Ryman Hospitality Properties Inc. (REIT) filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

 

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 7, 2026

 

 

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:

 

¨	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 5.07.

Submission of Matters to a Vote of Security Holders.

 

On May 7, 2026, 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 63,109,272 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 59,147,731 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 ten director nominees:

 

		For				Against				Abstain				Broker Non- Votes
Rachna Bhasin			56,043,717				360,164				142,281				2,601,569
H. Eric Bolton, Jr.			55,072,077				1,457,570				16,515				2,601,569
Alvin Bowles, Jr.			56,355,297				67,151				123,714				2,601,569
Mark Fioravanti			56,262,756				266,339				17,067				2,601,569
William E. Haslam			56,363,918				166,801				15,443				2,601,569
Erin Mulligan Helgren			56,503,281				26,948				15,933				2,601,569
Christine Pantoya			55,950,982				579,846				15,334				2,601,569
Robert Prather, Jr.			55,464,584				1,044,267				37,311				2,601,569
Colin Reed			55,461,415				1,068,484				16,263				2,601,569
Michael Roth			55,583,902				945,703				16,557				2,601,569

 

2.

Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Company’s 2026 proxy statement (i.e., “say-on-pay”):

 

For				Against				Abstentions				Broker Non-Votes
	54,747,227				1,776,701				22,234				2,601,569

 

3.

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year:

 

For				Against				Abstentions
	57,726,765				1,405,876				15,090

 

 

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: May 8, 2026	By:	/s/ Scott J. Lynn
	Name:	Scott J. Lynn
	Title:	Executive Vice President, General Counsel and Secretary