UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Ryman Hospitality Properties, Inc.

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TABLE OF CONTENTS

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~~March 29, 2018~~

April 4, 2023

Dear Fellow Stockholder:

I am pleased to invite you to attend the ~~2018~~2023 Annual Meeting of Stockholders of Ryman Hospitality Properties, Inc., which will be held at 10:00 a.m. ~~local~~mountain time on Thursday, May ~~3, 2018~~11, 2023 at the Gaylord ~~Opryland~~Rockies Resort and Convention Center in ~~Nashville, Tennessee.~~Aurora, Colorado. The doors will open at 9:30 a.m. ~~local~~mountain time. You may also attend our annual meeting virtually via the Internet at www.virtualshareholdermeeting.com/RHP2023. Additional information on how to participate in this year’s annual meeting virtually can be found on page 87. Our directors and management team will also be available to answer ~~questions.~~

questions during the annual meeting.

We describe in detail the proposals to be introduced at the annual meeting in the attached Notice of Annual Meeting, Proxy Statement and proxy card. Our ~~2017~~2022 Annual Report to Stockholders, which is not a part of our proxy solicitation materials, is also enclosed.

We intend to conduct the annual meeting both in-person and virtually via the Internet. However, we may impose additional procedures or limitations on in-person meeting attendees, or we may decide to hold the annual meeting entirely online (i.e., a virtual-only meeting). We will announce any changes to the annual meeting via a press release and the filing of additional soliciting material with the Securities and Exchange Commission, and we will also announce any changes on our proxy website, located at http://ir.rymanhp.com/proxy. We encourage you to ~~read our Annual Report.~~

~~We hope you will be able to join us. Whether or not~~check this website in advance if you plan to attend the annual meeting in person.

We encourage you to vote your shares prior to the annual meeting. You can ensure your shares are represented and voted at the annual meeting by promptly voting and submitting your proxy by telephone, by Internet or by completing, signing, dating and returning the enclosed proxy card. Voting instructions are included on the enclosed proxy card. If you attend the annual meeting (whether in-person or virtually), you may continue to have your shares voted as instructed in the proxy, or you may withdraw your proxy at the annual meeting and vote your shares in person.

Thank you for your continued interest in Ryman Hospitality Properties, Inc., and we look forward to seeing you at the annual meeting.

				Sincerely,

				Colin V. Reed
				Executive Chairman of the Board of Directors

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~~Sincerely,~~

~~Colin V. Reed~~

~~Chief Executive Officer &~~

~~Chairman of the Board of Directors~~

~~Page Intentionally Blank~~

Ryman Hospitality Properties, Inc.

Notice of Annual Meeting of Stockholders

Thursday,

May 11, 2023

10:00 a.m. mountain time

~~Thursday, May 3, 2018~~

~~10 a.m. local time~~

Gaylord ~~Opryland~~Rockies Resort

& Convention Center

~~2800 Opryland Drive~~

~~Nashville, Tennessee 37214~~

6700 N. Gaylord Rockies Boulevard

Aurora, Colorado 80019

and live via the Internet at

www.virtualshareholdermeeting.com/RHP2023

Record Date

The close of business

March ~~16, 2018~~

24, 2023

Items of Business

~~To elect the nine~~

	•			To elect the ten (10) nominees identified in this proxy statement for a one-year term as directors;
	•			To approve, on an advisory basis, our executive compensation;
	•			To determine, on an advisory basis, the frequency of the advisory vote on our executive compensation;
	•			To ratify the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for 2023; and
	•			To conduct any other business if properly raised.

~~To approve, on an advisory basis, our executive compensation;~~

~~To ratify the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for 2018; and~~

~~To vote on a stockholder proposal requesting a spin-off of our Entertainment business segment; and~~

~~To conduct any other business if properly raised.~~

You will find more information on the matters for voting in the proxy statement on the following pages. If you are a stockholder of record, you may vote by mail, by toll-free telephone number ~~by using~~or the Internet prior to the meeting, or ~~in person~~you may vote at the ~~meeting.~~

meeting (either in-person or virtually).

Your vote is important to us. We strongly encourage you to exercise your right to vote as a stockholder. Please sign, date and return the enclosed proxy card in the envelope provided, or vote by calling the toll-free number or using the Internet — even if you plan to attend the ~~meeting.~~annual meeting (either in-person or virtually). You may revoke your proxy at any time before the completion of voting for the annual meeting.

You will find instructions on how to vote beginning on page 7.9. Most stockholders vote by proxy and do not attend the annual meeting in person. However, you are entitled to attend the annual meeting if you were a stockholder of record or a beneficial holder as of the close of business on March ~~16, 2018,~~24, 2023, or if you are an authorized representative of any such stockholder or beneficial holder.

By Order of the Board of Directors of Ryman Hospitality Properties, Inc.,

Scott J. Lynn, Secretary

Nashville, Tennessee

~~March 29, 2018~~

April 4, 2023


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May ~~3, 2018.~~11, 2023. This proxy statement and our ~~2017~~2022 annual report to stockholders are available on the internet at: *~~www.rymanhp.com/investorrelations/proxymaterials.htm~~*
	http://ir.rymanhp.com/proxy
	On this site, you will be able to access this proxy statement, our ~~2017~~2022 annual report to stockholders and our annual report on Form 10-K for the fiscal year ended December 31, ~~2017,~~2022, and all amendments or supplements (if any).

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~~Page Intentionally Blank~~


~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Table of Contents


Proxy Summary		1
	Ryman Hospitality Properties, Inc. Annual Meeting of Stockholders		1
	Voting Matters		1
	Director Nominees		1
	Board of Directors Matrix		3
	Company Highlights		2 4
	Compensation Highlights		3 5
	Corporate Governance Highlights		6 8



Questions and Answers About How to Vote Your Shares			7 9

	Proposals		13

~~Proposals~~		12
*Proposal 1:* Election of the ~~Nine~~Ten (10) Nominees for Director Identified in this Proxy Statement		12 13
	*Proposal 2:* Advisory Vote on Executive Compensation		17 19
	*Proposal 3:* Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation		20
	Proposal 4: Ratification of Independent Registered Public Accounting Firm for ~~2018~~2023		18 21



Stock Ownership		31 35
	Beneficial Stock Ownership of Directors, Director Nominees, Executive Officers and Large Stockholders Table		31 35

~~Compensation Discussion and Analysis~~		33
~~Executive Summary~~		33
~~Our Compensation Program~~		36
~~2017 Compensation Decisions~~		37
~~Other Compensation Information~~		43
~~2018 NEO Compensation~~		45

~~Human Resources Committee Report~~		47

~~Executive Compensation~~		48
~~2017 Summary Compensation Table~~		48

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

	Compensation Discussion and Analysis			37
	Executive Summary			37
	~~2017~~Our Compensation Program			42
	2022 Compensation Decisions			43
	Other Compensation Information			52
	2023 CEO Transition			54
	2023 NEO Compensation			55

	Executive Compensation			58
	2022 Summary Compensation Table			58

	2022 Grants of Plan-Based Awards			50 60
	~~2017~~2022 Grants of Plan-Based Awards Table			50 60



Outstanding Equity Awards at ~~2017~~2022 Fiscal Year End		51 61
	Outstanding Equity Awards at ~~2017~~2022 Fiscal Year End Table		51 61



~~2017~~2022 Option Exercises and Stock Vested		53 63
	~~2017~~2022 Option Exercises and Stock Vested Table		53 63

	2022 Pay Versus Performance			64
	2022 Pay Versus Performance Table			64

	Other Compensation Information			54 71
	Pension Benefits			54 71
	Nonqualified Deferred Compensation			54 71
	~~2017~~2022 Nonqualified Deferred Compensation Table			55 72



Potential Payments on Termination or Change of Control		56 73
	Employment and Severance Agreements		56 73
	Description of Potential Payments on Termination or Change of Control		57 73
	Summary of Potential Payments on Termination or Change of Control		60 77



Director Compensation		62 79
	Cash Compensation		62 79
	Equity-Based Compensation		62 79
	Director Stock Ownership Guidelines		62 79
	~~2017~~2022 Non-Employee Director Compensation Table		63 80

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2023 NOTICE OF MEETING AND PROXY STATEMENT



Certain Transactions			64 81



~~Section 16(a) Beneficial Ownership Reporting Compliance~~		64

Equity Compensation Plan Information		65 81
	December 31, ~~2017~~2022 Equity Compensation Plan Information Table		65 81



Our Independent Registered Public Accounting Firm		66 82
	Appointment of Ernst & Young LLP		66 82
	Fee Information		66 82



Audit Committee Report			67 84



Submitting Stockholder Proposals and Nominations for ~~2019~~2024 Annual Meeting		68 86
	Stockholder Proposals		68 86
	Nominations of Board Candidates		68 86



Discretionary Voting of Proxies on Other Matters			69 87


Appendix A – Reconciliation of Non-GAAP Financial Measures to GAAP Measures			A-1

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider, so please read the entire proxy statement before voting. Additionally, for more complete information about our ~~2017~~2022 financial performance, please see our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017.~~

2022.

Ryman Hospitality Properties, Inc. Annual Meeting of Stockholders


*Time and Date:*		10:00 a.m., ~~local~~mountain time, May ~~3, 2018~~11, 2023
*~~Place:~~*	Place:		Gaylord ~~Opryland~~Rockies Resort & Convention Center ~~2800 Opryland Drive~~ ~~Nashville, Tennessee 37214~~ 6700 N. Gaylord Rockies Boulevard Aurora, Colorado 80019
	Record Date:		March ~~16, 2018~~24, 2023
	Number of Common Shares Eligible to Vote at the Meeting (and Record Holders) as of the Record Date:	~~51,214,565 (1,376~~	55,254,089 (754 holders of record)
	Company Principal Executive Offices:		One Gaylord Drive, Nashville, Tennessee 37214
	Date of First Mailing of Proxy Statement and Accompanying Materials to Stockholders:	~~March 29, 2018~~	April 4, 2023

Voting Matters

				Matter		Board Recommendation			Page Reference
~~Matter~~		~~Board Recommendation~~		~~Page Reference~~
*Proposal 1:*			Election of the ~~Nine~~Ten (10) Nominees for Director Identified in this Proxy Statement		FOReach director nominee		12	13
	Proposal 2:			Advisory Vote on Executive Compensation	~~FOR~~	FOR	17		19
	Proposal 3:			Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation		FOR approval of a frequency of every one year for future advisory votes on executive compensation			20
	Proposal 4:			Ratification of Independent Registered Public Accounting Firm for ~~2018~~2023	~~FOR~~	FOR	18
*~~Proposal 4:~~*		*~~Stockholder Proposal Requesting a Spin-off of our Entertainment Business~~* 21		~~NO RECOMMENDATION~~	19

Director Nominees

Rachna Bhasin

2016

Founder/CEO, EQ Partners

Human Resources; Nominating & CG

Shutterstock, Inc.; PropertyGuru Group Limited

Alvin Bowles Jr.

2017

Global VP, Partnerships & Business Engineering, Meta Platforms, Inc.

Audit

—

TABLE OF CONTENTS

Name

Age

Director
Since

Primary
Occupation

Committee
Memberships;
Other Roles

Other Public
Company Boards

  Michael J. Bender
56 2004 President & CEO, Eyemart Express, LLC Human Resources
(Chair) -
  Rachna Bhasin
45 2016 Chief Business Officer, Magic Leap, Inc. Audit -
  Alvin Bowles Jr.
44 2017 Head of Global Publisher Sales and Operations, Facebook, Inc. Audit -
  Ellen Levine
75 2004
Editorial Consultant,
Hearst Magazines
Human Resources;
Nominating & CG -


~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Mark Fioravanti

2022

Chief Executive Officer & President, Ryman Hospitality Properties, Inc.

—

William E. (Bill) Haslam

—

Private Investor

—

Fazal Merchant

2017

Private Consultant

Audit (Chair)

Warner Bros. Discovery, Inc.

Patrick Moore

2015

Former EVP, North American Retail, Carter’s, Inc.

Human Resources (Chair); Nominating & CG

The Interpublic Group of Companies

Christine Pantoya

2019

Chief Commercial Officer & Head of Strategy, FANchise

Audit; Nominating & CG

—

Robert Prather, Jr.

2009

President & CEO, Heartland Media, LLC

Human Resources; Nominating & CG (Chair)

GAMCO Investors, Inc.; Heartland Media Acquisition Corp.

Colin Reed

2001

Executive Chairman of the Board of Directors, Ryman Hospitality Properties, Inc.

—

First Horizon National Corporation

Michael Roth

2022⁽¹⁾

Non-Executive Chairman, Pitney Bowes, Inc.

Human Resources; Nominating & CG

Pitney Bowes, Inc.

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2023 NOTICE OF MEETING AND PROXY STATEMENT

Board of Directors Matrix

The following matrix provides information about our director nominees, including certain types of knowledge, skills and experience possessed by the nominees which our Board believes are relevant to our business. The matrix does not encompass all of the knowledge, skills or experience of the nominees, and does not suggest that a nominee who is not listed as having any particular knowledge, skill or experience is unable to contribute to decision-making in that area.

Knowledge, Skills and Experience

Public Company Board

•

Financial

•

Accounting

•

Strategic Planning

•

HR/Compensation

•

Operations

•

Corporate Governance

•

Media & Entertainment

•

Hospitality/REIT

•

Principal Executive Leadership Role

•

Demographics

Race/Ethnicity

African American

•

Asian/Pacific Islander

•

Hispanic/Latino

White/Caucasian

•

Gender

Female

•

Male

•

Board Tenure

Years

—

19⁽¹⁾

Independence

Independent Director

•

(1)	Mr. Roth previously served as a member of our Board from May 2004 to May 2021. Mr. Roth served as a Director Emeritus from May 2021 until his re-appointment to the Board in February 2022.

TABLE OF CONTENTS

Name

Age

Director
Since

Primary
Occupation

Committee
Memberships;
Other Roles

Other Public
Company Boards

  Fazal Merchant
44 2017
COO & CFO,
Tanium
Audit -
  Patrick Q. Moore
48 2015 EVP, Strategy & Business Development, Carter’s Inc. Audit (Chair) The Interpublic
Group of
Companies
  Robert S. Prather, Jr.
73 2009 President & CEO, Heartland Media, LLC Audit;
Human Resources;
Nominating & CG
Diebold Nixdorf,
Inc.; GAMCO
Investors, Inc.;
Southern
Community
Newspapers, Inc.
  Colin V. Reed
70 2001 Chief Executive Officer and Chairman of the Board of Directors, Ryman Hospitality Properties, Inc. - First Horizon
National
Corporation
  Michael I. Roth
72 2004 Chairman and Chief Executive Officer, The Interpublic Group of Companies Human Resources;
Nominating & CG
(Chair); Lead
Independent
Director The Interpublic
Group of
Companies;
Pitney Bowes, Inc.
(non-executive
chairman)

2023 NOTICE OF MEETING AND PROXY STATEMENT

Company Highlights

Total Stockholder Return

~~As shown in~~

The following table shows the ~~table below, we have delivered significant value~~company’s total stockholder return, or TSR⁽²⁾, as compared to ~~our stockholders~~the S&P 500 Index and the FTSE NAREIT Equity REITs Index, over the last one, three and five ~~years, based on total stockholder return, or TSR~~⁽¹⁾.

years.

⁽¹⁾

(2)

TSR is equal to stock price appreciation plus dividends, with dividends reinvested quarterly. For more information with respect to the comparison of our TSR with that of the S&P 500 Index and the FTSE NAREIT Equity REITs Index over the applicable time periods, please see theCompensation Discussion and Analysis on page ~~33.~~37.

Financial Highlights

Our financial results in 2022 represented a significant improvement from 2021, as our businesses generally returned to, and in some cases exceeded, pre-COVID levels in the second half of 2022 due to a significant improvement in group business in our hospitality segment, as well as increased levels of activity in our entertainment segment. In light of these conditions, our total revenue increased approximately 92% from 2021 ($1.8 billion in 2022, as compared to $939.4 million in 2021), and in 2022 we generated:

a consolidated net income of $134.9 million (as compared to a consolidated net loss of $194.8 million in 2021); and

•	consolidated Adjusted EBITDAre, excluding non-controlling interest in consolidated joint venture⁽³⁾of $540.5 million (as compared to consolidated Adjusted EBITDAre, excluding non-controlling interest in consolidated joint venture of $178.4 million in 2021).

Our efforts in 2022 principally remained focused on operational improvements and cost containment efforts, as well as continued improvements to our company’s financial condition as we continued our recovery from the

(3)

Consolidated Adjusted EBITDAre, excluding non-controlling interest in consolidated joint venture is a non-GAAP financial measure. For a definition of consolidated Adjusted EBITDAre, excluding non-controlling interest in consolidated joint venture and a reconciliation of this non-GAAP financial measure to consolidated net income (loss) (the most comparable GAAP financial measure), and an explanation of why we believe consolidated Adjusted EBITDAre, excluding non-controlling interest in consolidated joint venture presents useful information to investors, see Appendix A.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

~~Financial Highlights~~

COVID-19 pandemic. We believe that our results in 2017 reflect the continued overall strength of our Hospitality business segment, particularly the group meetings sector in which we focus. In addition, the growth in our Entertainment business segment in 2017 continuedcontinue to ~~reflect our strategic~~ focus on ~~expanding this business and the continued popularity of the country music genre and Nashville as a tourist destination. Our 2017 financial highlights included:~~


*~~Increased Revenues~~*	*~~Increased Profitability~~*	*~~Dividend Growth~~*

~~$1.06 billion~~of ~~Hospitality segment revenue~~ ~~(up 1.9% from 2016)~~ ~~$125.1 million~~of ~~Entertainment segment~~ ~~revenue~~~~(up 14.1% from 2016)~~	~~$176.1 million~~ ~~of net income~~~~(up 10.5% from 2016)~~ ~~$360.8 million~~~~of Consolidated Adjusted EBITDA~~~~(up 3.0% from 2016)~~⁽²⁾	~~$3.20 per share~~ ~~annual cash dividend in~~ ~~2017~~ ~~(up 6.7% from 2016)~~ ~~$163.7 millionin total~~ ~~cash dividends~~ ~~(paid for 2017 fiscal year)~~

~~We believe that, as a result of~~ our ~~efforts in 2017, we are better able to meet our corporate~~long-term strategic objectives of increasing funds available for distribution to our stockholders and creating long-term stockholder value. You can find more information about our ~~2017~~2022 financial and operating performance, and its impact on our compensation decisions, in theCompensation Discussion and Analysis beginning on page ~~33.~~

⁽²⁾

Consolidated Adjusted EBITDA is a non-GAAP financial measure. For a definition of Consolidated Adjusted EBITDA and a reconciliation of this non-GAAP financial measure to consolidated net income (the most comparable GAAP financial measure), and an explanation of why we believe Consolidated Adjusted EBITDA presents useful information to investors, see Appendix A.

37.

