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April 4, 2024

Dear Fellow Stockholder:

You will find more information on the matters for voting in the proxy statement on the following pages. If you are a stockholder of record, you may vote by mail, by toll-free telephone number or the Internet prior to the meeting, or you may vote at the meeting (either in-person or virtually).

Your vote is important to us. We strongly encourage you to exercise your right to vote as a stockholder. Please sign, date and return the enclosed proxy card in the envelope provided, or vote by calling the toll-free number or using the Internet — even if you plan to attend the annual meeting (either in-person or virtually). You may revoke your proxy at any time before the completion of voting for the annual meeting.

You will find instructions on how to vote beginning on page 10. Most stockholders vote by proxy and do not attend the annual meeting in person. However, you are entitled to attend the annual meeting if you were a stockholder of record or a beneficial holder as of the close of business on March 22, 2024, or if you are an authorized representative of any such stockholder or beneficial holder.

By Order of the Board of Directors of Ryman Hospitality Properties, Inc.,

Scott J. Lynn, Secretary

Nashville, Tennessee

April 4, 2024

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider, so please read the entire proxy statement before voting. Additionally, for more complete information about our 2023 financial performance, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The following matrix provides information about the director nominees, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our director nominees, and why our Board believes these knowledge, skills, experiences and attributes are relevant to our business and operations. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our director nominees, and does not suggest that a director nominee who is not listed as having any particular knowledge, skill, experience or attribute is unable to contribute to the decision-making process in that area.

The following table shows the company’s total stockholder return, or TSR⁽²⁾, as compared to the S&P 500 Index and the FTSE NAREIT Equity REITs Index, over the last one, three and five years.

 

Our financial results in 2023 represented a significant improvement from 2022, due to a continued significant improvement in group business in our hospitality segment, as well as increased levels of activity in our entertainment segment. In light of these conditions, our total revenue increased approximately 19.5% from 2022 ($2.16 billion in 2023, as compared to $1.81 billion in 2022), and in 2023 we generated:

Our efforts in 2023 were focused on execution of our planned growth initiatives in both our hospitality and entertainment segments, as well as the acquisition of the JW Marriott Hill Country Resort & Spa in June 2023. We continue to focus on our long-term strategic objectives of increasing funds available for distribution to our stockholders and creating long-term stockholder value. You can find more information about our 2023 financial and operating performance, and its impact on our compensation decisions, in the Compensation Discussion and Analysis beginning on page 50.

In order to achieve our corporate strategic objectives and to attract, retain and motivate a team of qualified, talented and knowledgeable executives who are capable of performing their responsibilities, we design our executive compensation with the intent of providing competitive compensation programs which reward strong performance and limit compensation when our performance objectives are not achieved. We believe that our compensation programs provide a suitable balance between long- and short-term compensation and have an appropriate performance-based and “at risk” component.

The elements of the compensation program for our named executive officers, or NEOs, which are described more fully in the Compensation Discussion and Analysis beginning on page 50, are:

We also are mindful of the risks to our stockholders that may be inherent in our compensation programs, and we attempt to utilize compensation practices that mitigate these risks. Some of these compensation practices are:

Our Board of Directors has adopted governance policies that we believe are in the best interests of our stockholders, including:

Below are instructions on how to vote, as well as information on your voting rights as a stockholder. Some of the instructions vary depending on how your stock is held. It’s important to follow the instructions that apply to your situation.

The information below about the business background of each nominee for director has been provided by each nominee. All nominees are currently directors. In case any nominee is not available to serve as a director, the person or persons voting the proxies may vote your shares for such other person or persons designated by the Board if you have submitted a proxy card.

The Board may also choose to reduce the number of directors to be elected at the meeting. Each of the nominees shall be elected to serve as a director until the annual meeting of stockholders in 2025 or until his or her respective successor is otherwise duly elected and qualified, or until his or her earlier resignation or removal. The names of the nominees for director, along with their present positions, their principal occupations, current directorships held with other public companies, as well as directorships with other public companies during the past five years, their ages and the year first elected as a director, are set forth below. Individual qualifications, experiences and skills that contribute to the Board’s effectiveness as a whole, as determined by the Nominating and Corporate Governance Committee, are also described below.

