Current Report Filing (8-k)
May 16 2022 - 4:00PM
Edgar (US Regulatory)
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2022-05-12
2022-05-12
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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 16, 2022 (May 12, 2022)
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact name of registrant as specified
in its charter)
Delaware |
|
1-13079 |
|
73-0664379 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
One
Gaylord Drive
Nashville, Tennessee |
37214 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s 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:
¨ |
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) |
¨ |
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)) |
|
Securities registered pursuant to Section 12(b) of the Act: |
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on
Which Registered |
Common Stock, par value $.01 |
|
RHP |
|
New York Stock Exchange |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 12, 2022, Ryman Hospitality Properties,
Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). As of the record date
for the Annual Meeting, there were 55,145,530 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 50,695,948 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- Votes | |
Rachna Bhasin | |
| 46,705,408 | | |
| 1,523,368 | | |
| 7,309 | | |
| 2,459,863 | |
Alvin Bowles Jr. | |
| 48,131,095 | | |
| 98,050 | | |
| 6,940 | | |
| 2,459,863 | |
Christian Brickman | |
| 47,990,955 | | |
| 238,314 | | |
| 6,816 | | |
| 2,459,863 | |
Mark Fioravanti | |
| 47,614,217 | | |
| 615,014 | | |
| 6,854 | | |
| 2,459,863 | |
Fazal Merchant | |
| 48,154,170 | | |
| 74,611 | | |
| 7,304 | | |
| 2,459,863 | |
Patrick Moore | |
| 46,885,077 | | |
| 1,343,831 | | |
| 7,177 | | |
| 2,459,863 | |
Christine Pantoya | |
| 47,959,343 | | |
| 270,027 | | |
| 6,715 | | |
| 2,459,863 | |
Robert Prather, Jr. | |
| 43,438,958 | | |
| 4,782,717 | | |
| 14,410 | | |
| 2,459,863 | |
Colin Reed | |
| 45,642,417 | | |
| 1,791,927 | | |
| 801,741 | | |
| 2,459,863 | |
Michael Roth | |
| 47,641,080 | | |
| 588,138 | | |
| 6,867 | | |
| 2,459,863 | |
2. Approval, on an advisory basis, of the compensation of the
Company’s named executive officers as disclosed in the Company’s 2022 proxy statement (i.e., “say-on-pay”):
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 44,452,709 | | |
| 3,771,869 | | |
| 11,507 | | |
| 2,459,863 | |
3. Ratification of the appointment of Ernst & Young
LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year:
For | | |
Against | | |
Abstentions | |
| 49,657,132 | | |
| 1,032,609 | | |
| 6,207 | |
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 16, 2022 |
By: |
/s/ Scott J. Lynn |
|
Name: |
Scott J. Lynn |
|
Title: |
Executive Vice President, General Counsel and Secretary |
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