false
0001040829
0001040829
2025-08-07
2025-08-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 7, 2025
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 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Effective as of August 7,
2025, 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 H. Eric Bolton, Jr., 68, to fill the
vacancy created by such increase.
The Board has determined
that Mr. Bolton qualifies as an independent director within the meaning of the New York Stock Exchange listing standards. Mr. Bolton
has been named to the Audit Committee of the Board and the Risk Committee of the Board, concurrently with his appointment to the Board.
Mr. Bolton’s compensation for his services as director will be consistent with that of the Company’s other non-employee directors,
as described in Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2024, filed with the Securities and Exchange Commission on February 21, 2025. Other than the foregoing standard compensation
arrangements, there are no other arrangements or understandings between Mr. Bolton and any other person pursuant to which he
was appointed as a director. Mr. Bolton is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Bolton will hold office until the Company’s 2026 annual meeting of stockholders, at which time he will be considered for
election for a one-year term expiring in 2027.
A copy of the press release
announcing the increase in the size of the Board and the appointment of Mr. Bolton is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| 99.1 | Press Release of Ryman Hospitality Properties, Inc. dated
August 7, 2025. |
| 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: August 7, 2025 | By: | /s/
Scott J. Lynn |
| Name: | Scott J.
Lynn |
| Title: | Executive Vice President, General Counsel and Secretary |