In 2023 the Board met 7 times. Each incumbent director standing for re-election who served as a director in 2023 attended 100% of the Board meetings on which such director was a member during 2023. Each director who served as a director in 2023 attended at least 75% of the total number of meetings of the Board and those committees of which the director was a member in the aggregate during 2023, other than Christian Brickman, who resigned from the Board effective as of March 21, 2023 in connection with his acceptance of a new position with Pritzker Private Capital.

The Board unanimously recommends that our stockholders vote FOR each of our nominees.

Our Corporate Governance Guidelines and Bylaws provide for a majority voting standard in uncontested director elections. A director nominee will be elected to the Board only if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” such nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or against such election). If an incumbent nominee for director fails to receive the required majority vote in a director election, he or she will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee and, ultimately, the Board.

In the event any incumbent nominee for director does not receive the requisite majority vote, our Corporate Governance Guidelines and Bylaws provide that our Nominating and Corporate Governance Committee will evaluate the circumstances of the failed election and will make a recommendation regarding how to act upon the tendered resignation to the full Board, in light of the best interests of the company and its stockholders. The full Board will then act upon the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and will publicly disclose its decision regarding the tendered resignation and its rationale within 90 days of the certification of the election results. If the Board accepts the resignation, the nominee will no longer serve on the Board. If the Board rejects the resignation, the nominee will continue to serve until his or her successor has been duly elected and qualified or until his or her earlier disqualification, death, resignation or removal.

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking stockholders to cast an advisory (non-binding) vote on our executive compensation for our named executive officers, or NEOs. Please read the Compensation Discussion and Analysis beginning on page 50 and the related compensation tables and narrative discussion appearing on pages 68 through 81, which provide more information on the compensation paid to our NEOs for 2023.

For the reasons discussed above and in the Compensation Discussion and Analysis beginning on page 50, we are asking our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the company’s stockholders approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, in this proxy statement.”

Approval of this proposal requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on this matter. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the proposal. Broker non-votes will not impact the outcome of this matter. While this vote is advisory and therefore not binding on us, our Board and our Human Resources Committee value the opinions of our stockholders and will take into consideration the outcome of this vote when making future decisions regarding our executive compensation programs.

The Board unanimously recommends that the stockholders vote FOR the approval of the advisory resolution relating to the compensation of our NEOs as disclosed in this proxy statement.

We are asking our stockholders to approve the Ryman Hospitality Properties, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”). A summary of the principal features of the 2024 Plan can be found below, and the full text of the 2024 Plan is attached as Appendix B to this proxy statement.

Background. On February 22, 2024, upon the recommendation and approval of the Human Resources Committee, which functions as our compensation committee, our Board adopted the 2024 Plan, effective as of May 9, 2024, subject to the approval of stockholders at this Annual Meeting. Our Board is seeking stockholder approval of the 2024 Plan in accordance with the NYSE Listed Company Rules.

The 2024 Plan is intended to replace our existing equity incentive compensation plan, the Ryman Hospitality Properties, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”). If the 2024 Plan is approved by our stockholders, the 2016 Plan will expire on May 9, 2024, and thereafter no new awards may be granted under the 2016 Plan. Outstanding awards under the 2016 Plan, however, will continue to be governed by the 2016 Plan and the agreements under which they were granted.

If our stockholders do not approve the 2024 Plan, the 2016 Plan will expire on May 4, 2026 and we will not be able to grant regular equity awards to our new and existing officers, employees, directors and consultants in excess of amounts currently available under the 2016 Plan, which we believe would significantly and adversely impact our executive compensation program and impair our ability to retain and attract executives and other employees. Therefore, we believe that the approval of this proposal is in the best interests of the company and our stockholders.

The 2024 Plan, like the 2016 Plan, allows us to offer equity-based compensation to our officers, employees, directors and consultants in the form of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance units and other awards. The Human Resources Committee has deemed it advisable to make equity awards in the form of RSUs (both time-based and performance-based) rather than stock options to better align the interests of our executives with our stockholders, to encourage executive retention and to conform to compensation practices in the REIT industry. The proposal to approve the 2024 Plan does not imply that we intend to materially alter our compensation practices, although, as was the case under the 2016 Plan, the company and the Human Resources Committee maintain the ability to do so.

Key Terms of the 2024 Plan. Key features of the 2024 Plan (and, where applicable, changes from the 2016 Plan) are highlighted below.

