~~if ~~the~~necessary ~~Securities and Exchange Commission (the “SEC”) on August 20, 2019 and will file~~ or ~~furnish other relevant materials with the SEC. BEFORE MAKING ANY VOTING DECISION~~appropriate, ~~THE~~to ~~COMPANY’S SHAREHOLDERS~~solicit ~~ARE~~additional ~~URGED~~proxies TOif ~~READ~~there ~~THE~~are ~~PROXY~~insufficient ~~STATEMENT~~votes INto ~~ITS~~adopt ~~ENTIRETY AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION~~the ~~WITH~~merger ~~THE~~agreement ~~PROPOSED~~and ~~MERGER~~approve ORthe ~~INCORPORATED~~merger BYand ~~REFERENCE~~the INother ~~THE~~transactions ~~PROXY~~contemplated ~~STATEMENT,~~thereby IFat ~~ANY,~~the ~~BECAUSE~~time ~~THEY~~of ~~WILL~~the ~~CONTAIN~~Special ~~IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER~~Meeting. ~~THIS COMMUNICATION IS NOT A SUBSTITUTE FOR THE PROXY STATEMENT OR ANY OTHER DOCUMENT THAT MAY BE FILED BY THE COMPANY WITH THE SEC.~~

Investors and shareholders may obtain a free copy of documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. In addition, investors and shareholders may obtain a free copy of the Company’s filings with the SEC from the Company’s website at www.peakresorts.com or by directing a request by mail or telephone to: Peak Resorts, Inc., 17409 Hidden Valley Drive, Wildwood, Missouri 63025, Attention: Corporate Secretary, (636) 938-7474.

For		Against		Abstain
19,113,082		133,534		13,230

~~Participants~~No inother ~~the~~proposals ~~Solicitation~~were submitted for shareholder action.

~~The~~Each ~~Company, Vail Resorts and certain~~ of ~~their~~ ~~respective directors, executive officers, certain other members of management and employees of~~ the ~~Company~~proposals ~~and~~was ~~Vail~~approved ~~Resorts and agents retained~~ by the ~~Company~~requisite ~~may~~vote ~~be deemed to be participants in the solicitation~~ of ~~proxies from shareholders of the Company~~ ~~in favor of~~ the ~~proposed merger. Information about directors and executive officers of the~~ Company ~~and their ownership of the Company~~’s common stock isand ~~set~~Series ~~forth~~A inPreferred ~~the~~Stock, ~~Company’s~~voting ~~Annual~~together ~~Report on Form 10-K/A,~~ as ~~filed~~a ~~with~~single ~~the~~class ~~SEC~~ on ~~August~~an ~~27,~~as-converted ~~2019~~basis. ~~Certain~~Adjournment ~~directors, executive officers, other members~~ of ~~management and employees of~~ the ~~Company~~Special ~~may~~Meeting ~~have~~was ~~direct~~not necessary or ~~indirect~~appropriate ~~interests~~because ~~in the~~there ~~proposed~~were ~~merger~~sufficient ~~due~~votes toat ~~securities~~the ~~holdings,~~time ~~vesting~~ of ~~equity~~the ~~awards~~Special ~~and rights~~ Meeting to ~~severance~~approve ~~payments. Additional information regarding~~ the ~~direct~~proposal ~~and indirect interests of these individuals and other persons who may be deemed~~ to beadopt ~~participants in~~ the ~~solicitation~~ ismerger ~~included~~agreement inand ~~the~~approve ~~proxy statement with respect to~~ the merger ~~the~~and ~~Company filed with~~ the ~~SEC~~other ~~and~~transactions ~~furnished~~contemplated ~~to the Company’s shareholders~~thereby.

~~Forward-Looking~~The ~~Statements~~consummation of the merger remains subject to the satisfaction or waiver of certain closing conditions set forth in the merger agreement adopted by the Company’s shareholders and is expected to close on or about September 24, 2019.

~~Statements~~Item about the expected timing, completion and effects of the proposed merger and related transactions and all other statements in this Current Report on Form 8-K and the exhibits furnished or filed herewith, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 19957. When used in this report, the words “expect,” “believe,” “anticipate,” “goal,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements01. ~~Readers~~Regulation ~~are~~FD ~~cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements~~Disclosure. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. The Company may not be able to complete the proposed merger on the terms described above or other acceptable terms or at all because of a number of factors, including, but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) the failure to obtain Company shareholder approval or the failure to satisfy the closing conditions, (3) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed merger, (4) the effect of the announcement of the merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally, (5) the merger may involve unexpected costs, liabilities or delays, (6) the Company’s business may suffer as a result of the uncertainty surrounding the merger, including the timing of the consummation of the merger, (7) the outcome of any legal proceeding relating to the merger, (8) the Company may be adversely affected by other economic, business and/or competitive factors, and (9) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all, which may adversely affect the Company’s business and the price of its common stock.

~~Actual~~On ~~results~~September ~~may differ materially from those indicated by such forward-looking statements. In addition~~20, the forward-looking statements represent the Company’s views as of the date on which such statements were made. The Company anticipates that subsequent events and developments may cause its views to change. However2019, ~~although~~ the Company ~~may elect to update these forward-looking statements at some point in the future,~~issued ita ~~specifically~~press ~~disclaims~~release ~~any~~announcing ~~obligation to do so. These forward-looking statements should not be relied upon as representing~~ the ~~Company’s~~ ~~views~~results as of ~~any date subsequent to~~ the ~~date~~Special ~~hereof~~Meeting. ~~Additional~~A ~~factors~~copy ~~that may affect the business or financial results~~ of the ~~Company~~press ~~are~~release ~~described~~is infurnished ~~the~~hereto ~~risk factors included in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2019, filed with the SEC on June 28, 2019,~~ as ~~updated~~Exhibit ~~by the Company’s subsequent filings with the SEC~~99. ~~The Company expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences~~1.

No shareholder as of the Record Date has filed with the Company, before or at the Special Meeting, a written objection to the Merger that was approved at the Special Meeting.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated September 20, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 29, 2019
Dated: September 20, 2019
	PEAK RESORTS, INC.
	(Registrant)
	By:	/s/ Christopher J. Bub
	Name:	Christopher J. Bub
	Title:	Chief Financial Officer

Filing Compare · Peak Resorts Inc