Compensation Highlights

Objectives

In order to achieve our corporate strategic objectives and to attract, retain and motivate a team of qualified, talented and knowledgeable executives who are capable of performing their responsibilities, we design our executive compensation with the intent of providing competitive compensation programs which reward strong performance and limit compensation when our performance objectives are not achieved. We believe that our compensation programs provide a suitable balance between long- and short-term compensation and have an appropriate performance-based and “at risk” component.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Compensation Program Summary

The ~~key~~ elements of the compensation program for our named executive officers, or NEOs, which are described more fully in the Compensation Discussion and Analysis beginning on page 37, are:

	Compensation Element			Key Characteristics			2022 Compensation Decisions		Percentage of 2022 Target Total Compensation⁽⁴⁾
~~Compensation Element~~		~~Key~~ ~~Characteristics~~		~~2017 Compensation~~ ~~Decisions~~		~~Percentage of 2017~~ ~~Target Total~~ ~~Compensation~~⁽³⁾
Base Salary			• Fixed compensation. • Payable in cash. • Reviewed annually and adjusted when appropriate.		~~Our~~	Mr. Reed, who served as our CEO ~~received~~in 2022, did not receive an ~~8.8%~~ increase in base salary from 2021. Mr. Fioravanti, who served as our President in 2022, and ~~our other NEOs (on average)~~who assumed increased responsibilities in March 2022, received a ~~5.7%~~21.4% increase in base ~~salary.~~salary from 2021. Ms. Hutcheson, who began serving as our EVP & CFO in March 2022, received a 28.5% increase in base salary from 2021. Mr. Chaffin, who served as our EVP & COO-Hotels in 2022, and who assumed increased responsibilities in March 2022, received a 12.4% increase in base salary from 2021. Mr. Lynn, who served as our EVP & GC in 2022, received a 3.0% increase in base salary from 2021.		• ~~19%~~18.7% of our CEO’s target total compensation. • ~~31%~~29.0% of our other NEOs’ target total compensation (on average).
	Short-Term Cash Incentive Compensation			• Variable compensation. • Payable in cash based on performance against annually established performance objectives.			Annual short-term cash incentives were paid to each NEO at ~~123%~~138.7% of the target payout level due to our financial performance ~~(and, also, in the case of our CEO,~~and the achievement of designated strategic ~~objectives). Our CEO~~objectives. Each NEO also received ~~additional~~a discretionary cash incentive compensation award in recognition of ~~his contribution to our operating and financial performance.~~their individual contributions in 2022, as described below.		• ~~27%~~27.0% of our CEO’s target total compensation. • ~~32%~~31.8% of our other NEOs’ target total compensation (on average).
	Long-Term Equity Incentive Compensation			• Variable compensation. • Performance-based RSUs, linked to TSR performance, vesting over a three-year performance period. • Time-based RSUs vesting ratably over four years.			Annual long-term equity incentive compensation ~~to our NEOs~~for 2022 was approximately 50% in the form of TSR-linked performance-based RSUs and 50% in the form of time-based ~~RSUs.~~RSUs (excluding Mr. Fioravanti’s one-time promotional grant of 12,500 time-based RSUs in October 2022).		• ~~52%~~54.0% of our CEO’s target total compensation. • ~~35%~~37.6% of our other NEOs’ target total compensation (on ~~average)~~average, excluding Mr. Fioravanti’s one-time promotional grant).
	Executive-Level Perquisites			• Fixed compensation. • Participation in broad-based plans at same cost as other ~~employees.~~ employees • Certain executive-level perquisites not paid ~~generally~~generally. to our other employees.			Our NEOs received only modest executive-level ~~perquisites.~~perquisites in 2022.		• 2%0.3% of our CEO’s target total compensation. • 2%1.6% of our other NEOs’ target total compensation (on average).

⁽³⁾

(4)

Calculated in the manner described in theCompensation Discussion and Analysis beginning on page ~~33.~~37.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Our Compensation Practices

We also are mindful of the risks to our stockholders that may be inherent in our compensation programs, and we attempt to utilize compensation practices that mitigate these risks. Some of these compensation practices are:

What We Do

✓

✔

We Pay for Performance—We tiepay to performance in a manner that we believe advances our stockholders’ interests by paying a significant portion of our NEOs’ total compensation opportunities in the form of variable compensation. In 2022, 54.2% of our CEO’s total target compensation and 50.7% of our other NEOs’ target total compensation (on average) was performance-based.

✓

✔

Our Annual Performance-Based ~~RSUs~~RSU Awards are Tied to TSR—The annual long-term performance-based awards to our NEOs are in the form of RSUs which vest based on our achievement of TSR compared to the TSR of a designated peer group ~~and~~of other comparable ~~companies.~~companies, and there is no minimum payout level associated with these awards (i.e., all of these awards are “at risk”). We believe these awards incentivize our NEOs and align the interests of our NEOs with our stockholders.

✓

✔

We Hold an Annual Say on Pay Vote—Consistent with the views of our stockholders, initially expressed in 2011 and ~~reiterated~~reaffirmed in 2017, we ~~currently~~continue to conduct an annual “say-on-pay” advisory vote to solicit our stockholders’ views on our compensation programs.

✓

✔

We Solicit Independent Compensation Advice—Our Human Resources Committee retains Aon, ~~Hewitt,~~ a leading independent compensation consultant.

✓

✔

We Require Meaningful Levels of Stock Ownership by Our Executives and Directors—Our stock ownership guidelines require meaningful levels of stock ownership by our executives (including 5x base salary for our CEO) and directors. All NEOs and non-employee directors are currently in compliance with the guideline applicable to them, after taking into account the applicable grace period for our recently appointed directors.

✓

✔

We Have Implemented Meaningful Stock Retention Guidelines—Any officer or director who does not meet the applicable stock ownership guideline (regardless ofany compliance grace period) must hold at least 50% of the net shares received in any stock option exercise or RSU vesting.

✔

Relevant Peer Groups—We use representative and relevant peer groups when determining compensation.

What We Don’t Do

✘

We Don’t Provide Excessive Levels of Guaranteed Compensation—Our short-term cash incentive compensation plan and the terms of the performance-based RSUs issued to our NEOs (which are tied to ~~TSR)~~TSR or company stock price) do not have minimum payout levels. All of this compensation is performance-based and “at risk”.

	O ✘			We Don’t Make “Mid-Stream” Changes to Previously Granted Performance-Based RSU Awards—We believe as a general matter that once issued, changes should not be made to the design of long-term performance-based RSU awards. Accordingly, no changes have been made to any previously-granted performance-based RSU awards.
	✘			We Don’t Make “Single Trigger” Cash Payments Upon a Change of ~~Control—~~Control—Theemployment and severance arrangements with our NEOs require a “double trigger” (requiring both a change of control and termination of employment) for cash severance payments following a change of control.

✘

We Don’t Pay “Gross Ups” For Severance ~~Payments—~~Payments—We do not provide excise or other tax “gross up” payments in connection with any severance payment made to an NEO.

✘

We Don’t Allow Hedging or Significant Pledging of Company Securities by Officers and Directors—Directors and executive officers are prohibited from engaging in hedging transactions designed to offset decreases in the market value of our securities, and directors and executive officers may not pledge a significant amount of company securities without prior approval.

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Corporate Governance Highlights

Our Board of Directors has adopted governance policies that we believe are in the best interests of our stockholders, including:

~~Annual election of all directors.~~

~~Non-management director retirement at age 75.~~

~~Average board tenure.~~

Since 2015 the Board of Directors has added 4 new independent directors, which has reduced the average tenure of our independent directors from 15 years to 7 years and which has reduced the average age of our independent directors from 67 to 57 (in each case as compared to 2015).

~~Majority vote standard in uncontested elections.~~

~~Independent, involved and informed Board of Directors.~~

~~All directors currently serving as directors, other than our CEO, are independent.~~

All of our incumbent directors who served on the Board during 2017 attended more than 75% of the meetings of the Board and those committees of which the director was a member, during the period in which he or she served as a director, in the aggregate during 2017 (all incumbent directors had an attendance percentage with respect to such meetings of 94% or higher).

~~Board orientation for new members and ongoing director education.~~

~~Lead Independent Director.~~

~~Independent Board committees.~~

~~Our three active standing Board committees are comprised solely of independent directors.~~

~~Executive sessions of independent directors are held at each regularly scheduled Board meeting.~~

~~Annual Board and committee self-evaluations.~~

~~Board oversight of risk management.~~

~~No stockholder rights plan.~~

•	Annual election of all directors.
•	Board refreshment and reduction in average board tenure.
	•	On at least an annual basis, the Nominating and Corporate Governance Committee of our Board of Directors evaluates the Board’s composition to ensure that the Board maintains complementary and diverse skill sets, perspectives, backgrounds and experiences for its continued effectiveness, with the goal of having a mix of years of tenure of Board members between those who have served longer term, medium term, or shorter term.
	•	All of our independent director nominees other than Mr. Prather and Mr. Roth (who previously served as a director from 2004 to 2021 and who re-joined our Board in February 2022) have joined our Board since 2015. Immediately following the Annual Meeting (assuming all director nominees are elected), the average tenure of our independent directors will be 8 years (including Mr. Roth’s years of prior service), as compared to 15 years in 2015, and the average age of our independent directors will be 60 years, as compared to 67 years in 2015.
•	Majority vote standard in uncontested elections.
•	Independent, involved and informed Board of Directors.
	•	All director nominees, other than Mr. Reed and Mr. Fioravanti, are independent.
	•	Each of our directors, including each of our independent directors, had 100% attendance at all Board and committee meetings in 2022.
	•	Board orientation for new members and ongoing director education.
•	A diverse Board, with 44% of our current Board members being diverse, 33% of our current Board members being racially/ethnically diverse, and 22% of our current Board members being female.
•	Independent Lead Director, as well as separate Executive Chairman and Chief Executive Officer positions.
•	Independent Board committees.
	•	Our three active standing Board committees are comprised solely of independent directors.
•	Executive sessions of independent directors are held at each regularly scheduled Board meeting.
•	Annual Board and committee self-evaluations.
•	Board oversight of risk management.
•	No stockholder rights plan.
•	Common stock is the only class of voting securities outstanding.
•	Ongoing engagement with stockholders.
•	Commitment to Environmental, Social and Governance (“ESG”) considerations.

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Questions and Answers

About How to Vote Your Shares

Below are instructions on how to vote, as well as information on your voting rights as a stockholder. Some of the instructions vary depending on how your stock is held. It’s important to follow the instructions that apply to your situation.

Who can vote at the Annual Meeting of Stockholders?

At the Annual Meeting, each holder of shares of our common stock is entitled to one vote for each share of common stock held by such stockholder as of the close of business on March 24, 2023 (the record date).

How do I vote at the Annual Meeting?

Electronically. You may vote using the Internet or by phone.

To use the Internet, go to www.proxyvote.com to transmit your voting instructions up until 11:59 p.m. eastern time on May 10, 2023 (for shares in our 401(k) plan, the voting deadline is 11:59 p.m. eastern time on May 9, 2023). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

To vote by phone, dial 1-800-690-6903 up until 11:59 p.m. eastern time on May 10, 2023 (for shares in our 401(k) plan, the voting deadline is 11:59 p.m. eastern time on May 9, 2023). Have your proxy card in hand when you call and then follow the instructions.

At the Meeting or by Mail. If you hold the shares in your own name, you may also vote at the meeting or by signing and dating each proxy card you receive and returning it in the enclosed prepaid envelope. If you vote by proxy, the proxies identified on the back of the proxy card will vote your shares in accordance with your instructions. If you submit a signed proxy card but do not mark the boxes showing

how you wish to vote, the proxies will vote your shares in accordance with the recommendations of the Board.

How can I participate in the Annual Meeting virtually?

You will be able to log into the virtual annual meeting platform by visiting www.virtualshareholdermeeting.com/RHP2023 and entering the control number found on your proxy materials. Stockholders participating virtually will also be able to submit questions via the virtual meeting platform and to vote their shares. See page 87 for more information on how to participate in this year’s annual meeting virtually.

What is the purpose of the Annual Meeting?

At the Annual Meeting, you and your fellow stockholders will vote on the following matters:

	Proposal		Matter
Q.	1	~~Who can vote at the Annual~~ ~~Meeting?~~
A.		~~You may vote if you owned shares of our common stock at the close of business on March 16, 2018 (the record date).~~

Q.		~~How do I vote at the Annual Meeting?~~
A.		*~~Electronically.~~* ~~You may vote using the Internet or by phone.~~ ~~To use the Internet, go to~~~~www.proxyvote.com~~ to transmit your voting instructions up until 11:59 p.m. Eastern time on May 2, 2018 (for shares in our 401(k) plan, the voting deadline is 11:59 p.m. Eastern time on May 1, 2018). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. To vote by phone, dial 1-800-690-6903 up until 11:59 p.m. Eastern time on May 2, 2018 (for shares in our 401(k) plan, the voting deadline is 11:59 p.m. Eastern time on May 1, 2018). Have your proxy card in hand when you call and then follow the instructions. *~~In Person or by Mail.~~*If you hold the shares in your own name, you may also vote in person at the meeting or by signing and dating each proxy card you receive and returning it in the enclosed prepaid envelope. If you vote by proxy, the proxies identified on the back of the proxy card will vote your shares in accordance with your instructions. If you submit a signed proxy card but do not mark the boxes showing


		~~how you wish to vote, the proxies will vote~~ ~~your shares in accordance with the~~ ~~recommendations of the Board.~~

Q.		~~What is the purpose of the Annual~~ ~~Meeting?~~
A.		~~At the Annual Meeting, you and your fellow~~ ~~stockholders will vote on the following~~ ~~matters:~~
		~~Proposal~~		~~Matter~~
		1		Election of the ~~nine~~ten (10) nominees for director identified in this proxy statement
	2	2		~~Advisory~~ Avisory vote on executive compensation
	3	3	Advisory vote on the frequency of an advisory vote on executive compensation
	4		Ratification of independent registered public accounting firm for ~~2018~~
2023		4		~~Stockholder proposal requesting a spin-off of our Entertainment business~~

		~~You and your fellow stockholders will also~~ ~~be asked to transact any other business that~~ ~~may properly come before the meeting or~~ ~~any adjournment or postponement.~~
			��
Q.		~~What if my shares are held in “street~~ ~~name” by a broker?~~
A.		~~If you do not own your shares directly, but~~ ~~instead are the beneficial owner of shares~~ ~~held in “street name” by a broker, bank or~~ ~~other nominee, your broker, bank or other~~ ~~nominee, as the record holder of the shares,~~ ~~must vote those shares in accordance with~~

You and your fellow stockholders will also be asked to transact any other business that may property come before the meeting or any adjournment or postponement.

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What if my shares are held in “street name” by a broker?

If you do not own your shares directly, but instead are the beneficial owner of shares held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee, as the record holder of the shares, must vote those shares in accordance with your instructions. If you do not give instructions to your broker, bank or other nominee, your broker, bank or other nominee can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. On non-discretionary items for which you do not give instructions, your shares will be counted as “broker non-votes”.

What shares are included on my proxy card?

Your proxy card represents all shares registered in your name with the transfer agent on the record date, including those shares owned pursuant to our 401(k) plan.

Which matters to be presented at the Annual Meeting are discretionary items and may be voted on by a broker?

A discretionary item is a proposal that is considered routine under the rules of the New York Stock Exchange. Shares held in street name may be voted by your broker, bank or other nominee on discretionary items in the absence of voting instructions given by you.

The matters presented in Proposal 1 (Election of Directors), Proposal 2 (Advisory Vote on Executive Compensation) and Proposal 3 (Frequency of an Advisory Vote on Executive Compensation) are not considered routine under the rules of the NYSE. Therefore, brokers, banks or other nominees will not have the ability to vote shares held in street name with respect to those proposals unless the broker, bank or other nominee has received voting instructions from the beneficial owner of the shares held in street name. Broker non-votes will not impact the outcome of

Proposals 1, 2 or 3. It is therefore important that you provide instructions to your broker, bank or other nominee if your shares are held in street name by a broker, bank or other nominee so that you are able to vote with respect to Proposals 1, 2 or 3. Proposal 4 (Ratification of Independent Registered Public Accounting Firm) is considered routine and therefore may be voted upon by your broker, bank or other nominee if you do not give instructions for the shares held in street name by your broker, bank or other nominee. If any other matter that properly comes before the meeting is not considered routine under the rules of the NYSE, broker non-votes will not impact the outcome of this matter.

How many shares must be present to hold the Annual Meeting?

The holders of a majority of the shares of our common stock outstanding on the record date, or 27,627,045 shares, in person or by a valid proxy, must be present at the meeting for any business to be conducted, known as a “quorum.” Proxies received but marked as “abstain,” as well as shares that are counted as broker non-votes, will be counted as shares that are present for purposes of determining the presence of a quorum.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the meeting, we may adjourn the meeting, either with or without a vote of the stockholders. If we propose to have the stockholders vote whether to adjourn the meeting, the people named in the enclosed proxy will vote all shares of our common stock for which they have voting authority in favor of the adjournment.

We also may adjourn the meeting if for any reason the Board determines that adjournment is necessary or appropriate to enable our stockholders to (i) consider fully information which the Board determines has not been sufficiently or timely available to stockholders

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		your instructions. If you do not give instructions to your broker, bank or other nominee, your broker, bank or other nominee can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. On non- discretionary items for which you do not give instructions, your shares will be counted as “broker non-votes.”

~~Which matters to be presented at the~~
~~Annual Meeting are discretionary~~
~~items and may be voted upon by a~~
~~broker?~~

~~A discretionary item is a proposal that is~~
~~considered routine under the rules of the~~
~~New York Stock Exchange, or NYSE.~~
~~Shares held in street name may be voted by~~
~~your broker, bank or other nominee on~~
~~discretionary items in the absence of voting~~
~~instructions given by you.~~

~~The matters presented in Proposal 1~~
~~(Election of Directors), Proposal 2 (Advisory~~
~~Vote on Executive Compensation) and~~
~~Proposal 4 (Stockholder Proposal~~
~~Requesting a Spin-off of our Entertainment~~
~~Business) are not considered routine under~~
~~the rules of the NYSE. Therefore, brokers,~~
~~banks or other nominees will not have the~~
~~ability to vote shares held in street name~~
~~with respect to those proposals unless the~~
~~broker, bank or other nominee has received~~
~~voting instructions from the beneficial owner~~
~~of the shares held in street name. Broker~~
~~non-votes will not impact the outcome of~~
~~Proposals 1, 2 or 4. It is therefore important~~
~~that you provide instructions to your broker,~~
~~bank or other nominee if your shares are~~
~~held in street name by a broker, banker or~~
~~other nominee so that you are able to vote~~
~~with respect to Proposals 1, 2 or 4.~~

~~Proposal 3 (Ratification of Independent~~
~~Registered Public Accounting Firm) is~~
~~considered routine and therefore may be~~
~~voted upon by your broker, bank or other~~
~~nominee if you do not give instructions for~~
~~the shares held in street name by your~~


		~~broker, bank or other nominee. If any other~~ ~~matter that properly comes before the~~ ~~meeting is not considered routine under the~~ ~~rules of the NYSE, broker non-votes will not~~ ~~impact the outcome of this matter.~~

Q.		~~What shares are included on my proxy card?~~
A.		~~Your proxy card represents all shares registered in your name with the transfer agent on the record date, including those shares owned pursuant to our 401(k) plan.~~

Q.		~~How are shares in the Company’s 401(k) Plan voted?~~
A.		Participants in our 401(k) plan are entitled to vote the shares held under the plan in their name. To do this, you must sign and return the proxy card you received with this proxy statement no later than May 1, 2018. Your proxy card will be considered your confidential voting instructions, and the plan trustee will direct your vote in the manner you indicate. The voting results for all shares held in the plan will be tabulated by our transfer agent for all participants and reported to the plan trustee on an aggregate basis. The overall vote tallies will not show how individual participants voted. The trustee will vote the shares at the meeting through the custodian holding the shares. If a plan participant’s voting instructions are not received by our transfer agent before the meeting, or if the proxy is revoked by the participant before the meeting, the shares held by that participant will be considered unvoted. All unvoted shares in the plan will be voted at the meeting by the plan trustee in direct proportion to the voting results of plan shares for which proxies are voted.

Q.		~~How many shares must be present to hold the Annual Meeting?~~
A.		The holders of a majority of the shares of our common stock outstanding on the record date, or 25,607,283 shares, in person or by a valid proxy, must be present at the meeting for any business to be conducted, known as a “quorum.” Proxies received but marked as


~~2018~~2023 NOTICE OF MEETING AND PROXY STATEMENT

or (ii) otherwise effectively exercise their voting rights. An adjournment will have no effect on the business that may be conducted at the meeting.

