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): February 22, 2019 (February 22, 2019)

 

 

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))

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 February 22, 2019, the members of the Board of Directors (the “Board”) of Ryman Hospitality Properties, Inc., a Delaware corporation (the “Company”), expanded the number of directors of the Company from nine to ten members and appointed Christine Pantoya to fill the vacancy created by such expansion. The Board has determined that Ms. Pantoya qualifies as an independent director within the meaning of the New York Stock Exchange listing standards. Ms. Pantoya has not been named to any committee of the Board at this time. Ms. Pantoya will hold office until the Company’s 2019 annual meeting of stockholders, at which time she will be considered for election for a one year term expiring in 2020.

Ms. Pantoya’s compensation for her services as director will be consistent with that of the Company’s other non-employee directors, as described in Exhibit 10.25 to the Company’s 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018. Other than the foregoing standard compensation arrangements, there are no other arrangements or understandings between Ms. Pantoya and any other person pursuant to which she was appointed as a director. Ms. Pantoya is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. Pantoya’s appointment to the Board is attached as  Exhibit 99.1  to this Current Report on Form 8-K and is incorporated herein by reference.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits

 

99.1    Press Release of Ryman Hospitality Properties, Inc. dated February 22, 2019.

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: February 22, 2019     By:  

/s/ Scott Lynn

    Name:   Scott Lynn
    Title:   Executive Vice President, General Counsel and Secretary

Exhibit 99.1

 

LOGO

CHRISTINE PANTOYA JOINS RYMAN HOSPITALITY PROPERTIES, INC.

BOARD OF DIRECTORS

NASHVILLE, Tenn. – (February 22, 2019) – Ryman Hospitality Properties, Inc. (NYSE:RHP), a lodging real estate investment trust (“REIT”) specializing in group-oriented, destination hotel assets in urban and resort markets, announced that Christine Pantoya has been elected to its Board of Directors effective as of today. Ms. Pantoya fills a newly-created vacancy on the Board.

“Chris brings extensive digital media and entertainment industry expertise to our company, having most recently served for several years as SVP & Head of Mobile & Direct-to-Consumer for the National Basketball Association, and I am very excited to have her perspective on our Board, especially as we continue to execute our Company’s strategic growth initiatives,” said Colin V. Reed, chairman and chief executive officer of Ryman Hospitality Properties.

Ms. Pantoya joins the current Ryman Hospitality Properties Board of Directors, which is comprised of:

 

  ●  

Michael J. Bender, President and CEO, Eye-Mart Express, Inc.

  ●  

Rachna Bhasin, Founder/CEO, EQ Partners

  ●  

Alvin Bowles, Head of Global Publisher Sales and Operations, Facebook, Inc.

  ●  

Ellen R. Levine, Editorial Consultant, Hearst Magazines

  ●  

Fazal Merchant, Chief Operating Officer and Chief Financial Officer, Tanium

  ●  

Patrick Q. Moore, EVP, Strategy & Business Development, Carter’s Inc.

  ●  

Robert S. Prather, Jr., President and CEO, Heartland Media, LLC

  ●  

Colin V. Reed, Chairman and CEO, Ryman Hospitality Properties

  ●  

Michael I. Roth, Chairman and CEO, The Interpublic Group of Companies, Inc.

Ms. Pantoya currently serves as an advisor to Stay Tuned Digital, an early stage start-up media company. Ms. Pantoya served as SVP & Head of Mobile & Direct-to-Consumer for the National Basketball Association from January 2015 to October 2018. From April 2012 to January 2015, Ms. Pantoya served as VP of Corporate Development and Strategy for Verizon Communications. From June 2008 to April 2012, Ms. Pantoya served as Regional Vice President, Sales and Marketing, for Cox Communications. Prior to such time, Ms. Pantoya served in a variety of roles for Enhanced Wireless, Clearwire and Sprint Nextel.

Ms. Pantoya holds a B.A. degree and an MBA degree from Old Dominion University.

About Ryman Hospitality Properties, Inc .

Ryman Hospitality Properties, Inc. (NYSE:RHP) is a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of four upscale, meetings-focused resorts totaling 8,114 rooms that are managed by lodging operator Marriott International, Inc. under the Gaylord Hotels brand. The Company is a joint venture owner of the 1,501-room Gaylord Rockies Resort & Convention Center, which is also managed by Marriott International, Inc. Other owned assets managed by Marriott International, Inc. include Gaylord Springs Golf Links, the Wildhorse Saloon, the General Jackson Showboat, The Inn at Opryland, a 303-room overflow hotel adjacent to Gaylord Opryland and AC Hotel Washington, DC at National Harbor, a 192-room hotel near Gaylord National. The Company also owns and operates media and entertainment assets, including the Grand Ole Opry (opry.com), the legendary weekly showcase of country music’s finest performers for over 90 years; the Ryman Auditorium, the storied former home of the Grand Ole Opry located in downtown Nashville; 650 AM WSM, the Opry’s radio home; and Ole Red, a country lifestyle and entertainment brand. For additional information about Ryman Hospitality Properties, visit www.rymanhp.com.

 

Investor Relations Contacts:    Media Contacts:

Mark Fioravanti, President and Chief Financial Officer

  

Shannon Sullivan, Vice President of Corporate Communications

Ryman Hospitality Properties, Inc.

  

Ryman Hospitality Properties, Inc.

(615) 316-6588    (615) 316-6725

mfioravanti@rymanhp.com

 

  

ssullivan@rymanhp.com

 

~or~     

Todd Siefert, Vice President of Corporate Finance & Treasurer

    
Ryman Hospitality Properties, Inc.     
(615) 316-6344     

tsiefert@rymanhp.com