Edgar Filing: Ryman Hospitality Properties, Inc.

RYMAN HOSPITALITY PROPERTIES, INC.

Date: May 8, 2015

/s/ Scott Lynn

Scott Lynn

Senior Vice President, General Counsel and Secretary

8-K

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 8, 2015 (May 7, 2015)

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))

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 7, 2015, 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 51,246,045 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 44,946,825 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 nine director nominees:


	For		Against		Abstain		Broker Non-Votes
Michael J. Bender		39,660,167		680,353		435,054		4,171,251
E.K. Gaylord II		39,652,897		688,296		434,381		4,171,251
Ralph Horn		40,161,016		179,621		434,937		4,171,251
Ellen Levine		40,216,565		125,683		433,326		4,171,251
Robert S. Prather, Jr.		39,117,091		1,223,663		434,820		4,171,251
Colin V. Reed		40,071,905		264,874		438,795		4,171,251
Michael D. Rose		39,640,422		699,244		435,908		4,171,251
Michael I. Roth		38,913,032		1,427,485		435,057		4,171,251
Patrick Q. Moore		40,205,899		136,397		433,278		4,171,251

2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2015 proxy statement (i.e., “say-on-pay”):


For	Against	Abstentions	Broker Non-Votes
38,785,946	1,539,465	450,163	4,171,251

3. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year:


For	Against	Abstentions
43,169,702	1,312,533	464,590

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.