How does the Board recommend I vote on each of the proposals?

The Board recommends that you vote as follows on each of the following proposals:

	Proposal		Matter
	1	~~“abstain,” as well as shares that are counted as broker non-votes, will be counted as shares that are present for purposes of determining the presence of a quorum.~~

Q.		~~What if a quorum is not present at the Annual Meeting?~~
A.		If a quorum is not present at the scheduled time of the meeting, we may adjourn the meeting, either with or without a vote of the stockholders. If we propose to have the stockholders vote whether to adjourn the meeting, the people named in the enclosed proxy will vote all shares of our common stock for which they have voting authority in favor of the adjournment.
		We also may adjourn the meeting if for any reason the Board determines that adjournment is necessary or appropriate to enable our stockholders to (i) consider fully information which the Board determines has not been sufficiently or timely available to stockholders or (ii) otherwise effectively exercise their voting rights. An adjournment will have no effect on the business that may be conducted at the meeting.

Q.		~~How does the Board recommend I vote on each of the proposals?~~
A.		~~The Board recommends that you vote as follows on each of the following proposals:~~
		~~Proposal~~	~~Matter~~
		1	FOR election of the ~~nine~~ten (10) nominees for director identified in this proxy statement
	2	2	FOR approval of the advisory vote on executive compensation
	3	3	FOR approval of a frequency of every one year for future advisory votes regarding executive compensation
	4		FOR ratification of independent registered public accounting firm for ~~2018~~ 2023

How do I change my vote?

You can revoke your proxy at any time before the meeting by:

Submitting a later-dated proxy card by mail or transmitting new voting instructions via internet or phone;

Giving written notice to Scott J. Lynn, our corporate secretary, stating that you are revoking your proxy; or

Attending the meeting either in-person or virtually and voting your shares.

If you hold your shares in “street name” your broker, bank or other nominee will provide you with instructions on how to revoke your proxy.

Who will count the votes?

Representatives of Broadridge will count the votes and act as the independent inspector of elections.

How are shares in the Company’s 401k plan voted?

401(k) plan participants may vote the shares held under the plan in their name by signing and returning the proxy card you received no later than May 9, 2023. Your vote will be confidential, and the plan trustee will direct your vote in the manner you indicate. The voting results for all shares in the plan will be tabulated for all participants and reported on an aggregate basis. The trustee will vote the shares at the meeting through the custodian holding the shares. If a plan participant’s voting instructions are not received before the meeting (or later revoked) the shares will be considered unvoted. All unvoted shares will be voted at the meeting by the plan trustee in direct proportion to the voting results of plan shares for which proxies are voted.

What if I send in my proxy card and do not specify how my shares are to be voted?

If you send in a signed proxy card but do not give any voting instructions, your shares will be voted as follows on each of the following proposals:

~~NO RECOMMENDATION ON~~ ~~the stockholder proposal requesting a spin-off of our Entertainment business~~


Q.		~~How do I change my vote?~~
A.		~~You can revoke your proxy at any time before the meeting by:~~


•		~~Submitting a later-dated proxy card by~~ ~~mail or transmitting new voting~~ ~~instructions via internet or phone;~~
•		~~Giving written notice to Scott J. Lynn, our~~ ~~corporate secretary, stating that you are~~ ~~revoking your proxy; or~~
•		~~Attending the meeting and voting your~~ ~~shares in person.~~

		~~If you hold your shares in “street name”~~ ~~your broker, bank or other nominee will~~ ~~provide you with instructions on how to~~ ~~revoke your proxy.~~

Q.		~~Who will count the votes?~~
A.		~~Representatives of Broadridge will count~~ ~~the votes and act as the independent~~ ~~inspector of elections.~~

Q.		~~What if I send in my proxy card~~ ~~and do not specify how my shares~~ ~~are to be voted?~~
A.		~~If you send in a signed proxy card but do~~ ~~not give any voting instructions, your~~ ~~shares will be voted as follows on each of~~ ~~the following proposals:~~
		~~Proposal~~		~~Matter~~
		1		FOR election of the ~~nine~~ten (10) nominees for director identified in this proxy statement
	2	2		FOR approval of the advisory vote on executive compensation
	3	3	FOR approval of a frequency of every one year for future advisory votes regarding executive compensation
	4		FOR ratification of independent registered public accounting firm for ~~2018~~
2023		4		~~NOT VOTED FOR OR AGAINST~~ ~~the stockholder proposal requesting a spin-off of our Entertainment business and will be treated as ABSTENTIONS, and thus will have the same effect as a vote AGAINST this proposal~~

How will the proxies vote on any other business brought up at the Annual Meeting?

We are not aware of any other business to be considered at the meeting other than the

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proposals described in this proxy statement. If any other business is properly presented at the meeting, your signed proxy card authorizes Colin V. Reed, Robert Prather and Scott J. Lynn to use their discretion to vote on these other matters.

What are my voting options on Proposal 1 (Election of Directors)?

You may:

•
Q.			~~How will the proxies vote on any~~ ~~other business brought up at the~~ ~~Annual Meeting?~~
A.			~~We are not aware of any other business to~~ ~~be considered at the meeting other than~~ ~~the proposals described in this proxy~~ ~~statement. If any other business is~~ ~~properly presented at the meeting, your~~ ~~signed proxy card authorizes Colin V.~~ ~~Reed, Michael I. Roth and Scott J. Lynn to~~ ~~use their discretion to vote on these other~~ ~~matters.~~

Q.			~~What are my voting options on~~ ~~Proposal 1 (Election of Directors)?~~
A.			~~You may:~~
•			Vote FORall of the director nominees;

•

Vote FORspecific director nominees;

•

Vote AGAINSTall director nominees;

•

Vote AGAINSTspecific director
nominees;

•

ABSTAIN from voting with respect to
all of the director nominees; or

•

ABSTAIN from voting with respect to
specific director nominees.

~~A nominee will be elected as a director if~~
~~the number of votes cast “FOR” such~~
~~nominee’s election exceeds the number of~~
~~votes cast “AGAINST” such nominee’s~~
~~election (with abstentions and broker~~
~~non-votes~~ ~~not counted as votes cast either~~
~~for or against such election). Proxies may~~
~~not be voted for more than nine directors,~~
~~and stockholders may not cumulate votes~~
~~in the election of directors.~~

~~Under our Corporate Governance~~
~~Guidelines and Bylaws, each incumbent~~
~~nominee for director agrees that if he or~~
~~she fails to receive the required majority~~
~~vote in a director election, the director will~~
~~tender a resignation for consideration by~~
~~the Nominating and Corporate~~
~~Governance Committee and, ultimately,~~
~~the Board. If the resignation is accepted,~~
~~the nominee will no longer serve on the~~
~~Board. If the resignation is rejected, the~~
~~nominee will continue to serve on the~~

A nominee will be elected as a director if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” such nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or against such election). Proxies may not be voted for more than ten (10) directors, and stockholders may not cumulate votes in the election of directors. See “Majority Voting Standard for Director Elections” below for the effect of a director nominee failing to receive the required majority vote in an election.

What are my voting options on the other proposals?

When voting on either Proposal 2 (Advisory Vote on Executive Compensation) or Proposal 4 (Ratification of Independent Registered Public Accounting Firm), you may:

Vote FOR the proposal;

Vote AGAINST the proposal; or

ABSTAIN from voting.

If you abstain from voting on Proposal 2 or Proposal 4, your shares will be counted as present in person or represented by proxy and entitled to vote on such proposal, and thus the abstention will have the same effect as a vote AGAINST such proposal. With respect to Proposal 3 (Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation), you may vote FOR EVERY YEAR, FOR EVERY TWO YEARS, FOR EVERY THREE YEARS or you may elect to ABSTAIN from voting. If you abstain from voting on Proposal 3, this abstention will have no effect on the outcome of the vote.

Is my vote confidential?

Yes. All proxy cards and vote tabulations that identify an individual stockholder are kept confidential. Except to meet legal requirements, your vote will not be disclosed to us unless a proxy solicitation is contested, you write comments on the proxy card, or you authorize disclosure of your vote. However, we may confirm whether a stockholder has voted or take other actions to encourage voting.

How many votes are required to approve each proposal?

With respect to Proposal 1, a director nominee will be elected as a director if the number of votes cast “FOR” such nominee exceed the number of votes cast “AGAINST” such nominee (with abstentions and broker non-votes not counting as votes cast for or against a nominee). With respect to Proposals 2 and 4, a majority of shares entitled to vote and present in person or by proxy is required to approve each such proposal. With respect to Proposal 3, the affirmative vote of a plurality of the votes cast is required for the approval of Proposal 3.

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			~~Board. Under our Corporate Governance~~ ~~Guidelines and Bylaws, any new nominee~~ ~~will not be elected to the Board if he or she~~ ~~fails to receive the required majority vote~~ ~~in an election.~~

Q.			~~What are my voting options on the~~ ~~other proposals?~~
A.			~~When voting on either Proposal 2~~ ~~(Advisory Vote on Executive~~ ~~Compensation) or Proposal 3 (Ratification~~ ~~of Independent Registered Public~~ ~~Accounting Firm) or Proposal 4~~ ~~(Stockholder Proposal Requesting a~~ ~~Spin-off of our Entertainment Business),~~ ~~you may:~~ ~~• Vote FOR the proposal;~~ ~~• Vote AGAINST the proposal; or~~ ~~• ABSTAIN from voting.~~
			~~If you abstain from voting on Proposal 2,~~ ~~Proposal 3 or Proposal 4, your shares will~~ ~~be counted as present in person or~~ ~~represented by proxy and entitled to vote~~ ~~on such proposal, and thus the abstention~~ ~~will have the same effect as a vote~~ ~~AGAINST such proposal.~~

Q.			~~Is my vote confidential?~~
A.			~~Yes. All proxy cards and vote tabulations~~ ~~that identify an individual stockholder are~~ ~~kept confidential. Except to meet legal~~ ~~requirements, your vote will not be~~ ~~disclosed to us unless a proxy solicitation~~ ~~is contested, you write comments on the~~ ~~proxy card, or you authorize disclosure of~~ ~~your vote. However, we may confirm~~ ~~whether a stockholder has voted or take~~ ~~other actions to encourage voting.~~

~~2018~~2023 NOTICE OF MEETING AND PROXY STATEMENT


Q.	~~How many votes are required to~~ ~~approve each proposal?~~
A.	~~The following votes will be required to~~ ~~approve each proposal:~~
	~~Proposal~~	~~Vote Required~~
	1 ~~(Election of the~~ ~~nine nominees~~ ~~for director~~ ~~identified in this~~ ~~proxy statement)~~	~~Votes cast “FOR” must exceed votes cast “AGAINST” any nominee~~~~(abstentions and broker non-votes will not be counted as votes cast for or against)~~
	2 ~~(Advisory vote~~ ~~on executive~~ ~~compensation)~~	~~Majority~~~~of shares entitled to vote and present in person or by proxy~~
	3 ~~(Ratification of~~ ~~independent~~ ~~registered~~ ~~public~~ ~~accounting~~ ~~firm)~~	~~Majority~~~~of shares entitled to vote and present in person or by proxy~~
	4 ~~(Stockholder~~ ~~proposal~~ ~~requesting a~~ ~~spin-off of our~~ ~~Entertainment~~ ~~business)~~	~~Majority~~~~of shares entitled to vote and present in person or by proxy~~

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

Proposals

Proposal 1 (Election of the ~~Nine~~Ten (10) Nominees for Director Identified in this Proxy Statement)

The information below about the business background of each nominee for director has been provided by each nominee. All nominees other than Mr. Haslam are currently directors. In case any nominee is not available to serve as a director, the person or persons voting the proxies may vote your shares for such other person or persons designated by the Board if you have submitted a proxy card.

The Board may also choose to reduce the number of directors to be elected at the meeting. Each of the nominees shall be elected to serve as a director until the annual meeting of stockholders in ~~2019~~2024 or until his or her respective successor is otherwise duly elected and qualified, or until his or her earlier resignation or removal. The names of the nominees for director, along with their present positions, their principal occupations, current directorships held with other public companies, as well as directorships with other public companies during the past five years, their ages and the year first elected as a director, are set forth below. Individual qualifications, experiences and skills that contribute to the Board’s effectiveness as a whole, as determined by the Nominating and Corporate Governance Committee, are also described below.

~~Incumbent Directors Standing for Re-Election~~

	Incumbent Directors Standing for Re-Election
~~Michael J. Bender~~	Rachna Bhasin
~~President & CEO, eyecare retailer Eyemart Express, LLC,~~	Founder/Chief Executive Officer, EQ Partners, a private consulting firm, since January ~~2018; Chief Operating Officer – Global eCommerce~~2019. Ms. Bhasin has served as an independent director of ~~retailer Wal-Mart Stores,~~media company Shutterstock, Inc.~~, July 2014~~ since August 2019 and as an independent director of PropertyGuru Group Limited, a Singapore-based property technology company, since August 2021. From October 2015 to January 2017; EVP and President, West Business Unit of Wal-Mart, February 2011 to July 2014; SVP, Mountain Division of Wal-Mart, February 2010 to February 2011; VP/Regional General Manager at Wal-Mart, February 2009 to February 2010; President/General Manager of the Retail and Alternate Care business of healthcare retailer Cardinal Health, 2003 to 2007. Prior to such time Mr. Bender was Vice President of Store Operations for retailer Victoria’s Secret Stores, and he spent 14 years with beverage company PepsiCo in a variety of sales, finance and operating roles.	~~Qualifications:~~ ~~Mr. Bender’s extensive experience in retail sales in large, complex organizations brings financial, accounting and operational expertise.~~
	~~Current Directorships:~~~~None~~
	~~Former Directorships:~~ ~~None~~
	~~Age:~~ 56
	~~Director since:~~ ~~2004~~


~~Rachna~~2019, Ms. Bhasin
served as Chief Business Officer of Magic Leap, Inc., a digital technology ~~company, since October 2015.~~company. Prior to such time, Ms. Bhasin was Senior Vice-President of Corporate Strategy and Business Development at media company SiriusXM Radio, a position she had held since 2010. From 2007 until 2010 Ms. Bhasin was General Manager, Strategic Partnerships and Personalization at technology company Dell, Inc., and from 2004 to 2007 she served as Vice President of Business Development at the media company EMI Music, North America.		Qualifications: Ms. Bhasin’s experience in the technology ~~media~~ and ~~entertainment~~media industries provide her with a unique perspective on ~~the~~our challenges and ~~opportunities faced by our Entertainment business segment.~~
	opportunities. Current Directorships:~~None~~
	Shutterstock, Inc.; PropertyGuru Group Limited Former Directorships: None
	Age: 45
	50 Director since: 2016

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Alvin Bowles Jr.
	Global Vice-President, Partnerships & Business Engineering, Meta Platforms, Inc. (formerly known as Facebook, Inc.), a technology company, since January 2022; Vice-President, Global Marketing Solutions, Meta, January 2020 to January 2022; Head of Global Publisher Sales and Operations, Facebook, ~~Inc., a technology company, since~~ October ~~2015;~~2015 to January 2020; CEO of media company GrabMedia, March 2011 to September 2015; SVP, Integrated Marketing & Brand Solutions, of media company BET, April 2007 to December 2010; Vice President Sales, Publisher, AOL Black Voices, of media and technology company AOL, April 2005 to April 2007; Vice President, Global Media Group, of entertainment company Time Warner Inc., January 2004 to April 2005.	Qualifications: Mr. Bowles brings operating experience in large, complex organizations as a result of his service as a senior executive of public and private companies, including those with a focus on digital media and technology. Current Directorships: None Former Directorships: None Age: 49 Director since: 2017

	Mark Fioravanti
	~~Current Directorships:~~~~None~~
Our President & Chief Executive Officer since January 2023; our President from March 2022 through December 2022; our President and Chief Financial Officer from March 2015 to March 2022; our Executive Vice President and Chief Financial Officer, June 2009 to March 2015; our Senior Vice President of Finance and Treasurer, June 2007 to March 2015; our Executive Vice President and President of our ResortQuest International subsidiary from March 2004 to June 2007; our Senior Vice President of Marketing, August 2002 to March 2004. Prior to joining us, Mr. Fioravanti served in a variety of roles with gaming company Harrah’s Entertainment, Inc.	~~Former Directorships:~~ ~~None~~
	~~Age:~~ 44 ~~Director since:~~ ~~2016~~

~~Ellen Levine~~

~~Editorial Consultant, Hearst Magazines, a media~~

Qualifications: Mr. Fioravanti’s day-to-day leadership as our CEO, and ~~publishing company, since 2017; Editorial Director, Hearst Magazines, 2006-2017; Editor-in-Chief,~~~~Good Housekeeping~~ ~~magazine, 1994 to 2006;Editor-in-Chief,~~~~Redbook~~~~magazine, 1990 to 1994; Editor-in-Chief,~~~~Woman’s Day~~~~magazine, 1982 to 1990; Senior Editor,~~~~Cosmopolitan~~~~, 1976 to 1982. Ms. Levine was instrumental in founding~~~~O, The Oprah Magazine~~ ~~in 2000 (and continues to serve as its Editorial Consultant),~~~~Food Network Magazine~~ ~~in 2009 and~~~~HGTV Magazine~~ ~~in 2012.~~

~~Qualifications:~~~~Ms. Levine’s service as an executive at a large media and publishing company provides~~his many years of experience in the ~~media and entertainment industries.~~

~~For more information about the Board’s decision to grant~~hospitality industry, provides him with a ~~one-year waiver~~deep knowledge of our ~~non-management director retirement policy with respect to Ms. Levine, see~~operations and a unique insight into our challenges and opportunities.

