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)
| 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 (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) |
| ☐ | 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)) |
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. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
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 Company’s 2018 annual meeting of stockholders, at which time he will be considered for election for a one year term expiring in 2019.
Mr. Merchant’s compensation for his services as director will be consistent with that of the Company’s other non-employee directors, as described in Exhibit 10.28 to the Company’s 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. Merchant’s 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. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| 99.1 | Press Release of Ryman Hospitality Properties, Inc. dated November 30, 2017. |
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: December 1, 2017 | By: | /s/ Scott Lynn | ||||||
| Name: | Scott Lynn | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||