8-K

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): January 9, 2015

Intrawest Resorts Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36286	46-3681098
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

1621 18th Street, Suite 300, Denver, Colorado 80202

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (303) 749-8200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Chief Financial Officer

On January 9, 2015, Gary W. Ferrera submitted a notice of resignation from his position as Chief Financial Officer (“CFO”) of Intrawest Resorts Holdings, Inc. (the “Corporation”), effective as of the close of business on January 12, 2015. Mr. Ferrera will be entitled to receive a continuation of his salary and benefits through his 30-day notice period in accordance with his Amended and Restated Employment Agreement. Mr. Ferrera’s Amended and Restated Employment Agreement is attached as Exhibit 10.4 to the Corporation’s Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2014 and the form of Mr. Ferrera’s Restricted Stock Unit Agreement is attached as Exhibit 10.32 to the Corporation’s Amendment No. 3 to Form S-1 Registration Statement filed with the SEC on January 21, 2014.

Appointment of Chief Financial Officer

On January 11, 2015, the Corporation’s board of directors appointed Travis J. Mayer to serve as the CFO of the Corporation, effective upon the effectiveness of Mr. Ferrera’s resignation. In this role, Mr. Mayer will act as the Corporation’s principal financial officer. Prior to his appointment as CFO, Mr. Mayer, age 32, served as the Executive Vice President, Operations and Business Development of the Corporation since March 2014. Prior to that, he served as Senior Vice President, Financial Analysis, Planning & Business Development of the Corporation since July 2013. From 2007 until July 2013, Mr. Mayer held various finance and business development positions at the Corporation. As the Executive Vice President, Operations and Business Development of the Corporation, Mr. Mayer was a member of the executive team and oversaw the Corporation’s operations, and mergers and acquisitions. Prior to joining the Corporation, Mr. Mayer was a member of the U.S. Ski Team for eight years and represented the U.S. at two Olympic Games, earning a silver medal in the 2002 Olympics in Salt Lake City, Utah. Mr. Mayer holds an M.B.A. from Harvard Business School and a B.S. from Cornell University, summa cum laude.

On January 12, 2015, the Corporation entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Mr. Mayer in connection with his promotion to CFO. The following summary of the terms of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto, and which is incorporated herein by reference. Except for changes to his title and responsibilities, as well as minor changes to reconcile the agreement with recent changes to the Corporation’s policies, the Employment Agreement is substantially the same as Mr. Mayer’s Amended and Restated Employment Agreement dated May 13, 2014, as amended by the first amendment thereto dated September 11, 2014, which are attached as Exhibits 10.2 and 10.6, respectively, to the Corporation’s Form 10-Q filed with the SEC on November 10, 2014, each of which are incorporated herein by reference. The Employment Agreement does not reflect any additional compensation that was not included in Mr. Mayer’s prior employment agreement.

Pursuant to the Employment Agreement, Mr. Mayer will serve as the Corporation’s Executive Vice President, Chief Financial Officer and Treasurer. The Employment Agreement provides that Mr. Mayer will receive a base salary of $300,000 and is eligible to receive a target bonus of 75% of his base salary under the terms of the Corporation’s annual performance-based cash bonus plan. The Employment Agreement also provides that Mr. Mayer is eligible to participate in all of the Corporation’s benefits, retirement and perquisite plans generally available to the Corporation’s similarly-situated executives.

The Employment Agreement provides that, if Mr. Mayer’s employment is terminated by the Corporation other than for cause or by Mr. Mayer for good reason, he will receive (i) continued base salary payments for 12 months, less any income received from alternate employment during such 12-month period, (ii) any unpaid annual bonus with respect to the prior year, plus a pro-rated annual bonus for the year of termination, and (iii) continuation of health benefits for 12 months. For purposes of the Employment Agreement, "good reason" means, in summary, (a) a reduction in base salary (other than an across-the-board reduction affecting all senior executives), (b) a relocation of principal place of employment to another country or a location more than fifty miles from Mr. Mayer's current principal place of employment, (c) a material and adverse alteration in responsibilities or title, or (d) an intentional material breach by the Corporation of the employment agreement.