Current Directorships: None

Former Directorships: None

Age: 61

Director ~~Retirement Policy~~ ~~on page 27.~~

since: 2022

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2023 NOTICE OF MEETING AND PROXY STATEMENT

	Fazal Merchant
	~~Current Directorships:~~~~None~~
	~~Former Directorships:~~ ~~None~~
	~~Age:~~ 75
	Private Consultant, since September 2020; Director ~~since:~~ ~~2004~~


~~Fazal~~of asset management firm Ariel Investments, LLC, since March 2021. Previously, Mr. Merchant
~~Chief Operating~~ served as Co-Chief Executive Officer ~~and Chief Financial Officer,~~of Tanium, a privately-held endpoint security and systems management company, ~~since~~from June 2019 to September 2020; Chief Operating Officer and Chief Financial Officer of Tanium, May ~~2017; consultant~~2017 to June 2019; Consultant to WndrCo, a new media and technology company, December 2016 to May 2017; Chief Financial Officer, media company DreamWorks Animation SKG, September 2014 to September 2016; Chief Financial Officer, media company DirecTV Latin America, December 2013 to September 2014; SVP, Treasurer & Corporate Development, media and technology company DirecTV, July 2012 to April 2014; Managing Director, Head of Global Industrials Group, Americas, financial services company Royal Bank of Scotland, January 2011 to July ~~2012; Managing Director, Global Industrials, financial services company Barclays Capital, May 2004 to January 2011.~~2012.			Qualifications: Mr. Merchant brings ~~operating~~financial and accounting experience in large, complex organizations as a result of his service as a senior executive inand director of public and private companies. ~~Mr. Merchant also has significant experience in the digital media and technology industries.~~ Current Directorships: Warner Bros. Discovery, Inc. Former Directorships: Meritor, Inc. Age: 49 Director since: 2017

	Patrick Moore
	~~Current Directorships:~~~~None~~
	~~Former Directorships:~~ ~~None~~
	~~Age:~~ 44
	~~Director since:~~ ~~2017~~

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~


~~Patrick Q. Moore~~
EVP, ~~Strategy & Business Development,~~North American Retail, Carter’s Inc., a branded marketer of apparel and related products, ~~since~~December 2019 to March 2023; EVP, Strategy & Global Business Development at Carter’s, February 2019 to December 2019; EVP, Strategy & Business Development at Carter’s, August ~~2017;~~2017 to February 2019; Executive Vice President, Chief Strategy and Corporate Development Officer, YP Holdings, a privately-held media and advertising company, June 2013 until July 2017; ~~Partner,~~Principal, McKinsey & Company, a management consulting firm, September 2001 to May ~~2013, where he served a range of consumer, hospitality and media clients and also led McKinsey’s North American Consumer Digital Excellence initiative.~~2013.		Qualifications: Mr. Moore’s ~~experience at a digital media company and at a management consulting firm~~work experiences provide him with a unique perspective on the challenges and opportunities faced by our Entertainment business segment. Mr. Moore also has ~~considerable~~ expertise in the hospitality ~~industry~~segment as a result of his service as a management consultant.
	Current Directorships:The Interpublic Group of Companies Former Directorships: None Age: 53 Director since: 2015

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2023 NOTICE OF MEETING AND PROXY STATEMENT

	Christine Pantoya
	Chief Commercial Officer and Head of Strategy, FANchise, an integrative fan-controlled sports league, since July 2020. Ms. Pantoya has also served as Non-Executive Partner, Delta Partners Group, an investment and advisory firm, since June 2019. Ms. Pantoya has also served as a senior advisor to multiple early-stage companies since January 2019. From November 2020 until June 2022 Ms. Pantoya served as Chief Financial Officer of Omnichannel Acquisition Corp., a consumer-technology focused SPAC. From January 2015 to October 2018, Ms. Pantoya served as SVP & Head of Mobile & Direct-to-Consumer for the National Basketball Association, a professional sports league. From April 2012 to January 2015, Ms. Pantoya served as VP of Corporate Development and Strategy for telecommunications company Verizon Communications. Prior to such time, Ms. Pantoya served in a variety of roles for telecommunications companies Cox Communications, Enhanced Wireless, Clearwire, and Sprint Nextel.			Qualifications: Ms. Pantoya’s current and past roles with media and entertainment companies provide her with insights on the challenges and opportunities faced by our Entertainment business segment. Current Directorships: None Former Directorships: None Age: 53 Director since: 2019

Robert Prather, Jr.

~~Age:~~ 48

~~Director since:~~~~2015~~


~~Robert S. Prather, Jr.~~
President and Chief Executive Officer, Heartland Media, LLC, a television broadcasting company, since June 2013; Chief Executive Officer, Heartland Media Acquisition Corp., a media focused SPAC, since March 2021; President and Chief Executive Officer, Allen Media Broadcasting, a television broadcasting company, since February 2020; President and Chief Operating Officer, Gray Television, Inc., a television broadcasting company, September 2002 to June 2013; Executive Vice President, Gray Television, Inc., 1996 to September 2002; Chief Executive Officer, Bull Run Corporation (now Southern Community Newspapers, Inc.), a media and publishing company, 1992 to December 2005. As further described under Company Information—Director Commitments on page 28 below, the Board believes that Mr. Prather’s service with other publicly traded companies does not negatively impact his service on our Board.		Qualifications:Mr. Prather’s history as a chief executive officer of media ~~executive~~companies provides financial expertise, as well as operating experience in the media and entertainment industries. Mr. Prather also has considerable corporate governance experience through his service on the boards of other public companies.
	Current Directorships:~~Diebold Nixdorf, Inc.;~~ GAMCO Investors, Inc.; ~~Southern Community Newspapers,~~Heartland Media Acquisition Corp. Former Directorships: Diebold Nixdorf, Inc. Age: 78 Director since: 2009

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2023 NOTICE OF MEETING AND PROXY STATEMENT

	Colin Reed
	~~Former Directorships:~~ ~~Gray Television, Inc.~~
	~~Age:~~ 73
	~~Director since:~~ ~~2009~~


~~Colin V. Reed~~
Executive Chairman of our Board since ~~May 2005;~~January 2023; our Chief Executive Officer ~~since~~from April ~~2001;~~2001 through December 2022; Chairman of our Board from May 2005 through December 2022; our President from November 2012 to March 2015 and from April 2001 to November 2008; Member, three-executive Office of the President, gaming company Harrah’s Entertainment, Inc., ~~a gaming company,~~ May 1999 to April 2001; Chief Financial Officer, Harrah’s Entertainment, Inc., April 1997 to April 2001. Mr. Reed previously served in a variety of other management positions with Harrah’s Entertainment, Inc. and its predecessor, hotel operator Holiday Corp., from 1977 to April 1997.		Qualifications: Mr. Reed’s day-to-day leadership as Executive Chairman of our Board, ~~and CEO,~~ as well as his many years of experience as our CEO and in the hospitality industry, provides him with deep knowledge of our operations and gives him unique insights into ~~the~~our challenges and ~~opportunities we face.~~
	opportunities. Current Directorships:First Horizon National Corporation
	Former Directorships: None
	Age: 70
	75 Director since: 2001

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~


Michael I. Roth
	Executive Chairman ~~(since July 2004) and Chief Executive Officer (since~~(from January ~~2005)~~2021 to December 2021), The Interpublic Group of Companies, a global marketing services company; Chairman (from July 2004 to January 2020) and Chief Executive Officer (from January 2005 to January 2020), The Interpublic Group of Companies; Chairman of the Board and Chief Executive Officer, The MONY Group Inc. (and its predecessor entities), a financial services company, 1997 to 2004. Mr. Roth served as a Director Emeritus of the Company from May 2021 until February 2022, when he rejoined our Board of Directors.	Qualifications:As ~~chairman and~~a result of his past service as the chief executive officer and chairman of ~~one of the world’s largest publicly-traded marketing service~~public companies, Mr. Roth brings a variety of experience and expertise to the Board, including in the areas of capital markets, accounting and corporate governance. Mr. Roth also serves as our Lead Independent Director, and Mr. Roth regularly devotes additional time and effort to perform the duties associated with this role, as described on page 22 below. In 2017, Mr. Roth attended 100% of all Board and applicable committee meetings, and since 2013, the year of our REIT conversion, Mr. Roth’s attendance percentage for such meetings in the aggregate has been 100%. ~~The Board believes that Mr. Roth’s service with other publicly traded companies does not negatively impact his service on our Board.~~
	Current Directorships:~~The Interpublic Group of Companies;~~ Pitney Bowes, Inc. (non-executive chairman)
	Former Directorships: ~~None~~
	The Interpublic Group of Companies Age: 72
	77 Director since: ~~2004~~ 2022 (previous service as a director from 2004-2021)

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

	Director Nominee
	William E. (Bill) Haslam
	Private Investor, since 2019. From 2011 to 2019 Mr. Haslam served as of the Governor of the State of Tennessee. From 2003 until 2011 Mr. Haslam served as the Mayor of Knoxville, Tennessee. From 1999 until 2001 Mr. Haslam served as Chief Executive Officer of the e-commerce and catalog division of retailer Saks Fifth Avenue. From 1980 until 1999 Mr. Haslam served in a variety of roles with travel center operator Pilot Corporation, eventually serving as President.			Qualifications: Mr. Haslam’s experiences as a senior executive in the public and private sectors bring managerial and operational experience. Current Directorships: None Former Directorships: None Age: 64

Board Meetings in ~~2017~~2022 and Director Attendance

In ~~2017~~2022 the Board met ~~four~~5 times. Overall attendance at such meetings was 100%, and each director attended 100% of the committee meetings on which such director was a member during 2022. All directors ~~who served on the Board during 2017 (except Michael D. Rose, who did not stand for re-election at our 2017 Annual Meeting)~~ attended at least 75% of the total number of meetings of the Board and those committees of which the director was a member ~~during the period in which he or she served as a director~~ in the aggregate during ~~2017.~~

2022.

Company Voting Recommendation

The Board unanimously recommends that our stockholders vote FOR each of our nominees.

Our Corporate Governance Guidelines and Bylaws provide for a majority voting standard in uncontested director elections. A director nominee will be elected to the Board only if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” such nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or against such election). If an incumbent nominee for director fails to receive the required majority vote in a director election, he or she will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee and, ultimately, the Board.

In the event any incumbent nominee for director does not receive the requisite majority vote, our Corporate Governance Guidelines and Bylaws provide that our Nominating and Corporate Governance Committee will evaluate the circumstances of the failed election and will make a recommendation regarding how to act upon the tendered resignation to the full Board, in light of the best interests of the company and its stockholders. The full Board will then act upon the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and will publicly disclose its decision regarding the tendered resignation and its rationale within 90 days of the certification of the election results. If the Board accepts the resignation, the nominee will no longer serve on the Board. If the Board rejects the resignation, the nominee will continue to serve until his or her successor has been duly elected and qualified or until his or her earlier disqualification, death, resignation or removal.

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Proposal 2 (Advisory Vote on Executive Compensation)

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking stockholders to cast an advisory (non-binding) vote on our executive compensation for our named executive officers, or NEOs. Please read theCompensation Discussion and Analysisbeginning on page 3337 and the related compensation tables and narrative discussion appearing on pages 4858 through ~~55,~~72, which provide more information on the compensation paid to our NEOs for ~~2017.~~

2022.

Our executive compensation programs are designed to attract, retain and motivate qualified, knowledgeable and talented executives who are capable of performing their responsibilities. Our efforts in 2022 principally remained focused on operational improvements and cost containment efforts as our businesses generally returned to, and in some cases exceeded, pre-COVID levels in the second half of 2022 due to a significant improvement in group business in our hospitality segment, as well as increased levels of activity in our entertainment segment.

We ~~believe that the leadership and performance~~continue to focus on our long-term strategic objectives of ~~our executives contributed significantly~~increasing funds available for distribution to our ~~strong~~stockholders and creating long-term stockholder value. You can find more information about our 2022 financial and operating performance, and ~~financial results~~its impact on our compensation decisions, in ~~2017, which included:~~

•

~~Company Revenues Were at Record Levels.~~ In 2017 our total revenues were $1.18 billion, the highest level in our history and a 3.1% increase from 2016. Our Hospitality segment revenue increased 1.9% from 2016 to $1.06 billion, and our Entertainment segment revenue increased 14.1% from 2016 to $125.1 million.

•

~~We Saw Increased Net Income and AFFO.~~~~In 2017, our net income increased 10.5% to $176.1 million, and our AFFO~~⁽¹⁾ ~~increased 1.4% to $285.5 million, as compared to 2016.~~

the Compensation Discussion and Analysis beginning on page 37.

~~Our Hospitality segment operating income decreased 13.5% from 2016 to $188.3 million, and our Hospitality segment Adjusted EBITDA~~⁽¹⁾ ~~increased 2.7% from 2016 to $346.1 million. Our Entertainment segment operating income increased 14.3% from 2016 to $32.0 million, and our Entertainment segment Adjusted EBITDA~~⁽¹⁾ ~~increased 15.4% from 2016 to $41.2 million.~~

•

~~We Continued to Increase Dividends to Stockholders.~~In 2017 we increased our annual cash dividend by 6.7% (as compared to 2016) to $3.20 per share, paying approximately $163.7 million in dividends to our stockholders in 2017 (including the dividends paid in January 2018 to holders of record as of December 29, 2017).

Company Voting Recommendation

For the reasons discussed above and in theCompensation Discussion and Analysis beginning on page ~~33,~~37, we are asking our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the company’s stockholders approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including theCompensation Discussion and Analysis, compensation tables and narrative discussion, in this proxy statement.”

Approval of this proposal requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on this matter. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the proposal. Broker non-votes will not impact the outcome of this matter. While this vote is advisory and therefore not binding on us, our Board and our Human Resources Committee value the opinions of our stockholders and will take into consideration the outcome of this vote when making future decisions regarding our executive compensation programs.

The Board unanimously recommends that the stockholders vote FOR the approval of the advisory resolution relating to the compensation of our NEOs as disclosed in this proxy statement.

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⁽¹⁾

AFFO and segment-level Adjusted EBITDA are non-GAAP financial measures. For a definition of the non-GAAP financial measures used herein, a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure, and an explanation of why we believe these measures present useful information to investors, see Appendix A.


~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Proposal 3 (Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation)

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we are asking our stockholders to determine, on an advisory basis, the frequency with which we will include in future annual proxy statements a stockholder advisory vote on the compensation of our NEOs. Consistent with the views of our stockholders expressed in 2011 and reaffirmed in 2017, we have held an advisory vote on executive compensation every year since 2011.

By voting on this Proposal 3, stockholders may indicate whether they would prefer that we provide for a stockholder advisory vote on executive compensation at future annual meetings every year, every two years or every three years.

The Board of Directors believes that providing an advisory vote on the compensation of our NEOs every year is the most appropriate alternative. In formulating its recommendation, the Board of Directors determined that an annual advisory vote on executive

compensation will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement on a more timely and consistent basis than the biennial and triennial alternatives.

Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking regular dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.

Company Voting Recommendation

Our stockholders will have the opportunity to specify one of four choices for this proposal on the proxy card: every year, every two years, every three years or abstain. Stockholders are not voting to approve or disapprove of the Board of Directors’ recommendation. Rather, the outcome of this advisory vote regarding the frequency of a stockholder advisory vote will be determined by which frequency—every year, every two years or every three years—receives the greatest number of votes cast. Specifically, stockholders are being asked to vote on the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders of the Company determine, on an advisory basis, whether the stockholders of the Company shall have an advisory vote on the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement every one year, every two years or every three years.”

The Board and the Human Resources Committee unanimously recommend that the stockholders vote FOR a frequency of every one year for future advisory votes regarding executive compensation.

Approval of this proposal requires the affirmative vote of a plurality of the votes cast on this matter. If you abstain from voting on this matter, your abstention will have no effect on the outcome of the vote. Broker non-votes will not impact the outcome of this matter. While this vote is advisory and therefore not binding on us, our Board and our Human Resources Committee value the opinions of our stockholders and will take into consideration the outcome of this vote when making future decisions regarding our executive compensation programs.

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2023 NOTICE OF MEETING AND PROXY STATEMENT

Proposal 4 (Ratification of Independent Registered Public Accounting Firm for ~~2018)~~

2023)

Proposal 34 asks that our stockholders vote to ratify the Audit Committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm to audit our financial statements and internal control over financial reporting for the ~~2018~~2023 fiscal year. You can find more information about our relationship with Ernst & Young LLP on page 6682 of this proxy statement.

Proposal 34 asks that our stockholders vote to ratify the Audit Committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm to audit our financial statements for the ~~2018~~2023 fiscal year. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. The Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any

time during the year if the Audit Committee determines that such a change would be in our and our stockholders’ best interests.

Ernst & Young LLP has served as our independent registered public accounting firm since 2002. Representatives of Ernst & Young LLP will be present at the meeting. They will be available to respond to your questions and may make a statement if they desire.

Company Voting Recommendation

Approval of this proposal requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on the matter. If you abstain from voting on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, your abstention will have the same effect as a vote against the proposal.

The Board and the Audit Committee unanimously recommend that the stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ~~2018.~~2023.

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~~2018~~

2023 NOTICE OF MEETING AND PROXY STATEMENT

~~Proposal 4 (Stockholder Proposal Requesting a Spin-off of our Entertainment Business)~~

The Company received from GAMCO Asset Management Inc. (“GAMCO”) the following stockholder proposal (the “GAMCO Proposal”) for action at the Annual Meeting. GAMCO is located at One Corporate Center, Rye, New York, 10580, and GAMCO and its various affiliated entities collectively own 5,308,623 shares (10.4%) of our outstanding common stock as of March 16, 2018, as described in more detail in~~Stock Ownership~~ ~~on page 31 below.~~

~~The following text of the GAMCO Proposal and supporting statement appears exactly as received by the Company. All statements contained in the GAMCO Proposal are the sole responsibility of GAMCO:~~

~~STOCKHOLDER PROPOSAL~~

~~RESOLVED:~~that the stockholders of Ryman Hospitality Properties, Inc. (the “Company” or “Ryman”) request that the Board of Directors and management effectuate a tax-deferred spin-off of the Company’s Entertainment business into a separate publicly-traded C-corporation.

~~SUPPORTING STATEMENT~~

~~Ryman addressed the potential spin-off of the Entertainment segment from the Real Estate Investment Trust during the Company’s second quarter 2016 earnings call:~~

~~Jeff Donnelly~~ ~~– Wells Fargo Securities – Analyst~~

…and I’m just wondering is there a time frame in your mind or a potential in your mind that the entertainment sector can be so large and so successful it might ultimately have to be separated from the REIT?

~~Colin Reed~~ ~~– Ryman – Chairman & CEO~~

We love this business and, Jeffrey, I can’t count the amount of times we’ve had this conversation every time we are together. The way we look at it is this. We’ve got a lot of projects that are coming at us and we really haven’t talked about publicly through the eyes of developers the potential to do more projects outside of Nashville. And we are going to start that process in New York City with a press conference that we are going to hold on the development they were doing in Time Square. But our goal I think as you know and most of our investors who talk to us about this know is at some point this business has to be unhitched from the Real Estate Investment Trust. It should not be residing in the Real Estate Investment Trust and that’s why we are working very hard on locking the growth opportunities at this business, and when our bankers tell us that the strategy that we have for growth and the growth curve of this business warrants this business standing on its own and that business will trade well because of the growth characteristics of it, then we will unlock it and we will do it. And that’s – right now, we are focused on the growth curve and the activity, and when we get there in the market, conditions are right, we will absolutely move in that direction.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

~~Mark Fioravanti~~ ~~– Ryman – President & CFO~~

Certainly in the near term, Jeff, it’s not an issue for us from a compliance perspective. Keep in mind that the business is held in a taxable REIT subsidiary, so it doesn’t affect the income tests. It does affect the asset test, but given the size of our hotel assets, we have plenty of headroom and a regulatory issue wouldn’t force our hand to have to do something that wasn’t appropriate for the business or for value for shareholders.

~~Source: Thomson Reuters~~

~~GAMCO believes that the spin-off will allow each company to pursue its own objectives and realize its own valuation in the marketplace.~~

~~WE URGE ALL STOCKHOLDERS TO VOTE “~~~~FOR~~~~” THIS PROPOSAL.~~

~~Company Response to Stockholder Proposal~~

The Board and management regularly evaluate the strategic direction and structure of the company and its businesses, including the Entertainment business segment. In connection with this evaluation, the Board and management consider a wide range of options to deliver value for our stockholders. In this regard, the company has evaluated and publicly discussed the possibility that the company’s Entertainment business segment would be spun off into a separate public company at some point in time. However, there are various considerations that would be taken into account by the Board in relation to considering whether a spin-off is in the best interests of the company at any point in time, including various initiatives and projects that the company is pursuing or considering, market conditions, the scale of any spun-off public company, and legal and timing considerations. In this regard, the Board would pursue the separation of the Entertainment business segment from the company if the Board believed such course of action would be in the best interests of the company and its stockholders.

~~We remain committed to a strategy that positions us to deliver long-term value to our stockholders, including creating value for our stockholders with the assets of the Entertainment business segment.~~

We believe that our commitment to growing our Entertainment business segment can be demonstrated by the fact that, for the last four fiscal years, the segment has experienced double-digit revenue, operating income and Adjusted EBITDA growth. While this growth has primarily been through increased attendance at and reinvestment in our existing entertainment venues (including the Grand Ole Opry and the Ryman Auditorium), we are committed to expanding the Entertainment business segment, including through the development of the following new entertainment venue concepts:

~~our “Ole Red” concept, with our “flagship” Ole Red Nashville music and entertainment venue scheduled to open in May 2018; and~~

~~our Opry City Stage concept, with the first Opry City Stage, a joint venture project comprising a four-level entertainment complex in New York’s Times Square, which opened in late 2017.~~

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

In addition to these expansions of the Entertainment business segment, we continue to evaluate additional strategic growth opportunities within the Entertainment business segment, as well as in the Hospitality business segment.

