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): December 1, 2017 (November 30, 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 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On November 30, 2017, the members of the Board of Directors (the “Board”) of Ryman Hospitality Properties, Inc., a Delaware corporation (the “Company”), appointed Fazal Merchant to fill the vacancy previously created by the resignation of William F. Hagerty, IV as a director on July 21, 2017. The Board has determined that Mr. Merchant qualifies as an independent director within the meaning of the New York Stock Exchange listing standards. Mr. Merchant has been named to the Audit Committee of the Board. Mr. Merchant will hold office until the Company’s 2018 annual meeting of stockholders, at which time he will be considered for election for a one year term expiring in 2019.
Mr. Merchant’s compensation for his services as director will be consistent with that of the Company’s other non-employee directors, as described in Exhibit 10.28 to the Company’s 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2017. Other than the foregoing standard compensation arrangements, there are no other arrangements or understandings between Mr. Merchant and any other person pursuant to which he was appointed as a director. Mr. Merchant is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Merchant’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| 99.1 | Press Release of Ryman Hospitality Properties, Inc. dated November 30, 2017. |
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: December 1, 2017 | By: | /s/ Scott Lynn | ||||||
| Name: | Scott Lynn | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||
Exhibit 99.1
FAZAL MERCHANT JOINS RYMAN HOSPITALITY PROPERTIES, INC.
BOARD OF DIRECTORS
NASHVILLE, Tenn. – (November 30, 2017) – Ryman Hospitality Properties, Inc. (NYSE:RHP) announced that Fazal Merchant, Chief Operating Officer and Chief Financial Officer of Tanium, has been elected to its Board of Directors effective today. Mr. Merchant fills the vacancy on the Board created by the July 21, 2017 resignation of William F. Hagerty, IV as a director.
“Fazal brings extensive technology and media and entertainment industry expertise to our company, and I am very excited to have his perspective on our Board, especially as we continue to develop our media and entertainment business,” said Colin V. Reed, chairman and chief executive officer of Ryman Hospitality Properties. “Fazal’s addition to the Board ensures that we are well-positioned to continue executing on our Company’s strategic growth initiatives.”
Mr. Merchant joins the current Ryman Hospitality Properties, Inc. Board of Directors, which is comprised of:
| • | Michael J. Bender, President and CEO-Designate, Eye-Mart Express, Inc. |
| • | Rachna Bhasin, Chief Business Officer, Magic Leap, Inc. |
| • | Alvin Bowles, Head of Global Publisher Sales and Operations, Facebook, Inc. |
| • | Ellen R. Levine, Editorial Consultant, Hearst Magazines |
| • | Patrick Q. Moore, EVP, Strategy & Business Development, Carter’s Inc. |
| • | Robert S. Prather, Jr., President and CEO, Heartland Media, LLC |
| • | Colin V. Reed, Chairman and CEO, Ryman Hospitality Properties |
| • | Michael I. Roth, Chairman and CEO, The Interpublic Group of Companies, Inc. |
Mr. Merchant has been Chief Operating Officer and Chief Financial Officer of Tanium, a privately-held endpoint security and systems management company, since May 2017. Prior to joining Tanium, he served as an independent consultant to WndrCo, a new media and technology company. Mr. Merchant also previously served as Chief Financial Officer of DreamWorks Animation SKG, where he played a leading role in the sale of the business to NBC Universal, a subsidiary of Comcast. Previously, Mr. Merchant served in a variety of roles with DirecTV, Royal Bank of Scotland, Barclays Capital and Ford Motor Company.
Mr. Merchant is a graduate of the University of Texas and holds an MBA from Indiana University Southeast.
About Ryman Hospitality Properties, Inc.
Ryman Hospitality Properties, Inc. (NYSE:RHP) is a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of four upscale, meetings-focused resorts totaling 7,811 rooms that are managed by lodging operator Marriott International, Inc. under the Gaylord Hotels brand. Other owned assets managed by Marriott International, Inc. include Gaylord Springs Golf Links, the Wildhorse Saloon, the General Jackson Showboat, The Inn at Opryland, a 303-room overflow hotel adjacent to Gaylord Opryland and AC Hotel Washington, DC at National Harbor, a 192-room overflow hotel near Gaylord National. The Company also owns and operates media and entertainment assets, including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for over 90 years; the Ryman Auditorium, the storied former home of the Grand Ole Opry located in downtown Nashville; 650 AM WSM, the Opry’s radio home; and Ole Red, a country lifestyle and entertainment brand. The company also is a joint venture partner in Opry City Stage, the Opry’s first home away from home, in Times Square. For additional information about Ryman Hospitality Properties, visit www.rymanhp.com.
| Investor Relations Contacts: | Media Contacts: | |
| Mark Fioravanti, President and Chief Financial Officer | Shannon Sullivan, Director of Corporate Communications | |
| Ryman Hospitality Properties, Inc. | Ryman Hospitality Properties, Inc. | |
| (615) 316-6588 | (615) 316-6725 | |
| mfioravanti@rymanhp.com | ssullivan@rymanhp.com | |
| ~or~ | ||
| Todd Siefert, Vice President of Corporate Finance & Treasurer | ||
| Ryman Hospitality Properties, Inc. | ||
| (615) 316-6344 | ||
| tsiefert@rymanhp.com | ||