UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 11, 2023, 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 55,254,089 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 50,883,415 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 ten director nominees:
| For | Against | Abstain | Broker Non- | |||||||||
| Rachna Bhasin | 48,158,501 | 548,032 | 3,471 | 2,173,411 | ||||||||
| Alvin Bowles Jr. | 48,528,080 | 179,410 | 2,514 | 2,173,411 | ||||||||
| Mark Fioravanti | 48,512,612 | 194,637 | 2,755 | 2,173,411 | ||||||||
| William E. (Bill) Haslam | 48,662,545 | 45,111 | 2,348 | 2,173,411 | ||||||||
| Fazal Merchant | 48,510,973 | 196,422 | 2,609 | 2,173,411 | ||||||||
| Patrick Moore | 47,925,757 | 781,706 | 2,541 | 2,173,411 | ||||||||
| Christine Pantoya | 48,251,839 | 455,642 | 2,523 | 2,173,411 | ||||||||
| Robert Prather, Jr. | 41,604,107 | 7,103,356 | 2,541 | 2,173,411 | ||||||||
| Colin Reed | 47,348,537 | 1,358,741 | 2,726 | 2,173,411 | ||||||||
| Michael Roth | 47,853,493 | 853,763 | 2,748 | 2,173,411 |
2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2023 proxy statement (i.e., “say-on-pay”):
| For | Against | Abstentions | Broker Non-Votes | |||
| 45,908,581 | 2,777,469 | 23,954 | 2,173,411 |
3. Approval, on an advisory basis, of the frequency of future advisory votes regarding the compensation of the Company’s named executive officers:
| 1-Year | 2-Years | 3-Years | Abstentions | |||
| 46,785,824 | 13,375 | 1,842,137 | 68,668 |
In light of the voting results with respect to the frequency of the advisory vote on executive compensation as set forth above, on May 11, 2023, 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 2023 fiscal year: |
| For | Against | Abstentions | ||
| 49,915,955 | 966,418 | 1,042 |
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 12, 2023 | By: |
/s/ Scott J. Lynn |
| Name: | Scott J. Lynn | |
| Title: | Executive Vice President, General Counsel and Secretary | |