Based on the company’s stock performance and other metrics, the Board and management have a proven track record of executing on the company’s strategic initiatives and delivering stockholder value to investors. Moreover, the Board and management have exhibited a willingness and ability to enter into transformative transactions when deemed appropriate, as evidenced by the decision to convert to a REIT and contract with Marriott for the operation of the company’s hotels in 2012.

The directors of the company have a fiduciary duty to act in the best interests of the company and its stockholders, including with respect to any decision as to whether and when it might be advisable to effect a spin-off of the company’s Entertainment business segment into a separate public company. However, the Board values the opinions of the company’s stockholders and recognizes that the company’s stockholders may have differing perspectives on the merits of the stockholder proposal. As such, the Board desires to use this stockholder proposal as an opportunity for stockholders to express their views on this subject without being influenced by any recommendation that the Board might otherwise make.

We believe this proposal by GAMCO was made with the sincere belief that it would benefit the company and its stockholders, and we invite and welcome continued input from, and engagement with, our stockholders. The Board will take the results of the vote into consideration, together with any other input from stockholders and other relevant factors, including the Board’s fiduciary obligations to act in the best interests of the company and its stockholders, in making any decision regarding whether and when a spin-off of the company’s Entertainment business segment is in the best interests of the company and its stockholders.

~~Company Voting Recommendation~~

Approval of this proposal requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on the matter. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the proposal.

~~The Board makes no recommendation with respect to voting on this proposal.~~

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

Company Information

Corporate Governance

Our business is managed under the direction of our Board of Directors. The Board delegates the conduct of the business to our senior management team. The Board held ~~four~~5 meetings during ~~2017.~~2022. Overall attendance at such meetings was 100%, and each director attended 100% of the committee meetings on which such director was a member during 2022. All directors ~~who served on the Board during 2017~~ attended at least 75% of the total number of meetings of the Board and those committees of which the director was a member ~~during the period in which he or she served as a director~~ in the aggregate during ~~2017 (except Mr. Rose, who did not stand for re-election at our 2017 Annual Meeting).~~

2022.

We have adopted Corporate Governance Guidelines governing the conduct of our Board. The charters of our Audit Committee, Human Resources Committee and Nominating and Corporate Governance Committee, as well as our Corporate Governance Guidelines, are all posted on our web site atwww.rymanhp.com(under “Corporate Governance” on the Investor Relations page).

We have also adopted a Code of Business Conduct and Ethics which is applicable to all employees, officers and directors, including the principal executive officer, the principal financial officer and the principal accounting officer. The Code of Business Conduct and Ethics is available on our web site atwww.rymanhp.com ~~(under~~(under “Corporate Governance” on the Investor Relations page). We intend to post amendments to or waivers from our Code of Business Conduct and Ethics (to the extent applicable to our directors, principal executive officer, principal financial officer or principal accounting officer) at this location on our website.

We will provide a copy of our Corporate Governance Guidelines, our committee charters or our Code of Business Conduct and Ethics (and any amendments or waivers) to any stockholder or other person upon receipt of a written request addressed to:

Ryman Hospitality Properties, Inc.

Attn: Corporate Secretary

One Gaylord Drive

Nashville, Tennessee 37214

Board Leadership Structure

Prior to January 1, 2023, Mr. Reed served as Chief Executive Officer and Chairman of the Board. Upon Mr. Fioravanti’s appointment as Chief Executive Officer effective on January 1, 2023, Mr. Reed no longer served in the combined role of Chief Executive Officer and Chairman of the Board. In connection with these management changes, the Board has determined that it is in the best interests of the company and its stockholders to have the positions of Chairman of the Board and Chief Executive Officer filled by different individuals. This leadership structure allows our Chief Executive Officer to focus on the company’s day-to-day operations, while allowing our Executive Chairman to lead the Board in providing advice and oversight to management. In this regard, both Mr. Fioravanti and Mr. Reed have extensive experience with the company, and the Board believes that its leadership structure provides the Board with an optimal use of their combined extensive knowledge of our industry and enables clear communication between management and the Board.

The Board believes that Mr. Reed’s lengthy experience in the hospitality industry, including his service as ~~both Chairman of the Board and CEO is in the best interests~~

~~of the company and its stockholders. Mr. Reed possesses a detailed~~our Chief Executive Officer from April 2001 through December 2022, uniquely qualify him to serve as our Executive Chairman. In addition to his extensive knowledge of our industry, ~~as well as~~Mr. Reed possesses an understanding of both the opportunities and challenges we face. The Board ~~thus~~ believes that Mr. Reed is best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most important matters facing the company. The Board also believes that Mr. Reed’s ~~combined~~ role ensures clear accountability, enhances our ability to articulate our strategy and message to our employees, stockholders and business partners and enables decisive overall leadership.

The Board ~~has determined~~believes that various practices and policies of the company ensure that independent members of the Board provide appropriate oversight, consultation and involvement. In particular, the Board continues to believe that it is ~~also~~ important to continue to have an ~~independent~~Independent Lead Director who will play an active role and oversee many of the functions that an independent

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chair would otherwise perform. The Board has adopted a description of the duties of the Independent Lead Director, which is posted on our website atwww.rymanhp.com (under “Corporate Governance” on the Investor Relations page). Pursuant to this description, the Chairman of the Nominating and Corporate Governance Committee serves as the company’s Independent Lead Director, and that individual is currently ~~Michael Roth.~~

Robert Prather.

Some of the primary functions of ~~our~~the Independent Lead Director are:

To call, convene and chair meetings of the non-management directors or independent directors and other meetings as may be necessary from time to time and, as appropriate, provide prompt feedback to the ~~CEO;~~Executive Chairman;

To coordinate and develop the agenda for and chair executive sessions of the independent directors;

To coordinate feedback to the ~~CEO~~Executive Chairman on behalf of independent directors regarding business issues and management;

To be available, as appropriate, for direct communication with major stockholders who request such a communication; and

To perform such other duties as may be necessary for the Board to fulfill its responsibilities or as may be requested by the Board as a whole, by the non-management directors, or by the ~~Chairman of the Board.~~

Executive Chairman.

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Each of ~~the~~our incumbent directors other than Mr. Reed and Mr. Fioravanti is independent, and the Board believes that the independent directors coupled with the Independent Lead Director provide effective oversight of management. Our non-management directors meet regularly in scheduled executive sessions, and the Independent Lead Director presides at these executive sessions. Following an executive session of our non-management directors, the Independent Lead Director acts as a liaison between the non-management directors and the Chairman regarding any specific feedback or issues, provides the Chairman with input regarding agenda items for Board and committee meetings, and coordinates with the Chairman regarding information to be provided to our

non-management directors in performing their duties. The Board believes that this approach appropriately and effectively complements ~~the combined CEO/~~Mr. Reed’s Executive Chairman ~~structure.~~

role.

Although we believe that the ~~combination of the Chairman and CEO roles~~current structure described above is appropriate in the current circumstances, the Board retains the authority to modify ~~our current combined CEO/Chairman~~this structure to best address our circumstances, if and when appropriate.

Board Attendance at Annual Meeting

of Stockholders

We strongly encourage each member of the Board to attend the Annual Meeting of Stockholders. We conducted the 2022 Annual Meeting in a hybrid manner permitting stockholders to formally attend either in person or virtually in a manner compliant with Delaware law. All ~~of our directors then serving as~~ directors attended the ~~2017~~2022 Annual Meeting ~~of Stockholders.~~

in person.

As described on page 87, the company plans to host the 2023 Annual Meeting in a “hybrid” format, with attendees expected to be able to formally attend the upcoming Annual Meeting either in person or virtually. The company currently expects that all directors will attend the upcoming Annual Meeting in person.

Independence of Directors

Pursuant to our Corporate Governance Guidelines, the Board undertook its annual review of director independence in February ~~2018.~~2023. Our Board determines the independence of its members through a broad consideration of all relevant facts and circumstances, including an assessment of the materiality of any relationship between the company and a director. In making this assessment, the Board looks not only at relationships from the director’s standpoint, but also from the standpoint of persons or organizations with which the director has an affiliation. In making its determination, the Board adheres to the requirements of, and applies both the objective and subjective standards set forth by, the NYSE (as set forth in Section 303A.02 of the NYSE listed company manual), as well as the requirements and standards of the SEC and other applicable laws and regulations.

During this review, the Board considered whether there are or have been any transactions and relationships between each director, or any member of his or her immediate family, and the company and its subsidiaries

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and affiliates. The Board also examined whether there are or have been any transactions and relationships between the incumbent directors, or their affiliates, and members of the company’s senior management or their affiliates. The purpose of this review was to determine whether any of these relationships or transactions were inconsistent with a determination that the director is independent.

As part of this review, the Board considered Mr. Roth’s prior service as a Director Emeritus of the Company from May 2021 to February 2022, performing the duties described below under Director Emeritus Program. Mr. Roth received $55,000 in compensation for his service as a Director Emeritus in 2021, and he received $27,500 in compensation for his service as a Director Emeritus in 2022. The Board determined that the amount of compensation paid to Mr. Roth as a Director Emeritus did not impair Mr. Roth’s independence. Except as set forth above, the Board concluded that no other transactions or relationships involving directors relevant to such ~~transactions existed during the relevant period.~~ independence determination existed.

As a result of this review, the Board affirmatively determined that, with the exception of Colin Reed and Mark Fioravanti, all of our incumbent directors are independent of the company and its management.

Committees of the Board

The Board maintains ~~three~~3 standing committees, an Audit Committee, Human Resources Committee and Nominating and Corporate Governance Committee, to facilitate and assist the Board in the execution of its responsibilities.

Audit Committee

The current members of the Audit Committee are ~~Patrick Moore~~Fazal Merchant (Chair), ~~Rachna Bhasin,~~ Alvin Bowles ~~Fazal Merchant (Financial Expert)~~ and ~~Robert Prather (Financial Expert).~~

Christine Pantoya.

The committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the ~~Securities~~ Exchange ~~Act of 1934.~~Act. The committee is responsible for, among other things:

overseeing the integrity of our financial information, the performance of our internal audit function and system of internal controls and compliance with legal and regulatory requirements relating to preparation of financial information;

appointing, compensating, retaining and overseeing our independent registered public accounting firm;

evaluating the qualifications, independence and performance of our independent registered public accounting firm;

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meeting with our independent registered public accounting firm and with our ~~director~~vice-president of internal audit concerning, among other things, the scope of audits and reports;

reviewing the ~~work programs~~audit plan of our independent registered public accounting firm and the results of its audits; and

assessing our risk assessment and risk management policies.

The Board has determined that all the members of the committee are financially literate pursuant to the NYSE rules. The Board also has determined that Mr. Merchant ~~and Mr. Prather are~~is an “audit committee financial ~~experts”~~expert” within the meaning stipulated by the SEC.

In ~~2017,~~2022, the committee met ~~seven~~7 times.

Human Resources Committee

The current members of the Human Resources Committee are ~~Michael Bender~~Patrick Moore (Chair), ~~Ellen Levine,~~Rachna Bhasin, Robert Prather and Michael Roth.

The committee is responsible for, among other items:

reviewing and approving, at least annually, all compensation policies and programs that benefit employees, including employment and severance agreements, incentive programs, benefits and retirement programs;

reviewing and approving annually the corporate goals and objectives relative to the CEO’s compensation, evaluating the CEO’s performance in light of those objectives, and determining and approving the CEO’s compensation level based on this evaluation;

reviewing and approving annual compensation, fees and benefits (as applicable), and administering and granting awards under cash- and equity-based incentive plans; and

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reviewing and approving compensation for executive officers and directors (subject to, in the case of director compensation, approval by the full Board).

The committee has also delegated to the CEO the authority to make limited equity grants to new members of our management team to allow such grants to be made in a timely manner, as the committee generally only meets on a quarterly basis. Equity grants under this delegation of authority

may only be made as initial equity grants to newly hired executives (other than officers subject to Section 16 of the ~~Securities~~ Exchange ~~Act of 1934)~~Act) and on the same terms and conditions as were applied by the committee in its most recent prior equity grants. In addition, equity grants under this delegation of authority to any one executive are limited to 6,250 RSUs and must be ratified by the committee.

The committee has engaged Aon ~~Hewitt~~ as its compensation consultant since 2013. The committee has determined that no conflict of interest exists between Aon ~~Hewitt~~ and the company (including the company’s Board members and company management) pursuant to Item 407(e)(3)(iv) of SEC Regulation S-K. In ~~2017~~2022 neither Aon ~~Hewitt~~ nor any affiliate of Aon ~~Hewitt~~ provided any services to the company or its affiliates apart from its engagement by the committee described above.

Aon Hewitt assisted the committee in determining if its strategies and plans were advisable based on our current financial position and strategic goals, as well as developments in corporate governance and compensation design. At the committee’s request, Aon Hewitt also performed several analyses, including updates to the executive salary structure and modeling of executive compensation levels at different levels of company performance, to assist the committee in its review.

For additional information regarding the committee’s processes and procedures for considering and determining executive compensation, including the role of executive officers in determining the amount or form of executive compensation, seeCompensation Discussion and Analysis below.

In ~~2017,~~2022, the committee met ~~four~~5 times.

Compensation Committee Interlocks and Insider Participation

The Human Resources Committee (which functions as our compensation committee) is comprised entirely of independent directors. In addition, there are no relationships among our executive officers, members of the committee or entities whose executives serve on the Board or the committee that require disclosure under applicable regulations of the SEC.

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Nominating and Corporate Governance Committee

The current members of the Nominating and Corporate Governance Committee are ~~Michael Roth~~Robert Prather (Chair), ~~Ellen Levine~~Rachna Bhasin, Patrick Moore, Christine Pantoya and ~~Robert Prather.~~

Michael Roth.

The committee is responsible for, among other things:

developing and recommending criteria for the selection of new directors and recommending to the Board nominees for election as directors and appointment to committees;

developing and recommending changes and modifications to our corporate governance guidelines and our code of conduct to the Board;

monitoring and enforcing compliance with our corporate governance guidelines, certain provisions of our code of conduct and other policies;

monitoring and overseeing our ESG program; and

advising the Board on corporate governance matters, including as appropriate obtaining updates on corporate governance developments from professional advisors.

In ~~2017,~~2022, the committee met ~~four~~4 times.

A formal Board evaluation covering Board operations and performance, with a written evaluation from each Board member, is conducted annually by the committee to enhance Board effectiveness. Recommended changes are considered by the full Board. In addition, each Board committee conducts an annual self-evaluation.

The committee annually reviews with the Board the company’s “Statement of Expectations of Directors.” This review includes an assessment of independence, diversity, age, skills, experience and industry backgrounds in the context of the needs of the Board and the company, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Directors are expected to actively participate in Board discussions and exemplify the highest standards of personal and professional integrity. In particular, the committee seeks directors with established strong professional reputations and expertise in areas relevant to the strategy and operations of our businesses.

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While our Corporate Governance Guidelines do not prescribe specific diversity criteria for selection of

directors, as a matter of practice, the committee annually reviews the tenure, performance and contributions of existing Board members to the extent they are candidates for re-election, and considers ~~diversity~~all aspects of each candidate’s qualifications and skills in the context of the needs of the Company at that point in time with a view to creating a Board aswith a ~~whole~~diversity of experience and ~~takes into account~~perspectives, including diversity ~~including~~with respect to race, gender, geography and areas of expertise.

Currently, the ~~personal characteristics (such as~~Board has four directors who are diverse, three of whom are racially and ethnically diverse, and two of whom are female. Historically, the Board, based on the recommendations of the committee, has been successful in its director refreshment efforts. For example, all of our independent directors other than Mr. Prather and Mr. Roth (who re-joined our Board in 2022 after previously serving from 2004 to 2021) have joined our Board since 2015. This director refreshment process not only reduced the average tenure of our directors but also resulted in a more diverse Board. The Board and the committee have established a goal of having at least 30% gender ~~ethnicity or age)~~diversity on the Board by the company’s 2024 annual meeting of stockholders. On February 23, 2023, our Corporate Governance Guidelines were amended to provide that the committee will include, and ~~experience (such as industry, professional or public service) of current~~will have any search firm that it engages include, women and ~~prospective directors, when selecting new directors to facilitate Board deliberations that reflect a broad range of viewpoints. The~~minority candidates in the pool from which director candidates are selected. Finally, the committee’s charter gives it responsibility to develop and recommend criteria for the selection of new directors to the Board, including but not limited to diversity, age, skills, experience, time availability and such other criteria as the committee shall determine to be relevant at the time.

The committee also considers the impact of any changes in the employment of existing directors. In this regard, if a director changes employment, the director is required to submit a letter of resignation to the committee. The committee then reviews the director’s change of employment and determines whether the director’s continued service on the Board would be advisable as a result of such change. After completing this evaluation, the committee makes a recommendation to the full Board as to whether to accept the director’s resignation, and the Board makes a final determination of whether to accept the director’s resignation.

The committee considers candidates for Board membership recommended by its members and other Board members, as well as by management and stockholders. From time ~~the~~to time the committee may also engage a third party search firm to identify prospective Board members. The committee will only consider stockholder nominees for Board membership submitted in accordance with the procedures set forth inSubmitting Stockholder Proposals and Nominations for ~~2019~~2024 Annual Meetingbeginning on page ~~68.~~

86.

Once the committee has identified a prospective nominee, the committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the committee with the recommendation of the prospective candidate, as well as the committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or

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expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that additional consideration is warranted, it may request additional information about the prospective nominee’s background and experience. The committee then evaluates the prospective nominee against the following standards and qualifications:

the ability of the prospective nominee to represent the interests of our stockholders;

the prospective nominee’s standards of integrity, commitment and independence of thought and judgment;

the prospective nominee’s ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other boards; and

the extent to which the prospective nominee contributes to the range of knowledge, diversity, skill and experience appropriate for the Board.

The committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board and the evaluations of other prospective nominees. In connection with this

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evaluation, the committee determines whether to interview the prospective nominee, and if warranted, one or more members of the committee, and others as appropriate, will interview the prospective nominee in person or by telephone. After completing this evaluation and interview, the committee makes a recommendation to the full Board as to whether this prospective nominee and any other prospective nominees should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the committee.

Mr. ~~Merchant~~Haslam was initially identified to the committee as a potential director nominee by our Executive Chairman, Mr. Reed. After a ~~third party search firm, along with other potential candidates. The committee then interviewed Mr. Merchant and other candidates, reviewed~~review of the qualifications, expertise and experience of ~~such~~Mr. Haslam and other candidates, ~~and~~the committee ultimately recommended to the full Board that Mr. ~~Merchant~~Haslam become a nominee for director.

New directors participate in an orientation program that includes discussions with senior management,

their review of background materials on our strategic plan, organization and financial statements and visits to our facilities. We encourage each director to participate in continuing educational programs that are important to maintaining a director’s level of expertise to perform his or her responsibilities as a Board member.

Majority Voting Standard for Director Elections

Our Corporate Governance Guidelines and Bylaws provide for a majority voting standard in uncontested director elections. Under these provisions, any director nominee in an uncontested election will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election at any meeting for the election of directors at which a quorum is present (with abstentions and broker non-votes not counted as votes cast either for or against such election). In addition, under our Corporate Governance Guidelines, each director agrees, by serving as a director or by accepting nomination for election as a director, that if while serving as a director he or she fails to receive the required majority vote in a director election, he or she will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee and, ultimately, the Board, as described below.