The Employment Agreement further provides that if Mr. Mayer’s employment is terminated by the Corporation without cause or by Mr. Mayer for good reason within 12 months following a "change in control" (as defined in the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan), he will receive the benefits described in the preceding paragraph, except that he will receive base salary payments for the 12-month period in full, regardless of any income received from alternate employment during such 12-month period.

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The Employment Agreement contains standard provisions for non-competition and non-solicitation of the Corporation’s employees that become effective as of the date of Mr. Mayer’s termination of employment and that continue for one year thereafter. The Employment Agreement also contains standard perpetual provisions relating to confidentiality, intellectual property and non-disparagement.

There are no family relationships between Mr. Mayer and any director or other executive officer of the Corporation and he was not selected by the Corporation’s board of directors to serve as CFO pursuant to any arrangement or understanding with any person.

Item 7.01. Regulation FD Disclosure.

On January 13, 2015, Intrawest Resorts Holdings, Inc. (the “Company”) issued a press release announcing preliminary ski season metrics. A copy of the press release is attached hereto as Exhibit 99.1

Item 8.01. Other Events

Press Release Announcing Appointment of New CFO

On January 13, 2015, the Corporation issued a press release announcing the appointment of Mr. Mayer as the new Chief Financial Officer of the Corporation. A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement, dated January 12, 2015, by and between Intrawest Resorts Holdings, Inc. and Travis J. Mayer.
99.1	Press Release of Intrawest Resorts Holdings, Inc. dated January 13, 2015 announcing season-to-date results.
99.2	Press Release of Intrawest Resorts Holdings, Inc. dated January 13, 2015 announcing the appointment of a new Chief Financial Officer.

The information in Item 7.01 of this Current Report on Form 8-K, including the Exhibit attached hereto as Exhibit 99.1, is being furnished in accordance with the provisions of General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, that is being furnished under Item 7.01 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURE

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.

	Intrawest Resorts Holdings, Inc.
	By:	/s/ Thomas F. Marano
		Thomas F. Marano
		Chief Executive Officer
Date: January 13, 2015

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Exhibit No.	Description
10.1	Amended and Restated Employment Agreement, dated January 12, 2015, by and between Intrawest Resorts Holdings, Inc. and Travis J. Mayer.
99.1	Press Release of Intrawest Resorts Holdings, Inc. dated January 13, 2015 announcing season-to-date results.
99.2	Press Release of Intrawest Resorts Holdings, Inc. dated January 13, 2015 announcing the appointment of a new Chief Financial Officer.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of January 12, 2015, by and between Intrawest Resorts Holdings, Inc. (the “Corporation”) and Travis Mayer (the “Executive”).

WHEREAS, the Corporation and Executive entered into that certain Employment Agreement dated May 13, 2014 (as such agreement has been modified by the adoption of a Flexible Time-Off Policy effective as December 31, 2014, the “Employment Agreement”); and

WHEREAS, the Corporation and Executive desire to amend the Employment Agreement with respect to Executive’s position and title.

NOW, THEREFORE in consideration of the mutual promises, covenants and agreements contained herein together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Executive agree as following:

1.    Capitalized terms used herein, but not defined in this Amendment, shall have the meaning assigned to them in the Employment Agreement.

2.    Subsection (a) of Section 2 of the Employment Agreement is hereby amended to read as follows:

“(a)    Position and Reporting. During the Employment Term, the Executive shall serve as the Executive Vice President, Chief Financial Officer and Treasurer of the Corporation and shall report directly to the Chief Executive Officer of the Corporation (the “CEO”).”

3.    Subsection (b) of Section 2 of the Employment Agreement is hereby amended to read as follows:

“(b)    Duties and Responsibilities. During the Employment Term, the Executive shall (i) be a full-time employee of the Corporation and shall dedicate all of his working time to the Corporation and its subsidiaries and shall have no other employment and no other business ventures which are undisclosed to the Corporation or which conflict with his duties under this Agreement, provided that this provision shall not restrict the Executive from engaging in private investment activities on behalf of himself or his immediate family or, subject to the prior approval of the CEO, serving on the board of directors (or similar position) or committees thereof of a charitable, non-profit or civic organization so long as any such activities do not conflict with this Agreement or interfere with the Executive’s duties or responsibilities as an officer of the Corporation and its subsidiaries and are not in respect of a Competitive Business (as defined below), (ii) have the normal duties, responsibilities and authority of an executive serving as an Executive Vice President, Chief Financial Officer and Treasurer of a public corporation comparable to the Corporation, subject to the power of the CEO or the Corporation to expand or limit such duties, responsibilities and authority, either generally or in specific instances, in each case, subject to the terms of this Agreement and (iii) serve as an officer and/or member of the board of directors of any of the Corporations’ Affiliates as requested by the CEO from time to time for no additional compensation.”

