Edgar Filing: Ryman Hospitality Properties, Inc.

RYMAN HOSPITALITY PROPERTIES, INC.

Date: May 10, 2013

/s/ Scott J. Lynn

Scott J. 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 10, 2013 (May 9, 2013)

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 9, 2013, 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 51,646,396 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 47,683,266 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 eight director nominees:


	For		Against		Abstain		Broker Non-Votes
Michael J. Bender		32,078,857		13,147,306		81,129		2,375,974
E.K. Gaylord II		44,704,399		418,971		183,922		2,375,974
Ralph Horn		44,500,881		733,316		73,095		2,375,974
Ellen Levine		44,742,898		498,376		66,018		2,375,974
Robert S. Prather, Jr.		44,737,874		496,197		73,221		2,375,974
Colin V. Reed		45,119,544		112,535		75,213		2,375,974
Michael D. Rose		45,138,180		95,822		73,290		2,375,974
Michael I. Roth		43,754,312		1,480,337		72,643		2,375,974

2. Ratification of the appointment of Ernst & Young LLP as the Company’s registered independent public accounting firm for the 2013 fiscal year:


For	Against	Abstentions
46,736,431	931,068	15,767

3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2013 proxy statement (i.e., “say-on-pay”):


For	Against	Abstentions	Broker Non-Votes
40,890,368	713,005	3,703,919	2,375,974

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.