Overhang and Dilution. The table below sets forth information regarding our overhang, or potential stockholder dilution, and dilution rates as of December 31, 2023, 2022 and 2021. In addition, in fiscal year 2024 through March 22, 2024, we have granted 131,852 RSUs. As of March 22, 2024, there were 59,890,257 shares of our common stock outstanding, and the closing price of a share of common stock on the NYSE was $116.87 per share.

Burn Rate Information. The table below sets forth information regarding historical awards granted in 2023, 2022 and 2021 and the corresponding Annual Burn Rate (as such term is defined below):

For purposes of the tables above, the number of shares issuable pursuant to equity awards does not include any dividend equivalents that may be earned after the date of grant.

In determining to adopt the 2024 Plan and recommend the 2024 Plan to our stockholders, the Human Resources Committee (the “Committee”) and the Board considered various factors, including the number and type of awards made by us in recent years under the 2016 Plan, our burn rate, our overhang (including our potential overhang if the 2024 Plan is approved by our stockholders), and the shares remaining for issuance under the 2016 Plan, and the guidelines of certain proxy advisory firms.

The following paragraphs summarize the material terms of the 2024 Plan. This summary does not purport to be a complete description of all of the provisions of the 2024 Plan. It is qualified in its entirety by reference to the full text of the 2024 Plan, a copy of which is attached as Appendix B to this proxy statement.

Purpose. The primary purpose of the 2024 Plan is to promote the interests of the company and its stockholders by, among other things, (i) attracting and retaining key officers, employees and directors of, and consultants to, the company and its subsidiaries and affiliates, (ii) motivating those individuals by means of performance-related incentives to achieve long-range performance goals, and (iii) linking the compensation of those individuals to the long-term interests of the company and its stockholders.

Shares Available for Awards under the Plan. Under the 2024 Plan, awards may be made in common stock of the company. Subject to adjustment as provided by the terms of the 2024 Plan, the maximum aggregate number of shares of common stock with respect to which awards may be granted under the 2024 Plan (the “Share Reserve”) will be 1,864,262 (which represents 364,262 shares previously authorized under the 2016 Plan and 1,500,000 additional shares being authorized pursuant to the 2024 Plan, minus the number of shares subject to awards that are granted pursuant to the 2016 Plan after March 22, 2024). No more than 1,000,000 shares authorized under the 2024 Plan may be awarded as incentive stock options.

Subject to adjustment as provided by the terms of the 2024 Plan, the Share Reserve shall be increased by the number of shares with respect to which awards were granted under our 2016 Plan as of the date the 2024 Plan is approved by our stockholders at this Annual Meeting, but which thereafter terminate, expire unexercised, or are settled for cash, forfeited or canceled without delivery of the shares under the terms of the 2016 Plan.

Shares of common stock subject to an award under the 2024 Plan that are cancelled, expire unexercised, forfeited, settled in cash or otherwise terminated without a delivery of shares of common stock to the participant will increase the Share Reserve to the extent of any such settlement, forfeiture, termination, expiration or cancellation. Notwithstanding the foregoing, the following shares underlying any award under the 2016 Plan or the 2024 Plan will not again become available for awards under the 2024 Plan: (1) shares tendered or withheld in payment of the exercise price of an option award: (2) shares tendered or withheld to satisfy any tax withholding obligation with respect to an award; (3) shares repurchased by the company with proceeds received from the exercise of an option award; and (4) shares subject to an SAR that are not issued in connection with the stock settlement of that SAR upon its exercise.

Shares of common stock issued under the 2024 Plan may be either newly-issued shares or shares which have been reacquired by the company. Shares issued by the company as substitute awards granted solely in connection with the assumption of outstanding awards previously granted by a company acquired by the company, or with which the company combines (“Substitute Awards”), do not reduce the number of shares available for awards under the Plan, to the extent permitted under the rules of the New York Stock Exchange.

With certain limitations, awards made under the 2024 Plan may be adjusted by the Committee to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the 2024 Plan in the event of any stock or extraordinary cash dividend, stock split, reverse stock split, or extraordinary corporate transaction such as a recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other similar corporate transaction or event that affects the capitalization of the company or change in applicable laws, regulations or accounting principles or other unusual or nonreccuring event.