4.    To the extent that there is any conflict between the terms of this Amendment and the terms of the Employment Agreement, the terms of this Amendment shall control. Except as provided herein, all terms and provisions of the Employment Agreement shall remain unchanged.

INTRAWEST RESORTS HOLDINGS, INC.

/s/ Thomas F. Marano

Thomas F. Marano

Chief Executive Officer

EXECUTIVE

/s/ Travis Mayer

Travis Mayer

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EX-99.1

Exhibit 99.1

Intrawest Reports Select Ski Season Metrics for the Season-to-Date Period Ended January 4, 2015

Denver, Colorado, January 13, 2015 - Intrawest Resorts Holdings, Inc. (NYSE: SNOW), a leading North American mountain resort and adventure company, today reported select ski season metrics for the comparative periods from the beginning of the ski season through January 4, 2015, and for the prior year period through January 5, 2014. For comparative purposes, the metrics do not include Blue Mountain Ski Resort, which was not 100% owned in the prior year period. The data mentioned in this release is interim period data and subject to fiscal quarter end review and adjustments.

• Sales of season pass and frequency products are up approximately 7% in units and 16% in sales dollars versus the same time last year.*

• Season-to-date Effective Ticket Price (“ETP”) increased 4.2% over the prior year season-to-date period.

• Season-to-date total skier visits were down 0.8% compared to the prior year season-to-date period, primarily due to challenging weather and conditions in the East.

• Season-to-date total lift ticket revenue, including an allocated portion of season pass revenue for each applicable period, grew approximately 3.3% compared to the prior year season-to-date period.

• Season-to-date ski school revenue grew 8.8%, retail/rental revenue grew 5.3%, food and beverage and lodging revenues were down 1.1% and 5.8%, respectively.

* Includes Blue Mountain Ski Resort

"We are pleased that our season pass and frequency product sales, pricing initiatives, and snowmaking technology positioned us to overcome challenging weather in the East,” stated Tom Marano, Chief Executive Officer. “Season-to-date performance was particularly strong at our Colorado resorts where lift revenue grew more than 8%. With cold weather having returned, our Eastern resorts now have approximately 90% of terrain open versus less than 60% at the beginning of the Christmas holiday period. Normalized conditions in the East, strong season pass and frequency product sales, increased guest spending on ancillary services, and the fact that this point in the season historically represents only between 25% and 30% of total skier visits, all give us confidence that we are well positioned for a successful season.”

About Intrawest Resorts Holdings, Inc.

Intrawest is a North American mountain resort and adventure company, delivering distinctive vacation and travel experiences to its customers for over three decades. The Company owns interests in seven four-season mountain resorts with more than 11,000 skiable acres and over 1,140 acres of land available for real estate development. Intrawest’s mountain resorts are geographically diversified across most of North America’s major ski regions, including the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada. The Company also operates an adventure travel business, the cornerstone of which is Canadian Mountain Holidays, the leading heli-skiing adventure company in North America. Additionally, the Company operates a comprehensive real estate business through which it manages, markets and sells vacation club properties; manages condominium hotel properties; and sells and markets residential real estate. Intrawest Resorts Holdings, Inc. common stock is traded on the New York Stock Exchange (NYSE: SNOW). For more information, visit www.intrawest.com.