In the event any incumbent director nominee does not receive the requisite majority vote, our Corporate

Governance Guidelines provide that our Nominating and Corporate Governance Committee will evaluate the circumstances of the failed election and will make a recommendation regarding the director’s resignation to the full Board and will evaluate the resignation in light of the best interests of the company and its stockholders in determining whether to recommend accepting or rejecting the tendered resignation, or whether other action should be taken. Thereafter, the Board will act upon the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and will publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days of the certification of the election results. In such event, if the Board accepts the resignation, the nominee will no longer serve on the Board, and if the Board rejects the

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resignation, the nominee will continue to serve until his or her successor has been duly elected and qualified or until his or her earlier disqualification, death, resignation or removal.

Director ~~Retirement Policy~~

~~Our Corporate Governance Guidelines include~~Refreshment

The Board of Directors does not believe in imposing term limits or a ~~non-management director~~mandatory retirement ~~policy, which requires any non-management director~~age as such policies may result in the loss of experienced directors who ~~reaches~~have developed expertise and insights into the Company’s business, strategy and industry. The Board recognizes the importance of an appropriate balance of experience and fresh perspectives and considers the overall mix of age ~~of 75 to either (at~~and tenure on the ~~option of the director): (1) retire effective as of the date of the annual meeting of stockholders next following the director’s 75~~^th ~~birthday; or (2) not stand for re-election at the next annual meeting of stockholders.~~

Board. The ~~Board’s~~Nominating and Corporate Governance Committee ~~considered,~~evaluates, at ~~its February 2018 meeting, whether to recommend to~~least annually, the full Board a waiver of the mandatory retirement policy for a period of one year with respect to Ms. Levine, who has met the mandatory retirement age. The Board and the Corporate Governance Committee believe that it is important to exercise judgment when implementing this policy to avoid eliminating otherwise qualified and engaged Board members. In addition, the Board and the Corporate Governance Committee believe that the mandatory retirement policy should be applied in connection with an analysis of the overallBoard’s composition ~~and tenure of the Board~~ to ensure that the Board maintains complementary and diverse skill sets, perspectives, backgrounds and experiences for its continued effectiveness.

The Board intends to maintain an ~~appropriate balance~~orderly turnover of ~~experience, skills~~members of the Board over time, with the goal of having a mix of years of tenure of Board members between those who have served longer term, medium term, or shorter term.

Director Emeritus Program

Our Board has created a Director Emeritus program to avail itself of the counsel of retiring directors who have made and ~~independence.~~

~~With respect~~can continue to make a unique contribution to the deliberations of the Board. Under the program,

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the Board may, at its discretion, designate a retiring director as Director Emeritus for one or more one-year terms following the director’s retirement. A Director Emeritus may provide advisory services as requested from time to time and may be invited to attend meetings of the Board, but may not vote, be counted for quorum purposes or have any of the duties or obligations imposed on our directors or officers under applicable law or otherwise be considered a director.

The Board appointed Michael Roth as a Director Emeritus for an initial one-year term following Mr. Roth’s retirement as a director, effective as of the 2021 Annual Meeting. Upon Mr. Roth’s re-appointment to the Board on February 24, 2022, he resigned as a Director Emeritus. We do not anticipate utilizing the Director Emeritus program during 2023.

Director Commitments

The Board believes that all members of the Board should devote sufficient time and attention to their duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and director nominees have sufficient time and attention to devote to board duties, the ~~mandatory retirement policy should be waived for Ms. Levine for a period of one year, the~~Nominating and Corporate Governance Committee ~~considered numerous factors, including~~and the ~~following:~~

Board consider, among other things, whether directors serve on an excessive number of public company boards, a situation commonly referred to as “overboarding”.

~~Ms. Levine’s~~Our Board believes that each of our directors has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors. However, we understand that certain of our stockholders, and certain proxy advisory firms, may deem Robert Prather “overboarded” under such firms’ respective policies based on his roles and the number of public company boards on which he serves. In addition to his service on the Board, Mr. Prather serves as CEO and director of Heartland Media Acquisition Corp. and serves as a director of GAMCO Investors, Inc.

After careful consideration, the Board believes that Mr. Prather has dedicated, and will continue to dedicate, sufficient time to effectively carry out his duties as a member of the Board and believes that his service with other public companies does not, and will

not, negatively impact his service on our Board, and that it is in the company’s best interest that Mr. Prather continue to serve as a director for the following reasons:

Heartland Media Acquisition Corp. is a SPAC that has not selected an acquisition target, and as a result we believe that Mr. Prather’s service as CEO of this entity will not adversely impact his ability to serve as a director of our company;

We believe we benefit from the insights gained by Mr. Prather’s extensive experience in the media and entertainment industries and as a director of other public companies;

Mr. Prather is consistently prepared for meetings of the Board, the Nominating and Corporate Governance Committee (where he serves as Chair) and the Human Resources Committee, and he participates extensively in the deliberations of the Board and each of the committees on which he serves;

Mr. Prather’s attendance record ~~as an active and engaged director (since 2013 Ms. Levine~~demonstrates his commitment to the Board—he has ~~attended 98.6%~~participated in 100% of all Board and applicable committee meetings over the past three years;

Mr. Prather is appropriately engaged with management and other members of the Board outside of the ordinary course of Board and committee meetings;

Mr. Prather has served as our Independent Lead Director since 2021, during which time the company has successfully completed a number of strategic initiatives (including the strategic equity investment in the ~~aggregate)~~company’s Entertainment business by Atairos and NBCUniversal); and

~~The addition of four new independent directors to~~Mr. Prather has assured the Board ~~since 2015, which has resulted in~~that he remains fully committed to dedicating the appropriate amount of time and attention to his duties as a ~~reduction in the average tenure~~member of the ~~independent directors from 15 years to 7 years~~Board, the committees on which he serves and ~~a reduction~~ in ~~the average age of the independent directors from 67 to 57 (in each case as compared to 2015);~~

~~The need to maintain continuity among the Board, particularly~~his role as the ~~Board continues to review the opportunities and challenges facing the company in 2018;~~

Independent Lead Director.

~~Ms. Levine has a unique knowledge of, and experience in, the media and entertainment industry, including as a result of her involvement with Hearst’s media properties; and~~

Ms. Levine is in excellent mental and physical health and continues to remain actively employed by Hearst. The Corporate Governance Committee was informed by Ms. Levine that in early 2018 she and Hearst agreed to extend her position for an additional two years.

Based on the foregoing factors, upon the recommendation of the Corporate Governance Committee, the Board, at its February 2018 meeting, concluded that, due to Ms. Levine’s experience, skill set and record of active engagement as a Board member, her service on the Board has been particularly valuable to the company and its stockholders and will be difficult to replace. Accordingly, the Board concluded a one-year waiver of the mandatory retirement age policy for Ms. Levine would be in the best interests of the company and its stockholders. As a result, the Board approved the Corporate Governance Committee’s recommendation of Ms. Levine as a director nominee at the 2018 Annual Meeting.

CEO Pay Ratio

The Dodd-Frank Act requires that we disclose the ratio of CEO pay in 2022 to the median employee pay of all our employees, other than the CEO, ~~in 2017,~~ calculated in accordance with Item 402(u) of SEC Regulation S-K. In

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making this calculation, we first identified the company’s median employee by examining the ~~2017~~2022 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, ~~2017,~~2022, the last day of our payroll year.

We included all employees, whether employed on a full-time, part-time or seasonal basis (for purposes of this calculation, a total of ~~877~~1,269 employees). We did not make any assumptions, adjustments or estimates with respect to total cash compensation, except that we annualized the compensation for ~~any individual~~all full- and part-time employees who ~~was~~were not employed by us for all of ~~2017 (excluding employees in temporary or seasonal positions).~~2022. We selected total cash compensation for all employees as our compensation measure because we do not widely distribute annual equity awards to employees. We then identified the company’s median employee based on total cash compensation, and we determined that such median employee served as a

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~~part-time employee within~~ retail customer service associate in our Entertainment business segment and averaged ~~an approximately nine-hour~~a 41-hour work week during ~~2017.~~

2022.

As required by SEC rules, for purposes of calculating the pay ratio, pay for the median employee and for Mr. Reed, who served as our CEO as of December 31, 2022, were determined using the methodology set forth in our 2022 Summary Compensation Table on page 58 below. Using this methodology, we determined that a reasonable estimate of the 2022 total compensation of our median employee was $35,103, and that the 2022 total compensation of our CEO was $7,761,196.

In addition to the pay ratio disclosure required by the Dodd-Frank Act, we believe that it is also important to take into consideration:

the nature of our overall employee base, which contains a small number of full-time employees indedicated to our ~~Hospitality~~hospitality REIT business segment and a ~~large~~larger number of full- and part-time employees working in our Entertainment business segment (with many of our part-time employees only working a few hours each week at various times to service the numerous concerts and other events at our entertainment venues); and

the fact that, unlike many chief executives, our CEO oversees two lines of business, a hospitality REIT and an entertainment operating company.

~~As a result, we~~

We continue to believe that it is appropriate to ~~also~~ provide two additional supplemental calculations that reflect the

pay ratio of the total compensation of our CEO to (1) the total compensation of the median of all full-time employees, and (2) the total compensation of the median of the full-time employees of our REIT entity (comprising our Hospitality business segment).

Accordingly, we determined that the following were reasonable estimates of the pay ratio required to be disclosed by Item ~~402(a)~~402(u) of SEC Regulation S-K, as well as the supplemental pay ratios described above:


Dodd-Frank Act Pay Ratio Information⁽¹⁾
	CEO to Median Employee Pay Ratio ~~(Calculated~~ (Calculated in Accordance with Item 402(u) of SEC Regulation S-K)	~~503:~~ 221:1
	Supplemental Pay Ratio Information⁽²⁾⁽¹⁾
	CEO to Median Employee Pay Ratio (Full-Time Employees Only)⁽³⁾⁽²⁾	~~132:~~ 138:1
	CEO to Median Employee Pay Ratio (Full-Time REIT Employees Only)⁽⁴⁾⁽³⁾	~~58:~~ 73:1

⁽¹⁾

~~As required by SEC rules, for purposes of calculating this pay ratio, pay for the median employee and for our CEO were determined using the methodology set forth in our~~~~2017 Summary Compensation Table~~ on page 48 below. Using this methodology, we determined that a reasonable estimate of the 2017 total compensation of our median employee was $11,574 and determined that the total compensation of our CEO was $5,825,018.

⁽²⁾	The supplemental ratios listed above were calculated based on the total compensation paid to our CEO and to the median employees identified above using the methodology set forth in our~~2017~~2022 Summary CompensationTable on page 4858 below.

⁽³⁾

(2)

For purposes of calculating this supplemental pay ratio, only full-time employees of the company as of December 31, ~~2017~~2022 (a total of ~~364~~688 employees) were included in the determination of the median company employee.

⁽⁴⁾

(3)

For purposes of calculating this supplemental pay ratio, only full-time employees employed by our REIT entity (comprising our Hospitality business segment) as of December 31, ~~2017~~2022 (a total of 6787 employees) were included in the determination of the median company employee.

In designing our CEO’s compensation in ~~2017,~~2022, our Human Resources Committee was mindful of the need to provide a market-competitive compensation package with a significant element of equity-based and performance-based compensation (not generally available to our employee base), which the committee believes is in the best interests of the company and its stockholders. Additionally, the committee monitors management’s determination of compensation at all levels of the company (including through pay surveys and other market assessments), based on each employee’s position, skill level and experience, and the committee believes that our compensation practices as a whole are fair and competitive with others in the marketplace.

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Compensation Clawback

~~In 2015~~

On October 26, 2022, the SEC ~~issued proposed~~adopted final rules regarding the adoption of “clawback” policies by publicly listed companies in accordance with the requirements of Section 954 of the Dodd-Frank ~~Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). When final SEC~~Act. Pursuant to these rules, ~~implementing these requirements have become effective,~~ publicly listed companies will be required to adopt a “clawback” policy providing for the recovery of ~~certain~~ incentive-based compensation (as defined in these rules) from ~~the~~its current or former executive officers ~~of the company~~ in the event the listed company is required to ~~restate its financials~~prepare an accounting restatement as a result of material noncompliance of the company with any financial reporting requirements under the securities ~~laws.~~

Inlaws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The New York Stock Exchange (“NYSE”) has released proposed listing standards implementing these SEC rules, and the NYSE is required to adopt final listing standards later this year.

We intend to adopt a clawback policy consistent with the requirements of the SEC rule and the final NYSE listing standards, but we may elect to defer adopting such policy until final NYSE listing standards have been adopted later this year in order to ensure full compliance with these ~~SEC rules, we~~listing standards, and in any event intend to adopt ~~our own formal clawback~~such policy ~~applicable to our executive officers complying with such rules once these final rules have been~~

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

~~adopted by~~within the ~~SEC.~~timeframe required under SEC rules. In addition, Section 304 of the Sarbanes-Oxley Act of 2002 requires the recovery of incentive awards in certain circumstances. If we are required to restate our financials due to material noncompliance with any financial reporting requirements as a result of misconduct, Section 304 of the Sarbanes-Oxley Act provides that our CEO and CFO will be required ~~under Section 304 of the Sarbanes-Oxley Act~~ to reimburse us for (1) any bonus or other incentive- or equity-based compensation received during the 12 months following the first public issuance of the non-complying document, and (2) any profits realized from the sale of our securities during such 12 month period. Our omnibus incentive plan also provides that any award made to a participant under the plan will be subject to mandatory repayment by the participant to us to the extent required by (a) any award agreement, (b) any “clawback” or recoupment policy adopted by the company to comply with the requirements of any applicable laws, rules or regulations, including final SEC rules adopted pursuant

to Section 954 of the Dodd-Frank Act, or otherwise, or (c) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws, including the Sarbanes-Oxley Act of 2002.

Board’s Role in Risk Oversight

The Board as a whole has responsibility for oversight of the company’s enterprise risk management function, with reviews of certain areas being conducted by the relevant Board committees that report on their deliberations to the Board. The oversight responsibility of the Board and its committees is made possible by a management report process that is designed to provide both visibility and transparency to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. In this regard, each committee meets in executive session with key management personnel and representatives of outside advisors (for example, our director of internal audit meets in executive session with the Audit Committee). The areas of focus of the Board and its committees include competitive, economic, operational, financial (accounting, credit, liquidity and tax), legal, compliance, information technology security programs (including cybersecurity), ESG/corporate social responsibility, political and reputational risks.

The Board and its committees oversee risks associated with their respective principal areas of focus, as outlined below:

	Board/ Committee
~~Board/~~ ~~Committee~~		Primary Areas of Risk Oversight
	Board of Directors:		Enterprise risk management, including strategic, financial and execution risks associated with the annual operating plan and the long-term plan; major litigation and regulatory exposures; acquisitions and divestitures; senior management succession planning; ~~information technology security programs (including cybersecurity)~~ and other current matters that may be material risks to the company.
~~Audit Committee:~~	Audit Committee:		Risks and exposures associated with financial matters, including financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, information technology security programs (including cybersecurity), and investment guidelines and credit and liquidity.

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	Board/ Committee			Primary Areas of Risk Oversight
	Nominating and CG Committee:			Risks and exposures relating to corporate governance, ~~and~~ director succession ~~planning.~~planning and ESG issues. ESG issues overseen by the committee include sustainability, corporate social responsibility and DE&I considerations.
	Human Resources Committee:			Risks and exposures associated with leadership assessment, management succession planning and compensation programs.

We believe that the Board’s role in risk oversight is facilitated by the leadership structure of the Board. In this regard, we believe that, by ~~combining~~separating the positions of Chief Executive Officer and Chairman of the Board ~~and CEO,~~in connection with the executive transition noted above, which became effective on January 1, 2023, the Board ~~gains~~receives a valuable perspective that combines the extensive knowledge of our industry possessed by Mr. Reed and Mr. Fioravanti. At the same time, this leadership structure allows Mr. Fioravanti to focus on managing the Company’s business in his role as Chief Executive Officer and allows Mr. Reed to focus on leading the Board of Directors in his role as Executive Chairman, combining his operational experience ofas a member of management with the oversight focus of a member of the Board. We also believe that the division of risk management-related roles among the company’s full Board, Audit Committee, Nominating and Corporate Governance Committee and Human ~~Resource~~Resources Committee as noted above fosters an atmosphere of significant involvement in the oversight of risk at the Board level and complements our risk management policies.

The Board, in executive sessions of non-management directors (which are presided over by the company’s ~~independent~~Independent Lead Director), also considers and discusses risk-related matters. This provides a forum

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

for risk-related matters to be discussed without management or the Executive Chairman of the Board ~~and CEO~~ present. The company’s ~~independent~~Independent Lead Director acts as a liaison between the company’s Executive Chairman of the Board ~~and CEO~~ and the company’s independent directors to the extent that any risk-related matters discussed at these executive sessions require additional feedback or action.

In setting compensation, the Human Resources Committee also considers the risks to our stockholders

that may be inherent in our compensation programs. We believe that our compensation programs are appropriately structured and provide for a suitable balance between long-term and short-term compensation and have an appropriate performance-based and “at risk” component. We also believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company.

Information Security

Given the importance of information security to our company, the Audit Committee receives regular reports from our chief financial officer, our chief information officer and our vice-president of internal audit regarding our program for managing our information security risks, including data privacy and protection risks faced by the company. Our information security risk mitigation efforts, which are overseen by the Audit Committee, include a regular information security training program for employees, the introduction of information security concepts as part of our new employee onboarding process and regular third party assessments of our information security program. We also maintain an insurance policy that provides coverage for security breaches.

Environmental, Social and Governance

Environmental, Social and Governance Program

We have created an ESG program, as we believe such a program is an integral part of our operating strategy. The Nominating and Corporate Governance Committee of the Board oversees our ESG program efforts. We also have a management-level ESG steering committee, which supports our commitment to ESG and other public policy matters.

The pillars of our ESG program are as follows:

•	Good Corporate Governance. As described more fully in Corporate Governance Highlights on page 8, we strive to maintain good corporate governance practices, which we believe are a key component in the creation of stockholder value.

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•	Environmental Sustainability. Our focus on sustainability is exemplified by our commitment to the following four principles:

Conservation, including through energy and water conservation and reduction of waste;

Preservation, including through preserving the natural and cultural heritage of the locations of our properties;

Personification, including putting people first by investing in them and facilitating a people-centric culture in our businesses; and

Innovation, including the pursuit of sustainable growth by enhancing the value of our brands and assets through investments, technology and environmental best practices.

We also believe it is important to address climate and resource issues by measuring our progress in improving the environmental footprint of our hotel properties. Specifically, we are working with Marriott, the operator of our hotel properties, to establish baselines for our energy, water and waste usage for our hotel portfolio. We also continue to work with Marriott to implement new, and to expand existing, programs at our hotels to minimize risk and enhance value.

•

Corporate Citizenship. We strive to be a good corporate citizen in the markets in which we operate through financial and volunteer support of worthy causes, as well as through direct community engagement. Our charitable foundation, which has a primary focus on youth, education and the arts, supports many organizations in our community, including the PENCIL Foundation and YMCA of Middle Tennessee’s Camp Widjiwagan.

We also believe it is important to ensure the safety of our employees and guests, to uphold labor rights and take steps to prevent sexual harassment of our employees. Finally, we think it is important to respect and uphold fundamental human rights, and to work to eradicate modern slavery from the industries in which we operate and the supply chains of those industries.

•	Diversity, Equity and Inclusion. We have committed to transforming our approach to diversity and inclusion by building upon past successes and focusing on key areas for

improvement. While our company has a strong track record of fair employment practices, we acknowledge there is more work to be done to create an inclusive experience for all employees and recruit more minority candidates to the business. In 2020, we carried out a deep examination of our diversity and inclusion practices and began instituting new initiatives to be a stronger community partner and agent for change, which process continued during 2022. These initiatives included educational partnerships encouraging minority candidates to pursue hospitality and entertainment careers, identifying and showcasing diverse talent in our entertainment venues and fostering an inclusive employment environment through our human resources processes (including training, leadership development and talent reviews).

