| ITEM 5.02. |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS. |
Effective March 1, 2022,
Ryman Hospitality Properties, Inc., a Delaware corporation (the “Company”), announced that Mark Fioravanti, age 60, will continue
serving as President of the Company, and will assume additional management responsibilities, including the direct oversight of the Company’s
Entertainment business segment. Mr. Fioravanti will continue to serve as an employee member of the Company’s board of directors.
Effective March 1, 2022,
the Company also announced that Jennifer Hutcheson, age 44, would assume the position of Executive Vice-President & Chief Financial
Officer of the Company. Ms. Hutcheson, who will report to Mr. Fioravanti, will also continue to serve as the Company’s Corporate
Controller and Chief Accounting Officer.
A description of Mr. Fioravanti’s
and Ms. Hutcheson’s respective business backgrounds and experience is incorporated herein by reference to the information included
under the heading “Information About Our Executive Officers” in Part I, Item 1 of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 25, 2022.
Mr. Fioravanti’s
and Ms. Hutcheson’s change in duties were not made pursuant to any arrangement or understanding between Mr. Fioravanti or Ms. Hutcheson,
as applicable, and any other person. Neither Mr. Fioravanti nor Ms. Hutcheson has any family relationships that would require disclosure
under Item 401(d) of Regulation S-K in this Current Report on Form 8-K, and, except for previously disclosed compensation arrangements
and as otherwise described in this Current Report on Form 8-K, neither Mr. Fioravanti nor Ms. Hutcheson is a party to any material plan,
contract or arrangement with the Company. Neither Mr. Fioravanti nor Ms. Hutcheson is a party to or has any direct or indirect material
interest in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K in this Current Report
on Form 8-K.
In connection with Mr.
Fioravanti’s change in duties, Mr. Fioravanti entered into an amendment to his employment agreement, dated as of March 1, 2022 (the
“Amendment”). The Amendment reflects Mr. Fioravanti’s increased responsibilities and 2022 base salary and short-term
cash incentive compensation targets as a percentage of base salary. A copy of the Amendment is included as Exhibit 10.1 to this
Current Report on Form 8-K. The description of the Amendment included in this Current Report on Form 8-K is a summary, is not complete
and is qualified in its entirety by reference to the terms of the Amendment filed as Exhibit 10.1 hereto and Mr. Fioravanti’s
previously filed employment agreement.
In connection with Ms.
Hutcheson’s change in duties, she entered into an amended and restated severance agreement with the Company (the “Severance
Agreement”), which is in the same form as Ms. Hutcheson’s previous severance agreement, except as follows:
| · | The Severance Agreement has a two year term, with automatic renewals of the same length; |
| · | If Ms. Hutcheson is terminated without cause (or she resigns for good reason) during the 2-year period immediately following a Change
of Control (as defined in the Severance Agreement), she will be entitled to receive: |
| ○ | Two times her base salary for the 12 month period preceding the date of termination, plus |
| ○ | Two times her annual short-term cash incentive compensation for the year preceding the date of termination; and |
| ○ | Continuation of health care coverage at employee rates for two years from the date of the Change of Control. |
A copy of the Severance
Agreement is included as Exhibit 10.2 to this Current Report on Form 8-K. The description of the Severance Agreement included in
this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Severance
Agreement filed as Exhibit 10.2 hereto.
For additional
information regarding Mr. Fioravanti’s and Ms. Hutcheson’s 2022 base salaries, 2022 short-term cash incentive
compensation targets as a percentage of 2022 base salary, and 2022 long-term incentive awards, reference is made to Exhibit 10.31 to
the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 25, 2022.