UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 9, 2024, Ryman Hospitality Properties, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”). The results of the stockholder vote on the 2024 Plan are set forth below under Item 5.07 of this Current Report on Form 8-K.
A description of the 2024 Plan was included as part of “Proposal 3: Approval of the 2024 Omnibus Incentive Plan” and “Summary of the 2024 Plan” in the Company’s Proxy Statement that was filed with the Securities Exchange Commission on April 4, 2024 and is incorporated herein by reference. Such description is qualified in its entirety by reference to the text of the 2024 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As of the record date for the Annual Meeting, there were 59,890,257 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 53,770,345 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 | 50,784,418 | 360,683 | 7,962 | 2,617,282 | ||||||||||||
| Alvin Bowles Jr. | 51,108,615 | 36,640 | 7,808 | 2,617,282 | ||||||||||||
| Mark Fioravanti | 50,815,373 | 329,298 | 8,392 | 2,617,282 | ||||||||||||
| William E. Haslam | 51,105,576 | 39,616 | 7,871 | 2,617,282 | ||||||||||||
| Erin Mulligan Helgren | 51,128,689 | 16,361 | 8,013 | 2,617,282 | ||||||||||||
| Fazal Merchant | 50,990,879 | 153,992 | 8,192 | 2,617,282 | ||||||||||||
| Christine Pantoya | 51,001,933 | 142,163 | 8,967 | 2,617,282 | ||||||||||||
| Robert Prather, Jr. | 49,271,084 | 1,874,012 | 7,967 | 2,617,282 | ||||||||||||
| Colin Reed | 50,108,532 | 1,036,759 | 7,772 | 2,617,282 | ||||||||||||
| Michael Roth | 50,168,405 | 976,662 | 7,996 | 2,617,282 | ||||||||||||
| 2. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 proxy statement (i.e., “say-on-pay”): |
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 48,426,270 | 2,710,856 | 15,937 | 2,617,282 | |||||||||||
| 3. | Approval of the 2024 Plan: |
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 47,946,470 | 3,194,539 | 12,054 | 2,617,282 | |||||||||||
| 4. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year: |
| For | Against | Abstentions | ||||||||
| 52,485,071 | 1,278,771 | 6,503 | ||||||||
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| 10.1 | Ryman Hospitality Properties, Inc. 2024 Omnibus Incentive Plan. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 9, 2024 | By: | /s/ Scott J. Lynn | |
| Name: | Scott J. Lynn | ||
| Title: | Executive Vice President, General Counsel and Secretary | ||