Eligibility and Administration. Current and prospective officers and employees, and directors of, and consultants to, the company or its subsidiaries or affiliates are eligible to be granted awards under the 2024 Plan. As of the date of this proxy statement, approximately 309 of our employees, eight non-employee directors and no consultants would be eligible to participate in the 2024 Plan if it were currently in place. However, the company has not at the present time determined who will receive the shares of common stock that will be authorized for issuance under the 2024 Plan or how they will be allocated. The Committee will administer the 2024 Plan, except with respect to awards to non-employee directors, for which the 2024 Plan will be administered by the Board. Under the 2024 Plan, the Committee will be composed of not less than two non-employee directors, each of whom will be a “Non-Employee Director” for purposes of Section 16 of the Exchange Act and Rule 16b-3 thereunder, and will be independent as defined by the listing standards of the NYSE. Subject to the terms of the 2024 Plan, the Committee is authorized to select participants, determine the type and number of awards to be granted, determine and later amend (subject to certain limitations) the terms and conditions of any award, interpret and specify the rules and regulations relating to the 2024 Plan, and make all other determinations which may be necessary or desirable for the administration of the 2024 Plan.

Minimum Vesting Period. Except for Substitute Awards, in connection with the death or disability of a participant, or in the event of a Change in Control (as defined in the 2024 Plan), no award will have a vesting period of less than one year from the date of grant (inclusive of any performance periods related thereto); provided, that the Committee has the discretion to waive this requirement with respect to an award at or after grant, so long as the total number of shares that are issued pursuant to awards having an originally stated vesting period of less than one year from the date of grant (inclusive of any performance periods related thereto) do not exceed 5% of the Share Reserve.

Non-Employee Director Compensation Limit. The aggregate value of all compensation paid or granted, as applicable, to any individual for service as a non-employee director with respect to any calendar year, including equity awards granted and cash fees paid by the company to such non-employee director, will not exceed $500,000 in value, calculating the value of any awards granted under the 2024 Plan based on the grant date fair value of such awards for financial reporting purposes. The Board may make exceptions to this applicable limit described above for individual non-employee directors in extraordinary circumstances, such as where any such non-employee director is serving on a special litigation or transaction committee of the Board, as the Board may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation involving such non-employee director

Stock Options and Stock Appreciation Rights. The Committee is authorized to grant stock options, including both incentive stock options, which can result in potentially favorable tax treatment to the participant, and non-qualified stock options to participants in the 2024 Plan. The Committee may specify the terms of such grants subject to the terms of the 2024 Plan. The Committee is also authorized to grant SARs, either with or without a related option. The grant of a stock option or SAR will occur when the Committee by appropriate action determines to grant a participant a stock option or SAR and establishes the number of shares and exercise price of such award, or on

such later date as the Committee may specify. The exercise price per share subject to an option or SAR is determined by the Committee, but may not be less than the fair market value of a share of common stock on the date of the grant, except in the case of Substitute Awards.

Except in connection with corporate transactions involving the company (such as a stock or extraordinary cash dividend, stock split, reverse stock split, or extraordinary corporate transaction such as a recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other similar corporate transaction or event that affects the capitalization of the company), the Committee shall not have the power to (i) amend the terms of previously granted options or SARs to reduce the exercise price thereof, (ii) cancel such options or SARs in exchange for a cash payment or a grant of either substitute options or SARs with a lower exercise price than the canceled award, or (iii) take any other action with respect to an option or SAR that would be treated as a repricing under the rules and regulations of the NYSE or the principal securities exchange or national market on which the shares are traded, in each case without the approval of the company’s shareholders.

The maximum term of each option or SAR, the times at which each option or SAR will be exercisable, and the provisions requiring forfeiture of unexercised options at or following termination of employment generally are fixed by the Committee, except that no option or SAR may have a term exceeding 10 years (provided that under certain circumstances the period of time over which an option or SAR may be exercised will be automatically extended if on the scheduled expiration date of the award exercise would violate applicable securities law, subject to certain limitations as described in the 2024 Plan). Incentive stock options that are granted to holders of more than 10% of the company’s voting securities are subject to certain additional restrictions, including a five-year maximum term and a minimum exercise price of 110% of fair market value.

A stock option or SAR may be exercised in whole or in part at any time, with respect to whole shares only, within the period permitted thereunder for the exercise thereof. Stock options and SARs shall be exercised by written notice of intent to exercise the stock option or SAR and, with respect to options, payment in full to the company of the amount of the option price for the number of shares with respect to which the option is then being exercised.

