UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 x
Filed by a Party other than the Registrant o
Check the appropriate box:
| o Preliminary Proxy Statement |
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| o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| o Definitive Proxy Statement | ||||
| o Definitive Additional Materials | ||||
| x Soliciting Material Pursuant to §240.14a-12 | ||||
Gaylord Entertainment Company
(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):
| x | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
GAYLORD BOARD TO NOMINATE NEW INDEPENDENT DIRECTORS
NASHVILLE, TN — February 5, 2009 — Gaylord Entertainment Company (NYSE: GET) announced today that
its board of directors intends to nominate several new independent director candidates to stand for
election at the Company’s 2009 Annual Meeting of Shareholders. The board of directors will work
with Gaylord’s shareholders to help identify the new independent director nominees.
Additional Information
Gaylord Entertainment Company (the “Company”) and its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Company’s 2009 Annual Meeting of Stockholders (the “Annual Meeting”). The Company plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting (the “2009 Proxy Statement”). Information regarding the names of these directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in soliciting material filed by the Company with the SEC pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 on February 5, 2009, which may be obtained free of charge at the SEC’s website at http://www.sec.gov and the Company’s website at http://www.gaylordentertainment.com. Additional information regarding the interests of such potential participants will be included in the 2009 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.
Gaylord Entertainment Company (the “Company”) and its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Company’s 2009 Annual Meeting of Stockholders (the “Annual Meeting”). The Company plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting (the “2009 Proxy Statement”). Information regarding the names of these directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in soliciting material filed by the Company with the SEC pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 on February 5, 2009, which may be obtained free of charge at the SEC’s website at http://www.sec.gov and the Company’s website at http://www.gaylordentertainment.com. Additional information regarding the interests of such potential participants will be included in the 2009 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.
Promptly after filing its definitive 2009 Proxy Statement for the Annual Meeting with the SEC, the
Company will mail the definitive 2009 Proxy Statement and a proxy card to each stockholder entitled
to vote at the Annual Meeting. WE URGE INVESTORS TO READ THE 2009 PROXY STATEMENT (INCLUDING ANY
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to
obtain, free of charge, copies of the 2009 Proxy Statement and any other documents filed by the
Company with the SEC in connection with the Annual Meeting at the SEC’s website at
http://www.sec.gov, at the Company’s website at http://www.gaylordentertainment.com or by
contacting Mark Fioravanti, Gaylord Entertainment Company, One Gaylord Drive, Nashville, TN 37214.
About Gaylord Entertainment
Gaylord Entertainment (NYSE: GET), a leading hospitality and entertainment company based in
Nashville, Tenn., owns and operates Gaylord Hotels (www.gaylordhotels.com), its network of upscale,
meetings-focused resorts and the Grand Ole Opry (www.opry.com), the weekly showcase of country
music’s finest performers for 80 consecutive years. The company’s entertainment brands and
properties include the Radisson Hotel Opryland, Ryman Auditorium,
General Jackson Showboat, Springhouse Links, Wildhorse Saloon, and WSM-AM. For more information
about the company, visit www.gaylordentertainment.com.
Investor Relations Contacts:
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Media Contacts: | ||||
Mark Fioravanti, Senior Vice President and Treasurer |
Brian Abrahamson, Vice President of Corporate Communications |
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Gaylord Entertainment
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Gaylord Entertainment | ||||
615-316-6588
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(615) 316-6302 | ||||
mfioravanti@gaylordentertainment.com
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babrahamson@gaylordentertainment.com | ||||
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