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 5, 2017 (May 4, 2017)
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 4, 2017, 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 51,089,218 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 47,079,005 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The following proposals were voted on and approved by the Company’s stockholders at the Annual Meeting:
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 |
42,665,769 | 663,072 | 12,268 | 3,737,896 | ||||
| Rachna Bhasin |
43,309,830 | 23,831 | 7,448 | 3,737,896 | ||||
| Alvin Bowles |
43,288,350 | 44,860 | 7,899 | 3,737,896 | ||||
| William F. Hagerty, IV |
43,289,985 | 43,237 | 7,887 | 3,737,896 | ||||
| Ellen Levine |
43,122,433 | 214,107 | 4,569 | 3,737,896 | ||||
| Patrick Q. Moore |
42,684,773 | 648,768 | 7,568 | 3,737,896 | ||||
| Robert S. Prather, Jr. |
42,418,673 | 914,660 | 7,776 | 3,737,896 | ||||
| Colin V. Reed |
42,076,968 | 1,247,609 | 16,532 | 3,737,896 | ||||
| Michael I. Roth |
37,063,215 | 6,265,395 | 12,499 | 3,737,896 |
2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2017 proxy statement (i.e., “say-on-pay”):
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 41,717,295 |
1,552,395 | 71,419 | 3,737,896 |
3. Adoption of a non-binding advisory recommendation that the Company conduct future say-on-pay votes:
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 38,711,703 |
75,282 | 4,517,324 | 36,800 | 3,737,896 |
In light of the voting results with respect to the frequency of the advisory vote on executive compensation as set forth above, on May 4, 2017, the Board of Directors of the Company adopted a resolution providing that an advisory vote on executive compensation would be held every year until the next required advisory vote on the frequency of such votes.
4. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year:
| For |
Against |
Abstentions | ||
| 46,182,407 |
882,588 | 14,010 |
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 5, 2017 | By: | /s/ Scott Lynn | ||||||
| Name: | Scott Lynn | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||