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Forward-Looking Statements

This press release includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “intend”, “expect”, “estimate”, “plan”, “outlook” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including weakness in general economic conditions; lack of adequate snowfall and unfavorable weather conditions; adverse events that occur during our peak operating periods; our failure to achieve the expected benefits of our recent acquisition and other risks associated with our acquisition strategy; Steamboat Ski & Resort's dependence on subsidized direct air service; risks related to information technology; our potential failure to maintain the integrity of our customer or employee data; risks of foreign currency fluctuations; adverse consequences of ongoing legacy litigation or future legal claims; our ability to monetize real estate assets; a partial or complete loss of Alpine Helicopters’ services; the effects of climate change; our ability to successfully maintain internal control over financial reporting; our substantial leverage, which could adversely affect our ability to raise additional capital to support our growth strategy; risks associated with Fortress’s ownership of a majority of our outstanding common stock and other risks described under the caption “Risk Factors” in Part I - Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the period ended June 30, 2014, filed with the Securities and Exchange Commission (“SEC”) on September 23, 2014, as may be revised in our future SEC filings. We operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Contact

Investor Relations

Intrawest Resorts Holdings, Inc.

(303) 749-8370

InvestorRelations@intrawest.com

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EX-99.2

Exhibit 99.2

Intrawest Announces Appointment of New Chief Financial Officer

- Company Promotes Travis Mayer to CFO -

Denver, Colorado, January 13, 2015 - Intrawest Resorts Holdings, Inc. (NYSE: SNOW), a leading North American mountain resort and adventure company, today announced the promotion of Travis Mayer to the position of Executive Vice President, Chief Financial Officer and Treasurer, effective immediately. Gary W. Ferrerahas given his resignation in order to pursue another opportunity. Mr. Ferrera will be assisting Mr. Mayer to provide for a seamless and orderly transition.

Mr. Tom Marano, Chief Executive Officer, stated, “Travis’ proven track record and experience in the industry and within our Company along with his financial acumen and passion will be key ingredients in contributing to Intrawest’s future growth and success.”

Mr. Mayer joined Intrawest in 2007 and has served as Executive Vice President, Operations & Business Development since January 2014 where he oversaw the Mountain and Adventure operations and external growth opportunities. Mr. Mayer has held various positions at Intrawest including Senior Vice President, Finance & Business Development, and Vice President, Financial Planning & Analysis. Mr. Mayer started his career with Intrawest at the Company’s Steamboat resort. Prior to joining Intrawest, Mr. Mayer was a member of the U.S. Ski Team for eight years and represented the United States at two Olympic Games, earning a silver medal in the 2002 Olympics. Mr. Mayer holds an MBA from Harvard Business School and a B.S. from Cornell University, summa cum laude.

About Intrawest Resorts Holdings, Inc.

Intrawest is a North American mountain resort and adventure company, delivering distinctive vacation and travel experiences to its customers for over three decades. The Company owns interests in seven four-season mountain resorts with more than 11,000 skiable acres and over 1,140 acres of land available for real estate development. Intrawest’s mountain resorts are geographically diversified across most of North America’s major ski regions, including the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada. The Company also operates an adventure travel business, the cornerstone of which is Canadian Mountain Holidays, the leading heli-skiing adventure company in North America. Additionally, the Company operates a comprehensive real estate business through which it manages, markets and sells vacation club properties; manages condominium hotel properties; and sells and markets residential real estate. Intrawest Resorts Holdings, Inc. common stock is traded on the New York Stock Exchange (NYSE: SNOW). For more information, visit www.intrawest.com.

Forward-Looking Statements

This press release includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “intend”, “expect”, “estimate”, “plan”, “outlook” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including weakness in general economic conditions; lack of adequate snowfall and unfavorable weather conditions; adverse events that occur during our peak operating periods; our failure to achieve the expected benefits of our recent acquisition and other risks associated with our acquisition strategy;

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Steamboat Ski & Resort's dependence on subsidized direct air service; risks related to information technology; our potential failure to maintain the integrity of our customer or employee data; risks of foreign currency fluctuations; adverse consequences of ongoing legacy litigation or future legal claims; our ability to monetize real estate assets; a partial or complete loss of Alpine Helicopters’ services; the effects of climate change; our ability to successfully maintain internal control over financial reporting; our substantial leverage, which could adversely affect our ability to raise additional capital to support our growth strategy; risks associated with Fortress’s ownership of a majority of our outstanding common stock and other risks described under the caption “Risk Factors” in Part I - Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the period ended June 30, 2014, filed with the Securities and Exchange Commission (“SEC”) on September 23, 2014, as may be revised in our future SEC filings. We operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Contact

Investor Relations

Intrawest Resorts Holdings, Inc.

(303) 749-8370

InvestorRelations@intrawest.com

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