8-K
Ryman Hospitality Properties, Inc. (RHP)
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 eventreported): May 8, 2025
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact name of registrant as specifiedin its charter)
| Delaware | 1-13079 | 73-0664379 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| OneGaylord 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 changedsince 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 <br><br>Which Registered |
| --- | --- | --- |
| Common<br> 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 toa Vote of Security Holders. |
|---|
On May 8, 2025, 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 60,000,729 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 54,644,829 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<br>nine director nominees: | |||
|---|---|---|---|---|
| For | Against | Abstain | Broker<br> Non-Votes | |
| --- | --- | --- | --- | --- |
| Rachna Bhasin | 52,137,880 | 126,945 | 33,912 | 2,346,092 |
| Alvin Bowles Jr. | 52,156,905 | 108,189 | 33,643 | 2,346,092 |
| Mark Fioravanti | 52,091,504 | 192,785 | 14,448 | 2,346,092 |
| William E. Haslam | 52,183,263 | 101,291 | 14,183 | 2,346,092 |
| Erin Mulligan Helgren | 52,238,040 | 40,633 | 20,064 | 2,346,092 |
| Christina Pantoya | 52,186,618 | 97,469 | 14,650 | 2,346,092 |
| Robert Prather, Jr. | 50,760,209 | 1,524,029 | 14,499 | 2,346,092 |
| Colin Reed | 51,634,138 | 650,458 | 14,141 | 2,346,092 |
| Michael Roth | 51,053,851 | 1,230,293 | 14,593 | 2,346,092 |
| 2. | Approval, on an advisory basis, of the compensation of the Company’s<br>named executive officers as disclosed in the Company’s 2025 proxy statement (i.e., “say-on-pay”): | |||
| --- | --- | |||
| For | Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 48,139,605 | 4,130,988 | 28,144 | 2,346,092 | |
| 3. | Ratification of the appointment of Ernst & Young<br>LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year: | |||
| --- | --- | |||
| For | Against | Abstentions | ||
| --- | --- | --- | ||
| 53,168,543 | 1,465,040 | 11,246 |
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<br> HOSPITALITY PROPERTIES, INC. | ||
|---|---|---|
| Date: May 8, 2025 | By: | /s/ Scott J. Lynn |
| Name: | Scott J. Lynn | |
| Title: | Executive<br> Vice President, General Counsel and Secretary |