Current Report Filing (8-k)
December 01 2017 - 4:44PM
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): December 1, 2017 (November 30, 2017)
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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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 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 Companys 2018 annual meeting of
stockholders, at which time he will be considered for election for a one year term expiring in 2019.
Mr. Merchants
compensation for his services as director will be consistent with that of the Companys other
non-employee
directors, as described in Exhibit 10.28 to the Companys 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. Merchants 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.
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FINANCIAL STATEMENTS AND EXHIBITS.
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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: December 1, 2017
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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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