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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): March 21, 2023

 

 

 

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: (615316-6000

 

(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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 21, 2023, the Board of Directors (the “Board”) of Ryman Hospitality Properties, Inc. (the “Company”) accepted the resignation of Christian A. Brickman as a member of the Board and as a member of the Company’s Audit Committee, effective immediately. Mr. Brickman, in accordance with the Company’s Corporate Governance Guidelines, tendered his resignation in connection with his acceptance of a new position with Pritzker Private Capital. Mr. Brickman’s resignation is not the result of any disagreement with the Company. In connection with Mr. Brickman’s resignation and in recognition of his service and contributions to the Company, the Board approved the payment of Mr. Brickman’s quarterly cash compensation for the quarterly period ending March 31, 2023, as well as the accelerated vesting of 1,420 outstanding and unvested restricted stock units previously granted to Mr. Brickman under the Company’s 2016 Omnibus Incentive Plan. The restricted stock units were scheduled to vest entirely on May 12, 2023.

 

Effective with the Board’s acceptance of Mr. Brickman’s resignation, the Board approved a reduction in the size of the Board from ten (10) members to nine (9) members.

 

 

 

 

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: March 21, 2023 By: /s/ Scott J. Lynn
  Name: Scott J. Lynn
  Title: Executive Vice President, General Counsel and Secretary