Workforce Composition and Minority Representation

We are committed to equal employment opportunity (EEO), and it is our policy to provide EEO to all persons regardless of race, color, religion, sex (i.e., pregnancy, gender identity, or sexual orientation), national origin, age, mental and/or physical disability, genetic information or military status.

We have recently enhanced our recruitment initiatives to attract, employ and develop more minority candidates. In 2022, these efforts included establishing relationships with diverse Nashville-area community groups in preparation for future open positions and developing a protocol to ensure a diverse candidate pool is identified and interviewed for all senior open positions, director-level and above. We have also increased our presence and partnerships with local schools and universities to hire more diverse graduates at our venues and engage these graduates in career development programs.

In 2022 we continued a management development and mentoring program for high-potential employees, with an emphasis on diverse participants.

In 2022 we also established a series of employee resource groups with the goal of bringing together employees with similar interests or identities to discuss career and workplace topics in a supporting and inclusive environment. In addition, we continue to promote our diversity, equity and inclusion mission more prominently across our career platforms, including

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through OPEN, a platform designed to share our diversity and inclusion philosophy through personal stories from our employees. You can visit the OPEN microsite here:

https://www.rhpdiversity.com/

Please note that our website is provided as an inactive textual reference and the information on our website is not incorporated by reference in this proxy statement.

In addition, we have provided more information about our workforce in our 2021 year-end ESG report, described below.

ESG Program Report

For more information about our ESG program, including our 2021 year-end ESG report (which was published in the third quarter of 2022 and which provides a detailed overview of our ESG efforts and progress) and our ESG steering committee charter, please visit our website at:

https://rymanhospitalitypropertiesinc.gcs-

web.com/sustainability

Please note that our website is provided as an inactive textual reference and the information on our website is not incorporated by reference in this proxy statement.

We expect to publish our 2022 year-end ESG report, providing an update on our ESG efforts and progress to date, in the third quarter of 2023.

Restrictions on Hedging and Pledging of Company Stock

Our insider trading policy restricts our executive officers and directors from engaging in any transactions designed to hedge or otherwise offset any decrease in the fair market value of our equity securities. Our insider trading policy also prohibits executive officers and directors from pledging or otherwise encumbering a significant amount of equity securities (generally defined as the lesser of 0.50% of our outstanding equity securities or 10% of the equity securities owned by the individual) without prior approval of the Human Resources Committee.

As of January 31, 2023, no directors or executive officers have entered into pledges or otherwise encumbered their shares of company stock in excess of such limitation.

Proxy Solicitation

We will bear the cost of soliciting proxies for the ~~meeting.~~2023 Annual Meeting. We have retained Morrow Sodali LLC to assist in the solicitation and will pay them

approximately $6,000. Our officers may also solicit proxies by mail, telephone, e-mail or facsimile transmission, but we will not reimburse them for their efforts. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials.

Stockholder Outreach

We believe that our relationship with our stockholders is an important part of our corporate governance program. Our stockholder and investor outreach generally includes investor road shows, analyst meetings, investor days and investor conferences and meetings. We also communicate with our stockholders through our SEC filings (including our annual report and proxy statement), press releases and our website. In addition, our conference calls for quarterly earnings releases are available to anyone in real time and on an archived basis. During 2022 we also reached out to 37 of our 45 largest stockholders who have a policy of engaging with portfolio companies, representing approximately 71% of our outstanding shares, to engage in a dialogue regarding their areas of focus and concern.

The primary corporate governance issue raised by our stockholders during 2022 was as follows:

Continued Focus on ESG Efforts, Including Additional Information on our Diversity, Equity and Inclusion Efforts. Several investors continue to ask that we provide an enhanced level of reporting regarding our ESG policies and procedures, as well as additional information regarding our diversity, equity and inclusion efforts. We incorporated this feedback into our 2021 year-end ESG report, and we intend to continue expanding this reporting in future ESG reports. Several investors also asked that we consider setting longer-term carbon reduction and other ESG specific goals for our hospitality business, as well as including additional ESG goals as a component of our annual incentive compensation programs. We will be mindful of these requests as we design our ESG and compensation programs for future years.

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Communications with the Board of Directors

Stockholders, employees and others interested in communicating with the Board (including non-management directors) may write ~~to:~~

to Ryman Hospitality Properties, Inc.

, Attn: Corporate Secretary,

One Gaylord Drive,

Nashville, Tennessee ~~37214~~

37214. The Corporate Secretary reviews all such correspondence and regularly forwards to the Board a summary of all such correspondence and copies of all correspondence that, in the opinion of our Corporate Secretary, deals with the functions of the Board or committees thereof or that he otherwise determines requires their attention. Directors may review a log of all correspondence addressed to members of the Board and request copies of any such correspondence.

Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters. In addition, stockholders, employees and other interested parties may communicate directly with our ~~independent~~Independent Lead Director, individual independent directors or the independent directors as a group by email atboardofdirectors@rymanhp.com.

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Stock Ownership

The table below lists the beneficial ownership of our common stock as of March ~~16, 2018~~24, 2023 (unless otherwise noted) by all directors, director nominees, each of our NEOs, and the directors, director nominees and executive officers as a group. The table also lists all institutions and individuals known to hold more than 5% of our common stock, as obtained from SEC filings. The percentages shown are based on outstanding shares of common stock as of March ~~16, 2018.~~24, 2023. Unless otherwise noted, the address for each person listed is our principal office.

Beneficial Stock Ownership of Directors, Director Nominees, Executive Officers and Large Stockholders Table

Name
  Shares
Owned⁽¹⁾

Director
Deferred
  Restricted
Stock
Units⁽²⁾
   Stock Options
Exercisable
Total
Shares
Owned
   % of Total
Outstanding⁽³⁾
  Colin Reed, NEO and Director
1,265,991⁽⁴⁾ -            -            1,265,991    2.5%
  Michael Bender, Director
14,862 9,009    -            23,871    *
  Rachna Bhasin, Director
2,946 ⁽⁵⁾ -            -            2,946    *
  Alvin Bowles, Director
1,312 ⁽⁵⁾ -            -            1,312    *
  Ellen Levine, Director
27,057 ⁽⁵⁾ -            -            27,057    *
  Fazal Merchant, Director
-         255    -            255    *
  Patrick Moore, Director
-         6,343    -            6,343    *
  Robert Prather, Director
3,960 21,881    -            25,841    *
  Michael Roth, Director
36,168 ⁽⁵⁾ -            -            36,168    *
  Mark Fioravanti, NEO
163,147 -            -            163,147    *
  Bennett Westbrook, NEO
19,466 -            -            19,466    *
  Patrick Chaffin, NEO
22,253 -            -            22,253    *
  Scott Lynn, NEO
10,118 -            -            10,118    *
  All directors and executive officers   (as a group) 1,577,471 37,488    -            1,614,959    3.2%
  Vanguard Inc.
8,313,546 ⁽⁶⁾ -            -            8,313,546    16.2%
  GAMCO Investors, Inc.
5,308,623 ⁽⁷⁾ -            -            5,308,623    10.4%
  BlackRock, Inc.

4,626,347 ⁽⁸⁾ -            -            4,626,347    9.0%

Name	Shares Owned⁽¹⁾	Director Deferred Restricted Stock Units⁽²⁾	Stock Options Exercisable	Total Shares Owned	% of Total Outstanding
Colin Reed, NEO & Director	1,423,827⁽³⁾	—	—	1,423,827	2.6%
Rachna Bhasin, Director	6,005⁽⁴⁾	—	—	6,005⁽⁴⁾	*
Alvin Bowles, Director	3,366⁽⁴⁾	2,687	—	3,366⁽⁴⁾	*
Bill Haslam, Director Nominee	390	—	—	390	*
Fazal Merchant, Director	6,203⁽⁴⁾	—	—	6,203⁽⁴⁾	*
Patrick Moore, Director	4,936⁽⁴⁾	14,359	—	4,936⁽⁴⁾	*
Christine Pantoya, Director	6,393⁽⁴⁾	—	—	6,393⁽⁴⁾	*
Robert Prather, Director	3,960	32,516	—	3,960	*
Michael Roth, Director	39,593⁽⁴⁾	—	—	39,593⁽⁴⁾	*
Mark Fioravanti, NEO & Director	235,640	—	—	235,640	*
Jennifer Hutcheson, NEO	16,958	—	—	16,958	*
Patrick Chaffin, NEO	33,254	—	—	33,254	*
Scott Lynn, NEO	25,491	—	—	25,491	*
All directors, director nominees and executive officers (as a group)	1,806,016	49,562	—	1,806,016	3.3%
The Vanguard Group	7,653,512⁽⁵⁾	—	—	7,653,512	13.9%
BlackRock, Inc.	5,633,812⁽⁶⁾	—	—	5,633,812	10.2%
FMR LLC	3,029,615⁽⁷⁾	—	—	3,029,615	5.5%

*	Less than one percent.

⁽¹⁾

With respect to our NEOs, directors, director nominees and executive officers, this column includes shares of common stock issuable upon the vesting of RSUs that will vest ~~on or~~ prior to May ~~16, 2018.~~24, 2023. For a listing of the RSUs held by NEOs, seeOutstanding Equity Awards at ~~2017~~2022 Fiscal Year Endbelow. For a listing of the RSUs held by non-employee directors, seeDirector Compensationbelow.

⁽²⁾	Represents RSUs awarded to directors which have vested but receipt has been deferred. Also includes RSUs issued in lieu of cash director fees to participating

directors. Directors may elect to defer receipt of RSUs awarded under our current and former omnibus incentive plans until either a specified date or the director’s retirement or resignation from the Board.

This column reflects shares issuable to each director at the end of the applicable deferral period.

⁽³⁾	~~In calculating the percentages of outstanding stock, each person’s RSUs that will vest on or prior to May 16, 2018 have been added to the total outstanding shares for such person’s calculation.~~

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⁽⁴⁾

(3)

Includes ~~573,303~~648,290 shares credited to Mr. Reed’s SERP, as defined inOther Compensation Information—Nonqualified Deferred Compensationbelow. Mr. Reed does not have voting or investment power with respect to these shares, and his sole right is to receive these shares upon termination of employment in accordance with the terms of his employment agreement.

⁽⁵⁾

(4)

For Ms. Bhasin, Mr. ~~Bowles,~~Merchant, Ms. ~~Levine~~Pantoya and Mr. Roth, includes ~~1,312~~1,420 shares each issuable upon the vesting of RSUs onprior to May ~~4, 2018.~~24, 2023. For Mr. Bowles, includes 1,415 shares issuable upon the vesting of RSUs prior to May 24, 2023. For Mr. Moore, includes 2,436 shares issuable upon the vesting of RSUs prior to May 24, 2023.

⁽⁶⁾

(5)

Based solely on information ~~in:~~in Amendment Number 410 to Schedule 13G filed with the SEC on February ~~2, 2018~~9, 2023 by The Vanguard ~~Specialized Funds—Vanguard REIT Index Fund,~~Group, which has ~~sole~~shared voting power ~~with respect to 3,101,946 shares;~~

with respect to 84,904 shares, sole dispositive power with respect to 7,515,869 shares and shared dispositive power with respect to 137,643 shares. The address for the reporting persons is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(6)

Based solely on information in Amendment ~~Number 5~~No. 13 to Schedule 13G filed with the SEC on February 12, 2018 by The Vanguard Group, Inc., which has sole voting power with respect to 137,983 shares, shared voting power with respect to 59,621 shares, sole dispositive power with respect to 8,169,801 shares and shared dispositive power with respect to 143,745 shares. The address for the reporting persons is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

⁽⁷⁾

Based on information in Amendment No. 45 to Schedule 13D filed with the SEC on November 1, 2017 jointly by GAMCO Investors, Inc. (“GBL”) and the following entities: GGCP, Inc. (“GGCP”); GGCP Holdings LLC (“Holdings”); Gabelli Funds, LLC (“Funds”); GAMCO Asset Management Inc. (“GAMCO”); Teton Advisors, Inc. (“Teton”); Associated Capital Group, Inc. (“Associated Capital”); Gabelli & Company Investment Advisers, Inc. (“GC”); Gabelli Foundation, Inc. (“Foundation”); MJG-IV Limited Partnership (“MJG-IV”); and Mario Gabelli. GGCP (which had sole voting and dispositive power with respect to 24,000 shares of common stock) makes investments for its own account and is the manager and member of Holdings, which is the controlling shareholder of GBL. GBL, a public company listed on the NYSE, is the parent company for a variety of companies engaged in the securities business, including those named below. GAMCO (which had sole voting power with respect to 3,633,545 shares of common stock and sole dispositive power with respect to 3,879,160 shares of common stock), a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940. Funds, a wholly owned subsidiary of GBL, is a limited liability

company. Funds (which had sole voting power with respect to 57,400 shares of common stock and sole dispositive power with respect to 1,313,400 shares of common stock) is an investment adviser registered under the Investment Advisers Act of 1940 which provides advisory services for registered investment companies. Teton (which had sole voting and dispositive power with respect to 10,000 shares of common stock) is an investment adviser registered under the Investment Advisers Act of 1940 which provides discretionary advisory services to registered investment companies. GC (which is a wholly-owned subsidiary of Associated Capital, which had sole voting and dispositive power with respect to 12,000 shares of common stock) is an investment adviser registered under the Investment Advisers Act of 1940 which provides advisory services for registered investment companies and which had sole voting and dispositive power with respect to 4,960 shares of common stock. The Foundation (which had sole voting and dispositive power with respect to 11,000 shares of common stock) is a private foundation. Mario Gabelli is the Chairman, a Trustee and Investment Manager of the Foundation. Elisa M. Wilson is President of the Foundation. Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. Mario Gabelli is also a member of Holdings. Mario Gabelli is the controlling shareholder of Teton.~~MJG-IV~~ (which had sole voting and dispositive power with respect to 19,238 shares of common stock) is a family partnership in which Mario Gabelli is the general partner. Mario Gabelli has less than a 100% interest in MJG-IV.~~MJG-IV~~ makes investments for its own account. Mario Gabelli disclaims ownership of the securities held by MJG-IV beyond his pecuniary interest. Mario Gabelli has sole voting and dispositive power with respect to 34,865 shares of common stock. The above reporting persons do not admit that they constitute a group. The address for all of the above reporting persons is One Corporate Center, Rye, New York 10580.

⁽⁸⁾

~~Based on information in Amendment No. 6 to Schedule 13G filed with the SEC on January 23, 2018~~March 8, 2023 by BlackRock, Inc., which has sole voting power with respect to ~~4,503,718~~5,297,378 shares and sole dispositive power with respect to ~~4,626,347~~5,633,812 shares. The address for the reporting person is ~~55 East 52~~^nd ~~Street,~~50 Hudson Yards, New York, New York ~~10055.~~10001.

(7)	Based solely on information in Schedule 13G filed with the SEC on February 9, 2023 by FMR LLC, which has sole dispositive power with respect to 3,029,615 shares. The address for the reporting person is 254 Summer Street, Boston, Massachusetts 02210.

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Compensation Discussion and Analysis

Executive Summary

Overview

•

A significant portion of the total compensation paid to each named executive officer, or NEO, is in the form of “at risk” pay in order tocreate proper incentives for our executives to achieve corporate and individual objectives and to bothmaximize stockholder value over the long-term and toalign pay with stockholders’ ~~interests~~;interests;

•

A strong pay-for-performance philosophy synchronizes incentive payments with actual financial and business results relative to performance expectations;

•

Our pay decisions are transparent to all stakeholders and tethered tosound governance measures; and

•

Total compensation opportunity throughout our organization ismarket competitive to support recruitment and retention.

Our corporate objectives are to continue to increase funds available for distribution to our stockholders and to create long-term stockholder value. Consistent with these goals and objectives, the Human Resources Committee, which acts as our compensation committee, has developed and approved an executive compensation program providing for a range of compensation levels for our NEOs with the intent of rewarding strong performance and reducing compensation when our performance objectives are not achieved.

~~Company Highlights—2017 Financial~~

For purposes of this Compensation Discussion and ~~Operating Highlights~~

~~We believe that~~Analysis, our results in 2017 reflect the continued overall strength of our Hospitality business segment, particularly the group meetings sector in which we focus. In addition, the growth in our Entertainment business segment in 2017 continued to reflect our strategic focus on expanding this business and the continued popularity of the country music genre and Nashville as a tourist destination. Our 2017 financial and operating highlights include:

NEOs during 2022 were:

~~We Increased Company Revenues to New Highs~~

•

✓

~~Company Total Revenues~~~~—Our total revenues for 2017 were $1.18 billion, an increase~~

Colin Reed, who served as our Chairman & Chief Executive Officer (our principal executive officer) during 2022, and who began serving as Executive Chairman of ~~3.1% from 2016. This represents the highest level~~our Board of ~~revenues~~Directors in ~~our history.~~January 2023.

•

✓

~~Segment Revenues~~~~—We experienced revenue growth~~

Mark Fioravanti, who served as our President & Chief Financial Officer (our principal financial officer) from January 2022 until March 2022, and who served as our President (with increased management responsibilities, including direct supervision of our Entertainment business segment) during the remainder of 2022. Mr. Fioravanti began serving as our President & Chief Executive Officer (our principal executive officer) in ~~both our Hospitality and Entertainment segments:~~January 2023.

•

~~Hospitality~~~~—Hospitality business segment revenue in 2017 increased 1.9%~~

Jennifer Hutcheson, who served as our Executive Vice President, Corporate Controller & Chief Accounting Officer from ~~2016 to $1.06 billion.~~January 2022 until March 2022, and who has served as our Executive Vice President & Chief Financial Officer (our principal financial officer) since March 2022.

•

~~Entertainment~~~~—Entertainment business segment revenue~~

Patrick Chaffin, who served as our Executive Vice President & Chief Operating Officer – Hotels during 2022, and who continues to serve in ~~2017 increased 14.1% from 2016 to $125.1 million.~~

~~We Saw Increased Net Income and AFFO~~

✓

~~Net Income and Adjusted Funds from Operations~~~~—Our 2017 consolidated net income was $176.1 million, an increase of 10.5% from 2016. Our 2017 Adjusted Funds from Operations, or AFFO~~⁽¹⁾~~, was $285.5 million, an increase of 1.4% from 2016.~~this role.

•

✓

~~Hospitality Business Segment~~~~—Our 2017 Hospitality business segment operating income was $188.3 million, a decrease of 13.5% from 2016. Our 2017 Hospitality business segment Adjusted EBITDA~~⁽¹⁾ ~~was $346.1 million, an increase of 2.7% from 2016.~~

Scott Lynn, who served as our Executive Vice President & General Counsel during 2022, and who continues to serve in this role.

As of December 31, 2022, our company did not have any other individuals who qualified as an “executive officer” as such term is defined in Rule 3b-7 of the Exchange Act.

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Company Highlights—2022 Financial and Operating Highlights

a consolidated net income of $134.9 million (as compared to a consolidated net loss of $194.8 million in 2021); and

•

✓

~~Entertainment Business Segment~~~~—Our 2017 Entertainment business segment operating income was $33.6 million, an increase of 14.3% from 2016. Our 2017 Entertainment business segment~~

consolidated Adjusted EBITDA⁽¹⁾ ~~was $41.2~~re, excluding non-controlling interest in consolidated joint venture of $540.5 million ~~an increase of 15.4% from 2016.~~

~~We Continued to Increase Dividends to Stockholders~~

✓

~~Increased Dividends~~~~—In 2017 we increased our annual cash dividend by 6.7%~~ (as compared to ~~2016) to $3.20 per share, paying approximately $163.7~~consolidated Adjusted EBITDAre, excluding non-controlling interest in consolidated joint venture of $178.4 million in ~~dividends to our stockholders (including the dividends paid in January 2018 to holders of record as of December 29, 2017)~~2021).

