-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F0lumTa/7QTQwytDP1QmGWwSi4NpKLKBlk+tu37nmajrVKozz7PpnzxKUZgs/20G Ifib5uopxL03cL4Bg/V6qg== 0001209191-09-027067.txt : 20090518 0001209191-09-027067.hdr.sgml : 20090518 20090518104433 ACCESSION NUMBER: 0001209191-09-027067 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090507 FILED AS OF DATE: 20090518 DATE AS OF CHANGE: 20090518 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GAYLORD ENTERTAINMENT CO /DE CENTRAL INDEX KEY: 0001040829 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 730664379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GAYLORD DR CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6153166000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: NEW GAYLORD ENTERTAINMENT CO DATE OF NAME CHANGE: 19970611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIORAVANTI MARK CENTRAL INDEX KEY: 0001283667 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13079 FILM NUMBER: 09835637 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 3 1 doc3.xml FORM 3 SUBMISSION X0203 3 2009-05-07 0 0001040829 GAYLORD ENTERTAINMENT CO /DE GET 0001283667 FIORAVANTI MARK ONE GAYLORD DRIVE NASHVILLE TN 37214 0 1 0 0 SVP & Treasurer Common Stock 54964 D Stock Option (Right to Buy) 20.30 2003-08-12 2012-08-12 Common Stock 32500 D Stock Option (Right to Buy) 20.03 2004-02-06 2013-02-06 Common Stock 16000 D Stock Option (Right to Buy) 29.01 2005-02-05 2014-02-05 Common Stock 10000 D Stock Option (Right to Buy) 31.13 2005-05-06 2014-05-06 Common Stock 15000 D Stock Option (Right to Buy) 40.22 2006-02-09 2015-02-09 Common Stock 20000 D Stock Option (Right to Buy) 44.30 2007-02-08 2016-02-08 Common Stock 13500 D Stock Option (Right to Buy) 56.14 2008-02-07 2017-02-07 Common Stock 10000 D Stock Option (Right to Buy 38.00 2010-02-04 2018-02-04 Common Stock 25000 D Includes 20,000 performance based restricted stock units that will vest and convert to common stock on a one to one basis on February 4, 2012 subject to vesting requirements. Stock option fully vested on August 12, 2006. Stock option fully vested on February 6, 2007. Stock option fully vested on February 5, 2008. Stock option fully vested on May 6, 2008. Stock option fully vested on February 9, 2009. 3,375 stock options will fully vest on February 8, 2010. The remainder are fully vested. 2,500 stock options will vest on February 7, 2010, and 2,500 stock options will vest on February 7, 2011. The remainder are fully vested. Stock option vests in 1/3 increments over three years beginning on February 4, 2010. Carter R. Todd, Attorney-in-Fact for Mark Fioravanti 2009-05-18 EX-24.3_287077 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned's hereby makes, constitutes and appoints David C. Kloeppel, Carter R. Todd, or F. Mitch Walker, Jr., signing singularly, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Gaylord Entertainment Company, a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of March, 2004. s/Mark Fioravanti STATE OF TENNESSEE COUNTY OF DAVIDSON On this 12th day of March, 2004, Mark Fioravanti personally appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. s/Caroline C. Jones Notary Public My Commission Expires: 11/26/05 -----END PRIVACY-ENHANCED MESSAGE-----