Form 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): May 4, 2018 (May 3, 2018)

 

 

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13079   73-0664379

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

One Gaylord Drive

Nashville, Tennessee

  37214
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (615) 316-6000

(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):

 

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))

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 3, 2018, Ryman Hospitality Properties, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of the record date for the Annual Meeting, there were 51,214,565 shares of the Company’s common stock outstanding and entitled to vote on all matters presented to the Company’s stockholders at the Annual Meeting. Holders of 46,702,758 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The stockholders of the Company voted on three of the four proposals included in the Company’s proxy statement for the Annual Meeting, as noted below. Each proposal is described more fully in the Company’s proxy statement for the Annual Meeting. The matters submitted to a vote of security holders at the Annual Meeting were as follows:

MANAGEMENT PROPOSALS:

1. Election to the Company’s Board of Directors of the following nine director nominees:

 

     For      Against      Abstain      Broker Non-Votes  

Michael J. Bender

     41,352,407        699,272        11,431        4,639,648  

Rachna Bhasin

     41,516,043        535,215        11,852        4,639,648  

Alvin Bowles Jr.

     41,496,753        553,959        12,398        4,639,648  

Ellen Levine

     41,713,452        339,076        10,582        4,639,648  

Fazal Merchant

     41,992,668        55,992        14,450        4,639,648  

Patrick Q. Moore

     41,411,430        640,216        11,464        4,639,648  

Robert S. Prather, Jr.

     41,231,665        819,790        11,655        4,639,648  

Colin V. Reed

     41,304,512        697,322        61,276        4,639,648  

Michael I. Roth

     34,940,714        7,110,390        12,006        4,639,648  

2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2018 proxy statement (i.e., “say-on-pay”):

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

40,184,086

  1,818,453   60,571   4,639,648

3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year:

 

For

 

Against

 

Abstentions

45,810,946

  875,446   16,366

STOCKHOLDER PROPOSAL:

4. The stockholder proposal requesting that the Company effect a tax-deferred spin-off of the Company’s Entertainment business into a separate publicly-traded C-corporation was withdrawn by the stockholder proponent prior to the Annual Meeting and was therefore not voted upon at the Annual Meeting.


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.

 

    RYMAN HOSPITALITY PROPERTIES, INC.
Date: May 4, 2018     By:  

/s/ Scott Lynn

    Name:   Scott Lynn
    Title:   Senior Vice President, General Counsel and Secretary