Pursuit Attractions & Hospitality, Inc.
For the period ended May 22, 2025. Filed Apr 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 9, 2025
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Contents
Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Pursuit Attractions and Hospitality, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☑ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in the exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2025 Notice of Annual Meeting and Proxy Statement
| April 9, 2025Dear Fellow Shareholder: We invite you to attend the 2025 Annual Meeting of Shareholders, which will be held virtually on Thursday, May 22, 2025, at 8:00 a.m. MDT. The Annual Meeting will be a completely virtual meeting of shareholders conducted via live audio webcast to enable our shareholders to participate from any location. You will be able to attend the Annual Meeting online by registering at www.proxydocs.com/PRSU using the control number which appears on your Notice of Internet Availability of proxy materials, on your proxy card (printed in the gray box), or on any additional voting instructions that accompanied your proxy materials. You will have the ability to submit questions in advance of, and real-time during, the Annual Meeting via the meeting website.We have produced an interactive proxy statement that will provide our shareholders with better capability to navigate through the document, making key information easier to find and evaluate. The interactive proxy statement is accessible at www.proxydocs.com/PRSU prior to and during the Annual Meeting.Your vote is important, and whether or not you plan to participate in the meeting, please complete and return your proxy card to designate the proxies to vote your shares. Thank you for continuing to support our company. | |
| Sincerely, | |
| Joshua E. Schechter | David W. Barry |
| Chairman of the Board | President and Chief Executive Officer |
| This proxy statement is dated April 9, 2025, and is first being made available to shareholders via the internet on or about April 9, 2025. Iconic Unforgettable Inspiring |
Time and Date8:00 a.m. MDT, Thursday, May 22, 2025Online check-in will be available beginning at 7:45 a.m. MDT. Please allow ample time for the online check-in process.
PlaceThis year’s meeting will be held via the internet through a virtual web conference at www.proxydocs.com/PRSU.To participate in the Annual Meeting, you will need your control number which appears on your Notice of Internet Availability of proxy materials, on your proxy card (printed in the gray box), or on any additional voting instructions that accompanied your proxy materials.
Pursuit Attractions and Hospitality, Inc.1401 17th Street, Suite 1400Denver, Colorado 80202
Notice of 2025 Annual Meeting of Shareholders
VotingIf you were a shareholder on the Record Date, you may vote at the Annual Meeting. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other matters to be voted on.
Matters to be voted on
| Proposal · Board Recommendations · Page | |||
|---|---|---|---|
| 1 | Elect three Class III directors (David W. Barry, Beverly K. Carmichael and Denise M. Coll) to serve until the 2028 annual meeting of shareholders, one Class II director (Brian P. Cassidy) to serve until the 2027 annual meeting of shareholders and one Class I director (Jill H. Bright) to serve until the 2026 annual meeting of shareholders; | FOReach nominee | 9 |
| 2 | Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025; | FOR | 75 |
| 3 | Approve, on an advisory basis, the compensation of our named executive officers; and | FOR | 77 |
| 4 | Any other business that may properly come before the meeting or any adjournment thereof. | ||
Your vote is important! Please submit your proxy as soon as possible to ensure that your shares are represented regardless of whether you participate in the meeting. This notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information. Shareholders should access and review all proxy materials before voting.
By Order of the Board of Directors,
Catherine Tang
Chief Legal Officer and Corporate Secretary
April 9, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders on May 22, 2025:
Our Notice of 2025 Annual Meeting of Shareholders, Proxy Statement, and 2024 Annual Report on Form 10-K are available at www.proxydocs.com/PRSU
Proxy Statement
Our Board of Directors (the “Board”) is providing this Proxy Statement in connection with Pursuit’s 2025 Annual Meeting of Shareholders (“Annual Meeting”) to be held via the internet through a virtual web conference on Thursday, May 22, 2025, at 8:00 a.m. MDT, and any adjournment or postponement thereof. To participate in the meeting online, shareholders should register atwww.proxydocs.com/PRSU.
Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) are being first released or mailed on or about April 9, 2025, to all shareholders entitled to vote at the Annual Meeting. In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each record shareholder, we may furnish proxy materials by providing internet access to those documents. This Notice contains instructions on how to access our proxy materials and vote online, or in the alternative, request a paper copy of the proxy materials and a proxy card.