Payment of the option price must be made (i) in cash or cash equivalents, (ii) at the discretion of the Committee, by transfer, either actually or by attestation, to the company of unencumbered shares previously acquired by the participant valued at the fair market value of such shares equal to the option price at the time of exercise, together with any applicable withholding taxes, such transfer to be upon such terms and conditions as determined by the Committee, or (iii) by a combination of such cash (or cash equivalents) and such shares, by delivering a notice of exercise of the option and simultaneously selling the shares thereby acquired, pursuant to a brokerage or similar agreement approved in advance by proper officers of the company, using the proceeds of such sale as payment of the option price, together with any applicable withholding taxes or withholding shares otherwise deliverable to the participant pursuant to the option having an aggregate fair market value at the time of exercise equal to the total option price together with any applicable withholding taxes. Until the participant has been issued the shares subject to such exercise, he or she shall possess no rights as a stockholder with respect to such shares. No dividend equivalent rights may be granted with respect to stock options or SARs.

Restricted Shares and Restricted Stock Units. The Committee is authorized to grant restricted shares of

Each RSU has a value equal to the fair market value of a share of common stock on the date of grant. The Committee determines, in its sole discretion, the restrictions applicable to the RSUs. Unless otherwise provided in

an award agreement, a participant will receive dividend equivalent rights in respect of any vested RSU, which will be paid at such time as provided in the applicable award agreement or by the Committee, provided that no dividend equivalent rights will be paid on RSUs that are not vested unless and only to the extent the underlying RSU actually vests. Except as determined otherwise by the Committee, RSUs may not be transferred, encumbered or disposed of (and in any event no transfers for consideration will be permitted). In addition, except as may otherwise be provided in an award agreement such RSUs will terminate, without further obligation on the part of the company, unless the participant remains in continuous employment (or other service-providing capacity) of the company for the restricted period and any other restrictive conditions relating to the RSUs are met.

Performance Awards. A performance award consists of a right that is denominated in cash or shares of common stock, valued in accordance with the achievement of certain performance goals during certain performance periods as established by the Committee, and payable at such time and in such form as the Committee shall determine. Performance awards may be paid in a lump sum or in installments following the close of a performance period or on a deferred basis, as determined by the Committee. Termination of employment prior to the end of any performance period, other than for reasons of death or disability, will result in the forfeiture of the performance award, except as otherwise determined by the Committee. A participant’s rights to any performance award may not be transferred, encumbered or disposed (and in any event no transfers for consideration will be permitted), except by will or the laws of descent and distribution or as the Committee may otherwise determine.

Performance awards are subject to certain specific terms and conditions under the 2024 Plan. Performance goals for participants will be limited to one or more of the following financial performance measures relating to the company or any of its subsidiaries, operating units, business segments or divisions: (a) earnings before interest, taxes, depreciation and/or amortization (EBITDA) or Adjusted EBITDA; (b) operating income or profit; (c) operating efficiencies; (d) return on equity, assets, capital, capital employed or investment; (e) after tax operating income; (f) net income; (g) earnings or book value per Share; (h) cash flows, funds from operations and adjusted funds from operations; (i) total sales or revenues or sales or revenues per employee; (j) production (separate work units); (k) stock price or total shareholder return; (l) dividends; (m) debt reduction; (n) strategic business objectives, consisting of one or more objectives based on meeting specified cost targets, business expansion goals and goals relating to acquisitions or divestitures; (o) any other financial or non-financial metric or goal that the Committee deems appropriate; or (p) any combination thereof.

Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the company or any subsidiary, operating unit, business segment or division of the company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, stockholders’ equity and/or shares outstanding, or to assets or net assets. The Committee may appropriately adjust any evaluation of performance under criteria set forth in the 2024 Plan to exclude any of the following events that occurs during a performance period: (i) asset impairments or write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (iv) accruals for reorganization and restructuring programs; (v) any items that are “unusual in nature” or “infrequently occurring” within the meaning of generally accepted accounting principles or other extraordinary items that are included within management’s discussion and analysis of financial condition and results of operations appearing in the company’s annual report to stockholders for the applicable year; (vi) the effect of adverse governmental or regulatory action, or delays in governmental or regulatory action; (vii) any other event either not directly related to the operations of the company or not within the reasonable control of the company’s management; and (viii) any other similar item or event selected by the Committee in its discretion in light of the purposes for which the performance award was granted.

