UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On December 19, 2023, the Board of Directors (the “Board”) of Ryman Hospitality Properties, Inc. (the “Company”) increased the size of the Board from nine (9) directors to ten (10) directors and appointed Erin Mulligan Helgren to fill the vacancy created by such increase, in each case effective as of January 1, 2024.
The Board has determined that Ms. Helgren qualifies as an independent director within the meaning of the New York Stock Exchange listing standards. Ms. Helgren has been named to the Audit Committee of the Board, effective as of January 1, 2024, concurrently with her appointment to the Board. Ms. Helgren’s compensation for her services as director will be consistent with that of the Company’s other non-employee directors, as described in Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 24, 2023. Other than the foregoing standard compensation arrangements, there are no other arrangements or understandings between Ms. Helgren and any other person pursuant to which she was appointed as a director. Ms. Helgren is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. Effective as of January 1, 2024, Ms. Helgren will hold office until the Company’s 2024 annual meeting of stockholders, at which time she will be considered for election for a one-year term expiring in 2025.
A copy of the press release announcing the increase in the size of the Board and the appointment of Ms. Helgren, in each case effective as of January 1, 2024, is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements regarding Ms. Helgren’s appointment to the Board and the increase in the size of the Board from nine (9) directors to ten (10) directors, in each case effective as of January 1, 2024. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties that are described in the filings made from time to time by the Company with the Securities and Exchange Commission and include the risk factors and other risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its Quarterly Reports on Form 10-Q and subsequent filings. Except as required by law, the Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | Exhibits |
| 99.1 | Press Release of Ryman Hospitality Properties, Inc. dated December 19, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 19, 2023 | By: | /s/ Scott J. Lynn |
| Name: | Scott J. Lynn | |
| Title: | Executive Vice President, General Counsel and Secretary | |