Table of Contents
| Proposal 1: Election of Directors | 9 |
|---|---|
| Skills, Qualifications, and Experience of Directors | 9 |
| Board Structure | 9 |
| Director Nominees | 10 |
| Nominees for Election as Director | 11 |
| Directors Continuing in Office | 16 |
| Executive Officer Biographical Information | 18 |
| Board of Directors and Corporate Governance | 19 |
| Corporate Governance Highlights | 19 |
| Corporate Governance Policies and Practices | 20 |
| Board Leadership | 21 |
| Risk Oversight | 21 |
| Committees and Director Independence | 22 |
| Board Meetings and Annual Meeting of Shareholders | 23 |
| Meetings of Non-Management Directors | 24 |
| Board Composition and Refreshment | 24 |
| Director Nominations | 24 |
| Communication with Our Board | 25 |
| Related Person Transactions | 25 |
| Human Resources Committee Interlocks and Insider Participation | 25 |
| Director Compensation | 26 |
| Stock Ownership Information | 28 |
| Delinquent Section 16(a) Reports | 31 |
| Human Resources Committee Report | 32 |
| Compensation Discussion and Analysis | 33 |
| Executive Compensation | 54 |
| Summary Compensation Table For Fiscal Years Ended 2024, 2023, and 2022 | 54 |
| Post-Employment Arrangements | 55 |
| Employment Agreements | 55 |
| Grants of Plan-Based Awards For Fiscal Year Ended December 31, 2024 | 56 |
| Outstanding Equity Awards at Fiscal Year Ended December 31, 2024 | 57 |
TABLE OF CONTENTS
| Option Exercises and Stock Vested For Fiscal Year Ended December 31, 2024 | 58 |
|---|---|
| Pension Benefits for Fiscal Year Ended December 31, 2024 | 58 |
| Non-Qualified Deferred Compensation for Fiscal Year Ended December 31, 2024 | 59 |
| Potential Payments Upon Employment Termination or Change in Control | 59 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 66 |
|---|---|
| CEO Pay Ratio | 67 |
| Pay Versus Performance | 68 |
| Audit Committee Report for the Year Ended December 31, 2024 | 73 |
| Proposal 2: Ratification of the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2025 | 75 |
| Audit Committee Pre-Approval Policy | 75 |
| Fees and Services of Independent Registered Public Accounting Firm | 76 |
| Proposal 3: Advisory Approval of Named Executive Officer Compensation | 77 |
| General Information About the Annual Meeting | 78 |
| Who Can Vote | 78 |
| Board Recommendations on Proposals | 78 |
| Voting Requirements | 79 |
| Participation in the Annual Meeting | 79 |
| Voting Your Proxy | 80 |
| Eliminating Duplicative Proxy Materials | 80 |
| Other Business | 81 |
| Solicitation of Proxies | 81 |
| How to Vote | 81 |
| Revoking Your Proxy | 82 |
| Submission of Shareholder Proposals and Director Nominations | 83 |
| Availability of Materials | 84 |
| References to “we,” “us,” “our,” “the Company,” and “Pursuit” refer to Pursuit Attractions and Hospitality, Inc. and its subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on December 31. | |
Forward-Looking Statements
This proxy statement contains a number of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words, and variations of words, such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “outlook,” “plan,” “potential,” “seek,” “target,” “will,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, initiatives, intentions, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements.
Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to, the following:
general economic uncertainty in key global markets and a worsening of global economic conditions;
seasonality of our businesses;
the competitive nature of the industries in which we operate;
travel industry disruptions;
changes in consumer tastes and preferences for recreational activities;
natural disasters, weather conditions, accidents, and other catastrophic events;
accidents and adverse incidents at our hotels and attractions;
sufficiency and cost of insurance coverage;
the impact of financial covenants on our operational and financial flexibility;
risks of new capital projects not being commercially successful;
our ability to fund capital expenditures;
our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;
failure to adapt to technological developments or industry trends;
our inability to realize the strategic, financial or operational benefits from the sale of the GES Business;
conducting business globally;
our exposure to currency exchange rate fluctuations;
liabilities relating to prior and discontinued operations;
the importance of key members to our business;
labor shortages;
our exposure to cybersecurity attacks and threats;
compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data;
our exposure to litigation in the ordinary course of business;
changes in federal, state, local or foreign tax laws;
extensive environmental requirements;
volatility in our stock price; and
stock price and trading volumes affected by reports issued by securities industry analysts.
For a more complete discussion of the risks and uncertainties that may affect our business or financial results, refer to “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. These statements are based upon information available to us as of the date hereof and we disclaim and do not undertake any obligation to update or revise any forward-looking statement in this proxy statement except as required by applicable law or regulation.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.