Within a reasonable time following the commencement of each performance period, the Committee will, in writing, (1) select the performance goal or goals applicable to the performance period, (2) establish the various targets and bonus amounts which may be earned for such performance period, and (3) specify the relationship between performance goals and targets and the amounts to be earned by each participant for such performance period.

Following the completion of each performance period, the Committee will evaluate whether and the extent to which the applicable performance targets have been achieved and the amounts, if any, payable to participants for such performance period. The Committee will have the right to adjust the amount payable under a performance award at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the performance period. With respect to any participant, the maximum annual number of shares in respect of which all performance awards may be granted under the 2024 Plan is 900,000, and the maximum annual amount of all performance awards that are settled in cash that may be granted in any year is $5,000,000.

Other Stock-Based Awards. The Committee is authorized to grant any other type of awards that are denominated or payable in, valued by reference to, or otherwise based on or related to shares of common stock. The Committee will determine the terms and conditions of such awards, consistent with the terms of the 2024 Plan.

Non-Employee Director Awards. Subject to applicable legal requirements and the limits on compensation paid to non-employee directors as noted above, the Board may provide that all or a portion of a non-employee director’s annual retainer and/or retainer fees or other awards or compensation as determined by the Board be payable in non-qualified stock options, SARs, restricted shares, RSUs and/or other stock-based awards, including unrestricted shares, either automatically or at the option of the non-employee directors. The Board will determine the terms and conditions of any such awards, including those that apply upon the termination of a non-employee director’s service as a member of the Board. Non-employee directors are also eligible to receive other awards pursuant to the terms of the 2024 Plan; provided, however, that with respect to awards made to non-employee directors, the 2024 Plan will be administered by the Board.

Termination of Employment. The Committee will determine the terms and conditions that apply to any award upon the participant’s termination of employment with the company, its subsidiaries and affiliates, and provide or amend such terms in the applicable award agreement or in its rules or regulations.

Change in Control. Unless otherwise provided in an award agreement, a “Change in Control” (as defined in the 2024 Plan) shall not affect the vesting or exercisability of, or restrictions applicable to, outstanding awards.

Subject to certain qualifications and exceptions set forth in the 2024 Plan, the 2024 Plan defines a “Change in Control” to mean:

a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction that requires the approval of the company’s shareholders, unless (1) the stockholders immediately prior to the merger have more than 50% of the combined voting power of the voting securities in the surviving entity or its parent in substantially the same proportions as before the transaction, (2) the individuals who were members of the incumbent Board immediately prior to the execution of the definitive agreement providing for such transaction constitute more than 50% of the members of the board of directors of the surviving entity or its parent, and (3) no person (subject to certain exceptions) owns 35% or more of the voting securities of the surviving entity unless such ownership existed before the transaction;

A complete liquidation or dissolution of the company; or

The sale of all or substantially all of the assets of the company to any person, other than to a subsidiary of the company.

Amendment and Termination. The Board may amend, alter, suspend, discontinue or terminate the 2024 Plan or any portion of the 2024 Plan at any time, except that stockholder approval must be obtained for any such action if such approval is necessary to comply with any tax or regulatory requirement with which the Board deems it desirable or necessary to comply (including the rules and regulations of the NYSE). The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any award, either prospectively or retroactively. The Committee may not materially and adversely affect the rights of any award holder without the award holder’s consent.

The company may cancel any award granted pursuant to the 2024 Plan, require reimbursement of any award by a participant, and effect any other right of recoupment of equity or other compensation provided under the 2024 Plan in accordance with the terms of any award agreement, the company’s NYSE Executive Compensation Recoupment Policy (as it may be amended from time to time) or any company recoupment policies that may be adopted and/or modified from time to time (each, a “Clawback Policy”) including those adopted or modified to comply with any applicable laws. In addition, the company may utilize any method of recovery specified in any such Clawback Policy in connection with any award recoupment pursuant to the terms of any Clawback Policy, and a participant may be required to repay to the company previously paid compensation, whether required by the 2024 Plan or an award agreement, in accordance with any Clawback Policy. By accepting an award, each Participant agrees to be bound by any Clawback Policy as in effect, or as may be adopted and/or modified from time to time by the company in its discretion.

Other Terms of Awards. The company may take action, including the withholding of amounts from any award made under the 2024 Plan, to satisfy withholding and other tax obligations. The Committee may provide for additional cash payments to participants to defray any tax arising from the grant, vesting, exercise or payment of any award.

