Current Report Filing (8-k)
May 06 2016 - 4:53PM
Edgar (US Regulatory)
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 6, 2016 (May 5, 2016)
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-13079
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73-0664379
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Gaylord Drive
Nashville, Tennessee
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37214
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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)
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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))
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 5, 2016, Ryman Hospitality Properties, Inc. (the Company) held its annual meeting of stockholders (the Annual
Meeting). At the Annual Meeting, the Companys stockholders approved the Companys 2016 Omnibus Incentive Plan (the 2016 Plan). The results of the stockholder vote on the 2016 Plan are set forth below under Item 5.07
of this Current Report on Form 8-K.
A description of the 2016 Plan was included as part of Proposal 3: Approval of the 2016 Omnibus
Incentive Plan and Summary of the 2016 Omnibus Incentive Plan in the Companys Proxy Statement that was filed with the Securities Exchange Commission on March 29, 2016 and is incorporated herein by reference. Such
description is qualified in its entirety by reference to the text of the 2016 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.
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Submission of Matters to a Vote of Security Holders.
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As of the record date for the
Annual Meeting, there were 50,917,253 shares of the Companys common stock outstanding and entitled to vote on all matters presented to the Companys stockholders at the Annual Meeting. Holders of 46,946,434 shares of the Companys
common stock were present in person or represented by proxy at the Annual Meeting. The following proposals were voted on and approved by the Companys stockholders at the Annual Meeting:
Management Proposals:
1. Election to the Companys
Board of Directors of the following nine director nominees:
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For
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Against
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Abstain
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Broker
Non-Votes
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Michael J. Bender
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43,399,832
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92,354
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97,542
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3,356,706
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Rachna Bhasin
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43,371,614
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64,044
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154,070
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3,356,706
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William F. Hagerty, IV
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43,426,222
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62,964
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100,542
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3,356,706
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Ellen Levine
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42,871,936
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621,998
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95,794
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3,356,706
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Patrick Q. Moore
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43,028,724
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399,440
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161,564
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3,356,706
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Robert S. Prather, Jr.
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42,467,310
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1,022,676
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99,742
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3,356,706
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Colin V. Reed
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42,861,580
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589,125
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139,023
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3,356,706
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Michael D. Rose
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43,375,056
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103,770
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110,902
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3,356,706
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Michael I. Roth
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40,864,678
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2,613,941
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111,109
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3,356,706
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2. Approval, on an advisory basis, of the compensation of the Companys named executive officers as disclosed in the
Companys 2016 proxy statement (i.e., say-on-pay):
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For
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Against
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Abstentions
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Broker Non-Votes
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41,634,788
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1,816,397
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138,543
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3,356,706
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3. Approval of the 2016 Plan:
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For
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Against
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Abstentions
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Broker Non-Votes
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40,931,791
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2,526,588
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131,349
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3,356,706
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4. Ratification of the appointment of Ernst & Young LLP as the Companys independent registered public
accounting firm for the 2016 fiscal year:
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For
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Against
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Abstentions
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46,106,775
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718,281
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121,378
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Item 9.01.
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Financial Statements and Exhibits.
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10.1
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Ryman Hospitality Properties, Inc. 2016 Omnibus Incentive Plan
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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.
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RYMAN HOSPITALITY PROPERTIES, INC.
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Date: May 6, 2016
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By:
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/s/ Scott Lynn
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Name:
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Scott Lynn
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Title:
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Senior Vice President, General Counsel and Secretary
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INDEX TO EXHIBITS
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No.
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Exhibit
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10.1
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Ryman Hospitality Properties, Inc. 2016 Omnibus Incentive Plan
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