Effective Date. The 2024 Plan will become effective as of May 9, 2024, provided that the 2024 Plan has been approved by the stockholders of the company at this Annual Meeting. No new awards may be granted under the 2024 Plan after May 9, 2034, the tenth anniversary of the effective date of the 2024 Plan.

The company has not approved any awards that are conditioned on stockholder approval of the 2024 Plan. The company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future under the 2024 Plan because awards granted under the 2024 Plan will be made at the discretion of the Committee. If the proposed 2024 Plan had been in effect in 2023, the company expects that the number of awards granted in 2023 would not have been different from those actually made in that year under the 2016 Plan.

The following is a brief summary of certain U.S. federal income tax aspects of awards under the 2024 Plan based upon the U.S. federal income tax laws in effect on the date hereof. This summary is not intended to be exhaustive and the exact tax consequences to any participant will depend upon his or her particular circumstances and other factors. Participants may also be subject to certain other U.S. state, local and non-U.S. taxes, which are not described herein. Participants in the 2024 Plan are encouraged to consult their own tax advisors with respect to such other tax considerations or particular federal tax implications of awards granted under the 2024 Plan.

Stock Options. The grant of an incentive stock option or a nonqualified stock option with an exercise price not less than the fair market value of the common stock for which it is exercisable on the date of grant is not generally a taxable event to the participant. A participant generally will not recognize taxable income upon exercising an incentive stock option (except that the alternative minimum tax may apply) and the company is not entitled to any deduction for U.S. federal income tax purposes. Upon the exercise of a nonqualified stock option, a participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any income recognized by the participant as a result of the exercise of a nonqualified stock option will be compensation income and will be subject to income and employment tax withholding at the time the option is exercised. The company generally is entitled to a deduction equal to the amount of ordinary income recognized by the participant as a result of the exercise of a nonqualified stock option.

Sale of Common Stock. The sale or other disposition of shares of common stock acquired pursuant to an award under the 2024 Plan generally will be a taxable event to the participant. In general, a participant who sells such shares will recognize gain or loss equal to the difference between the amount realized by the participant on such disposition and the participant’s adjusted tax basis in the shares. A participant’s adjusted tax basis in shares acquired under the 2024 plan generally will be the amount paid for such shares plus the amount, if any, of ordinary income recognized in connection with the purchase or vesting of such shares. Except as described below with respect to shares acquired upon the exercise of an incentive stock option for which the applicable holding periods were not met, any gain or loss resulting from the sale of shares acquired by a participant under the 2024 Plan generally will be taxed as capital gain or loss. A capital gain or loss will be long-term if at the time of the sale, the participant has held the shares for more than one year. The time for which the participant held any stock option prior to its exercise is not taken into account for purposes of determining whether the participant held the shares received upon the exercise of the option for more than one year. Long-term capital gain recognized by a participant generally is taxed at preferential rates. The deductibility of capital losses is subject to limitations.

If a participant sells shares of common stock acquired upon the exercise of an incentive stock option before the end of the period ending two years following the date the option was granted and one year following the exercise of the option, however, a portion of the participant’s gain equal to the difference between (i) the fair market value of the shares on the date the option was exercised (or, if less, the amount realized upon the disposition of those shares), and (ii) the option exercise price, will be characterized as ordinary income, rather than capital gain, at the time of such sale. The company will generally be entitled to an income tax deduction of the same amount.

Stock Appreciation Rights. The grant of a stock appreciation right with an exercise price at least equal to the fair market value (on the grant date) of the common stock to which it relates is not a taxable event to the participant or the company. The exercise of a stock appreciation right will result in the participant recognizing ordinary income on the value of the stock appreciation right at the time of exercise, and the company generally will be entitled to a deduction for the amount of such ordinary income recognized by the participant. The participant also will recognize capital gain or loss on the subsequent sale of any shares acquired upon the exercise of a stock appreciation right. For this purpose, the participant’s adjusted tax basis in the shares is the fair market value of such shares at the time the stock appreciation right is exercised.

Other Stock-Based Awards; Performance Awards. A participant who is granted any other stock-based award that is not subject to any vesting or forfeiture restrictions will generally recognize, at the time of grant (or, if later, at the

time of payment in case of RSUs and similar awards), ordinary income equal to the amount of cash or fair market value of any other property received. If such other stock-based award is in the form of an RSU or a similar award that does not provide for the delivery of shares or cash until a vesting condition (including a performance-based condition) has been satisfied, the participant generally would not recognize ordinary income until the date the vesting condition is satisfied and the shares or cash have been made available to the participant. If such other stock-based award is in the form of property transferred subject to restrictions ((including performance-based vesting conditions), such as a restricted share award, the participant would not recognize ordinary income until the restrictions lapse, unless the participant makes a Section 83(b) Election (as discussed below). The participant’s initial adjusted tax basis in any shares received upon payment or settlement of such a stock-based award is equal to the amount of ordinary income the participant recognized upon receipt of the shares, plus the amount, if any, the participant paid for such shares. The company generally is entitled to a deduction for the amount of ordinary income recognized by the participant with respect to such other stock-based awards at the time the participant recognized the ordinary income.

Section 83(b) Considerations. A participant who receives a grant of (or otherwise acquire) shares of common stock subject to a “substantial risk of forfeiture” may make an election under Section 83(b) of the Code (a “Section 83(b) Election”) with respect to such shares within 30 days following the date on which the shares are acquired. If shares acquired pursuant to an award under the 2024 Plan are subject to a substantial risk of forfeiture and the participant does not make a Section 83(b) Election, the participant would recognize ordinary income equal to the excess, if any, of the fair market value of the shares on the first date that the shares are no longer subject to a substantial risk for forfeiture and are transferable, over the price paid, if any, for such shares. In contrast, a participant who makes the Section 83(b) Election with respect to such shares will recognize ordinary income in the year of grant equal to the excess, if any, of the fair market value of the shares acquired over the price paid for such shares (if any); the participant would not recognize any further ordinary income at the time the shares are no longer subject to a substantial risk of forfeiture. Thus, any further appreciation in the fair market value of such shares common stock generally will be taxed as a capital gain, rather than as ordinary income, when the shares are sold as discussed more fully above.

A Section 83(b) Election may be disadvantageous, however, if the participant included amounts in income as a result of making the Section 83(b) Election and the shares subsequently decreased in value, inasmuch as any losses recognized on a subsequent disposition of such shares would be capital losses, the deductibility of which is subject to certain limitations. Additionally, if the participant ultimately forfeits the shares, no deduction will be available to such participant with respect to any income inclusion that resulted from the Section 83(b) Election.

A Section 83(b) Election may not be available with respect to certain forms of awards. There can be no assurances as to whether the applicable tax rates will change or whether the value of the shares will appreciate. A participant who purchases or acquires shares subject to a substantial risk of forfeiture is urged to consult his or her personal tax advisor regarding the effects of a Section 83(b) Election.

Company Tax Deductions. In general, the company will be able to deduct the amount of ordinary income a participant recognizes in connection with the exercise of an option or stock appreciation right or the vesting or payment of another stock-based award. The company’s deduction, however, may be limited by Section 162(m) of the Code, which generally limits the deductibility of compensation paid to any current or prior named executive officer in any one year to $1,000,000 (excluding certain grandfathered or excluded amounts).

The table below includes information about our equity compensation plans as of December 31, 2023:

The Board and the Human Resources Committee unanimously recommend that the stockholders vote FOR the proposal to approve the 2024 Plan.

The approval of the 2024 Plan requires the affirmative vote of a majority of the votes entitled to vote and present in person or represented by proxy at the Annual Meeting. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the proposal. Broker non-votes will not impact the outcome of this matter.

Proposal 4 asks that our stockholders vote to ratify the Audit Committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm to audit our financial statements and internal control over financial reporting for the 2024 fiscal year. You can find more information about our relationship with Ernst & Young LLP on page 91 of this proxy statement.

Approval of this proposal requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on the matter. If you abstain from voting on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, your abstention will have the same effect as a vote against the proposal.

The Board and the Audit Committee unanimously recommend that the stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024.

The table below lists the beneficial ownership of our common stock as of March 22, 2024 (unless otherwise noted) by all directors, director nominees each of our NEOs, and the directors, director nominees and executive officers as a group. The table also lists all institutions and individuals known to hold more than 5% of our common stock, as obtained from SEC filings. The percentages shown are based on outstanding shares of common stock as of March 22, 2024. Unless otherwise noted, the address for each person listed is our principal office.