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⁽¹⁾

AFFO and segment-level Adjusted EBITDA are non-GAAP financial measures. For a definition of the non-GAAP financial measures used herein, a reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure, and an explanation of why we believe these measures present useful information to investors, see Appendix A.

2023 NOTICE OF MEETING AND PROXY STATEMENT

Company Highlights—Total Stockholder Return

The following chart shows how a $100 investment in our common stock on December 31, ~~2012~~2017 would have grown to ~~$231.31~~$133.26 on December 31, ~~2017,~~2022, with dividends reinvested quarterly. The chart also compares the TSR of our common stock to the same investment in the S&P 500 Index and the FTSE NAREIT Equity REITs Index over the same period, with dividends reinvested quarterly.

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

	12/17	12/18	12/19	12/20	12/21	12/22
Ryman Hospitality Properties, Inc.	$100.00	$100.94	$136.96	$109.93	$149.19	$133.26
S&P 500	$100.00	$95.62	$125.72	$148.85	$191.58	$156.89
FTSE NAREIT Equity REITs	$100.00	$95.38	$120.17	$110.56	$158.36	$119.78

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Company Highlights—Compensation Practices

In designing our compensation programs, we are mindful of the risks to our stockholders that may be inherent in our compensation programs, and we attempt to utilize compensation practices that mitigate these risks. In designing our compensation programs, we also have considered feedback from our investors and other relevant third parties. Our compensation program includes the following compensation practices:

•	Pay for Performance—We tie pay to performance in a manner that we believe advances our stockholders’ interests by paying a significant portion of our NEOs’ total compensation opportunities in the form of variable compensation payable upon the performance of short- and long-term performance targets.

•

Design of Our Short-Term Cash Incentive Compensation Program—As described below under 2022 Short-Term Cash Incentive Compensation on page 44, our annual short-term cash incentive compensation plan is performance-based, and the plan does not have minimum payout levels (i.e., all of this compensation is “at risk”). For 2022, our annual short-term cash incentive compensation plan was based 75% on the achievement of financial goals, and 25% on the achievement of strategic objectives, as described below under 2022 Short-Term Cash Incentive Compensation beginning on page 44.

Each NEO was awarded 2022 short-term cash incentive compensation at 138.7% of the target payout level as a result of our achievement of the financial and strategic objectives outlined below under 2022 Short-Term Cash Incentive Compensation. No adjustments were made to the annual short-term cash incentive compensation plan, and discretionary awards were made to each NEO as a result of their individual contributions to our financial and operating results in 2022, as more fully described beginning on page 46.

•

Design of Our Long-Term Equity Incentive Compensation Program—As described below under 2022 Long-Term Equity Incentive Compensation on page 48, a significant portion of our NEOs’ annual long-term incentive compensation is in the form of performance-based RSUs which vest based on our achievement of TSR compared to the TSR of a designated peer group, combined with a group of additional comparable companies selected from the FTSE NAREIT Lodging Resorts Index. As described on page 49 below, there is no minimum payout level associated with these performance-based RSU awards (i.e., all of this compensation is “at risk”). As described on page 49 below, there is also a cap on the total amount of compensation which may be earned in connection with these performance-based awards.

We believe as a general matter that “mid-stream” changes should not be made to previously granted performance-based awards. Accordingly, no changes were made in 2022 to previously-granted performance-based awards.

•

Meaningful Stock Ownership and Retention Guidelines for Executives and Directors—Our stock ownership guidelines require meaningful levels of stock ownership by our executives (including 5x base salary for our CEO) and directors. In addition, any officer or director who does not meet the applicable stock ownership guideline (regardless of any compliance grace period) must hold at least 50% of the net shares received in any RSU vesting. See Stock Ownership and Retention Guidelines on page 52 below.

•

No “Single Trigger” Cash Payments Upon a Change of Control—As described in Post-Termination Benefits on page 52 below, the employment and severance arrangements with our NEOs require a “double trigger” (requiring both a change of control and termination of employment) for cash severance payments following a change of control.

•	No Tax “Gross Ups” For Severance Payments—As described in Post-Termination Benefits on page 52 below, we do not provide excise or other tax “gross up” payments in connection with any severance payment made to an NEO.

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   12/12    12/13    12/14    12/15    12/16    12/17
Ryman Hospitality Properties, Inc.
   100.00    114.33    151.13    155.58    201.00    231.31
S&P 500
   100.00    132.39    150.51    152.59    170.84    208.14
FTSE NAREIT Equity REITs
   100.00    102.47    133.35    137.61    149.33    157.14

2023 NOTICE OF MEETING AND PROXY STATEMENT

2022 Compensation Summary

The charts below illustrate the balance of the elements of target total compensation⁽²⁾⁽¹⁾ during ~~2017~~2022 for Mr. Reed, who served as our CEO during 2022, and the average of the other NEOs.

As the charts above indicate, a significant portion of our NEOs’ target total compensation is performance-based and ~~is also~~tied to stock performance, thus aligned with the interests of our stockholders. Target total compensation for our CEO is weighted more toward long-term incentives than the other NEOs, as the Human Resources Committee wants to encourage our CEO ~~in particular,~~ to focus on our long-term growth.

⁽²⁾

(1)

Percentage of total compensation as calculated above is based on the ~~2017~~2022 base salary and the value of executive-level perquisites paid to the NEO which were not paid generally to all employees, the ~~2017~~2022 short-term cash incentive compensation plan award (assuming achievement at the target level ~~(such award was ultimately~~(awards were paid at ~~123%~~138.7% of the target ~~payout~~performance level ~~for~~based on 2022 performance pursuant to the ~~NEOs, as more fully described below,~~terms of the 2022 short-term cash incentive compensation plan; in addition ~~to a~~ discretionary cash ~~award~~bonuses were paid to ~~Mr. Reed~~each of our NEOs, as described below)), the grant date fair value of the TSR-linked performance-based RSU awards granted in February ~~2017~~2022 to each NEO (assuming vesting at the target achievement level), and the grant date fair value of the time-based RSU awards granted in February ~~2017.~~2022 to each NEO. Each compensation element is outlined in more detail in the~~2017~~2022 Summary Compensation Table set forth on page 4858 below.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Our Compensation Program

The key elements of the compensation program for our executive officers are:

~~Compensation~~
~~Element~~

~~Key~~

~~Characteristics~~

Why We Pay

This Element

Considerations

Determining

the Amount of Pay

~~2017~~

2022

Decisions

Base Salary

• Fixed compensation.

• Payable in cash.

• Reviewed annually and adjusted when ~~appropriate.~~

appropriate

• ~~Necessary to~~To attract and retain qualified executives.

• Compensate for roles and responsibilities.

• Level of responsibility.

• Individual skills, experience and performance.

~~Our~~

Mr. Reed, who served as our CEO ~~received~~in 2022, did not receive an ~~8.8%~~ increase in base salary from 2021.

Mr. Fioravanti, who served as our President in 2022, and ~~our other NEOs (on average)~~who assumed increased responsibilities in March 2022, received a ~~5.7%~~21.4% increase in base ~~salary.~~salary from 2021.

Ms. Hutcheson, who began serving as our EVP & CFO in March 2022, received a 28.5% increase in base salary from 2021.

Mr. Chaffin, who served as our EVP & COO-Hotels in 2022, and who assumed increased responsibilities in March 2022, received a 12.4% increase in base salary from 2021.

Mr. Lynn, who served as our EVP & GC in 2022, received a 3.0% increase in base salary from 2021. See page ~~37.~~43.

Short-Term Cash Incentive Compensation

• Variable compensation.

• Payable in cash based on performance against annually established performance objectives.

• Reviewed annually and adjusted from year to year when appropriate.

• Motivate and reward executives.

• Incentivizes the executives to meet our short-term financial and operational objectives.

• ~~AFFO was the basis for the financial goal for the plan (the only goal for all NEOs except Mr. Reed, whose goals~~Goals were based 75% on ~~the~~ financial ~~goal~~goals and 25% on designated strategic objectives, as described below).

Based on performance relative to the financial ~~goal (and, in the case of our CEO, performance relative to~~goals and designated strategic ~~objectives), the committee approved a payout~~objectives, an award to each NEO was paid at ~~123%~~138.7% of the target ~~payout~~level of achievement for ~~each NEO. Mr. Reed also received additional~~2022, with discretionary cash ~~incentive compensation~~bonuses paid to each NEO in recognition of ~~his contribution~~their individual contributions to our ~~operating and financial performance.~~results in 2022. See page ~~38.~~46.

Long-Term Equity Incentive Compensation

• Variable compensation.

• Time-based RSUs vesting ratably over four years.

• Performance-based RSUs vesting over a three-year performance ~~period.~~

~~• Time-based RSUs vesting ratably over four years.~~

period based on a designated performance metric.

• Motivate and reward executives.

• Aligns the interests of executives and stockholders and focuses the executives on long-term objectives over a multi-year period.

• Encourages retention through long-term vesting.

Time-Based Awards

• RSUs vest in 25% increments over 4 years

Performance-Based Awards

• RSUs vest based on TSR relative to a designated peer ~~groups~~group of comparable companies over a 3-year performance period.

• Awards pay out at a range from 0% to 150% of target with no shares earned for performance below 50% of financial target.

~~Time-Based Awards~~

~~RSUs which vest in 25% increments over 4 years.~~

The mix of long-term equity incentive awards granted pursuant to ~~NEOs~~our annual long-term equity incentive compensation program in 2022 was approximately 50% in the form of TSR-linked performance-based RSUs and 50% in the form of time-based ~~RSUs.~~RSUs, excluding the one-time promotional grant of 12,500 time-based RSUs to Mr. Fioravanti on October 11, 2022. See page ~~38.~~48.

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Other Benefits

• Fixed compensation.

• Participation in broad-based plans at same cost as other employees.

• Certain executive-level perquisites not paid generally to our other employees.

• Allow senior executives to participate in broad-based ~~employee~~ benefit programs.

• Provide competitive benefits to ~~promote the health and well-being of~~ our executive officers.

• Level of benefits provided to all employees.

• ~~Benefits~~Executive benefits provided by ~~other~~ similarly-positioned companies.

Our NEOs received only modest executive-level perquisites. See page ~~42.~~51.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

~~2017~~2022 Compensation Decisions

Our Human Resources Committee (which functions as our compensation committee) annually reviews our executive compensation program to determine how well actual compensation targets and levels meet our overall compensation philosophy and to compare our compensation programs to our peers. The committee also oversees our compensation programs.

Compensation Peer Group

For ~~2017,~~2022, the committee used a compensation peer group of the following 13 companies:

	American Campus Communities, Inc.⁽¹⁾	Park Hotels & Resorts, Inc.
~~American Campus~~ ~~Communities, Inc.~~	Ashford Hospitality Trust, Inc.	Pebblebrook Hotel Trust
	Chatham Lodging Trust ~~Chesapeake Lodging Trust~~ ~~Diamondrock Hospitality Co.~~ ~~FelCor Lodging Trust Inc.~~ ~~Kilroy Realty Corp.~~		~~LaSalle Hotel Properties~~ ~~Mid-America Apartment~~ ~~Communities, Inc.~~ ~~Pebblebrook Hotel Trust~~ RLJ Lodging Trust
	DiamondRock Hospitality Co.	Summit Hotel Properties, Inc.
	Hersha Hospitality Trust	Sunstone Hotel Investors, Inc.
	Kilroy Realty Corp.	Xenia Hotels & Resorts, Inc.
	Mid-America Apartment Communities, Inc.

~~These~~
(1)
American Campus Communities, Inc. was removed from the peer group in August 2022 due to its acquisition and subsequent delisting.

The committee believed, based on Aon’s recommendation, that these companies were ~~selected based~~the most relevant peer group against which to review compensation for our NEOs in 2022, as such companies were all REITs with a focus on ~~their industry focus~~lodging, apartments or other real estate investments and ~~their status as a REIT,~~had an implied market capitalization and/or total enterprise value ~~revenue size and debt~~within a range similar to ~~capital ratio.~~the company. This peer group ~~was identical~~had total enterprise value ranging from approximately $978 million to $22.8 billion as of December 31, 2022, compared to the ~~2016~~company’s total enterprise value of approximately $7.5 billion as of December 31, 2022. The peer group ~~except that Post Properties, Inc. was removed due to its acquisition~~selection criteria used by ~~Mid-America Apartment Communities, Inc. during 2016.~~

the committee, and the peer group actually selected by the committee, were unchanged from 2021.

The committee annually determines whether our overall executive compensation program is consistent with our business strategy and promotes our compensation philosophy. In determining target total annual compensation for each NEO, the committee relies on its general experience and subjective considerations of various factors, including our strategic business goals, information with respect to the peer group set forth above, proprietary and publicly available compensation surveys and data with respect to REITs and other public companies provided by Aon, ~~Hewitt,~~ and each executive officer’s position, experience, level of responsibility, individual job performance, contributions to our corporate performance, job tenure and future potential.

The committee does not set specific targets or utilize any formulaic benchmarks for overall compensation or for allocations between fixed and performance-based compensation, cash and non-cash compensation or short-term and long-term compensation. In addition, the committee uses proprietary and publicly available compensation surveys and data with respect to REITs

and other public companies provided by our compensation consultant, Aon, ~~Hewitt,~~ to obtain a general understanding of current compensation practices, including to confirm that the base salary and other elements of target total compensation opportunity for our executive officers is at a market-competitive level.

The committee does not specifically target or benchmark in any formulaic manner any element of compensation or the total compensation payable to NEOs based on these factors.

Base Salary

Base salary is designed to compensate our NEOs for their roles and responsibilities and to provide a secure level of guaranteed cash compensation. We have employment agreements with Mr. Reed and

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Mr. Fioravanti ~~and Mr. Westbrook~~ that provide for a minimum base salary. We have severance agreements with Ms. Hutcheson, Mr. Chaffin and Mr. Lynn that do not provide for any minimum base salary.

Each NEO’s base salary was set based on:

the executive’s roles and responsibilities; and

the executive’s skills, experience and performance.

In ~~2017,~~2022, base salary represented ~~approximately 19%~~18.7% of our CEO’s total compensation package and (on average) ~~approximately 31%~~29.0% of our other NEOs’ total compensation package (calculated in the manner described on page ~~35)~~41). The committee annually reviews the base salaries of each NEO and may make adjustments based on individual performance and changes in roles and responsibilities.

At its February ~~22, 2017~~23, 2022 meeting, the committee reviewed the existing base salaries and perquisites for our NEOs. Specifically, the committee considered each NEO’s current base pay, taking into account base salary levels paid to persons holding similar positions at peer ~~companies.~~companies, as well as the previous adjustments made to each NEO’s base salary in 2021. With respect to Mr. ~~Reed,~~Fioravanti, the committee also considered the ~~complexity associated with his~~additional management responsibilities he would be assuming in March 2022, including the direct operational oversight of ~~the company’s~~our Entertainment business ~~segment operations and his oversight~~segment. With respect to Ms. Hutcheson, the committee also considered the additional duties she would be assuming in connection with her pending appointment as Chief Financial Officer, effective as of ~~the strategic initiatives currently being undertaken at this business.~~March 2022. With respect to Mr. Chaffin, ~~and Mr. Lynn,~~ the committee ~~determined that a larger percentage adjustment to base salary was necessary to maintain a market-competitive level~~also considered the additional management responsibilities he would be assuming in March 2022, including operational oversight of ~~compensation for these executives.~~

our development and design and construction activities.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

Based on its review of the factors described above, including the additional responsibilities to be undertaken for the remainder of 2022 by Mr. Fioravanti, Ms. Hutcheson and Mr. Chaffin described above, the committee determined that the base salary amounts for the NEOs for 2022 should be ~~set at the following levels:~~

2017 Base
Salary
($)
   % Change
from 2016
Base
Salary
  Colin Reed
   925,000    8.8%
  Mark Fioravanti
   515,000    3.0%
  Bennett Westbrook
   386,250    3.0%
  Patrick Chaffin
   325,000    8.3%
  Scott Lynn
   325,000    8.3%

increased as follows:

	2022 Base Salary ($)	% Increase from 2021 Base Salary
Colin Reed	1,100,000	—
Mark Fioravanti	750,000	21.4%
Jennifer Hutcheson	450,000	28.5%
Patrick Chaffin	550,000	12.4%
Scott Lynn	424,360	3.0%

2022 Short-Term Cash Incentive Compensation

We provide annual cash incentive compensation designed to reward achievement of specific previously established short-term financial and strategic goals.

~~2017~~

2022 Performance Goals

For ~~2017~~2022 the committee determined that the NEOs would have the opportunity to earn the following ~~percentage~~percentages of their ~~base salary based on the achievement of the financial performance goals (and, in the case of Mr. Reed, designated strategic objectives) described below.~~

~~The 2017 percentages of~~ base salary at the threshold, target and stretch levels, ~~for each NEO were set at~~based on the ~~following percentages:~~

Threshold
Level

Target
Level
       Stretch
Level
  Mr. Reed
   75%        150%    300%
  Mr. Fioravanti
   62.5%        125%    250%
  Mr. Westbrook
   50%        100%    200%
  Mr. Chaffin
   50%        100%    200%
  Mr. Lynn
   50%        100%    200%

~~The percentage~~achievement of ~~salary awarded for~~a combination of designated financial performance ~~falling between the threshold~~goals and ~~target achievement levels and the target and stretch achievement levels was to be determined using straight-line interpolation.~~

strategic objectives, as described below:

	Threshold Level	Target Level	Stretch Level
Mr. Reed	75%	150%	300%
Mr. Fioravanti⁽¹⁾	75%	150%	300%
Ms. Hutcheson⁽²⁾	62.5%	125%	250%
Mr. Chaffin	50%	100%	200%
Mr. Lynn	50%	100%	200%

(1)

The estimated threshold, target and stretch payout levels for Mr. Fioravanti were 62.5%, 125% and 250%, respectively, for the period from January 1, 2022 through March 1, 2022, and were adjusted to the amounts set forth above for the remainder of 2022 in connection with his assumption of additional management responsibilities, including direct operational oversight of our Entertainment business segment, effective as of March 1, 2022.

(2)

The estimated threshold, target and stretch payout levels for Ms. Hutcheson were 37.5%, 75% and 150%, respectively, for the period from January 1, 2022 through March 1, 2022, and were adjusted to the amounts set forth above for the remainder of 2022 in connection with her assumption of additional duties associated with her appointment as CFO effective as of March 1, 2022.

In ~~2017,~~2022, assuming performance at the target level of achievement, short-term cash incentive compensation

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represented ~~approximately 27%~~27.0% of our CEO’s total compensation package and (on average) ~~approximately 32%~~31.8% of our other NEOs’ total compensation package (calculated in the manner described on page ~~35)~~41).

In ~~2017,~~designing the short-term cash incentive compensation program for 2022, the committee noted the continuing uncertainty created by the ongoing effects of the COVID-19 pandemic. In particular, the committee noted the difficulty of projecting the company’s financial results for 2022 in light of the unknown pace of the recovery from the pandemic at the time the program was approved by the committee. The committee noted that, while historically it had solely utilized a financial metric based on ultimate profitability, Further Adjusted Funds from Operations, as the performance ~~targets, measured using AFFO as reported, excluding income tax expense or benefit (“Further Adjusted AFFO”), established by~~goal under the short-term cash incentive compensation program, the committee ~~were:~~

~~Threshold Performance Goal:~~ ~~Further Adjusted AFFO~~believed that for 2022 it should continue, as it did in 2021, to utilize a combination of ~~$251.1 million.~~

~~Target Performance Goal:~~ ~~Further Adjusted AFFO~~financial metrics measuring both revenues and profitability, as well as a set of ~~$273.4 million.~~

~~Stretch Performance Goal:~~ ~~Further Adjusted AFFO~~designated strategic objectives, in order to avoid either unfairly penalizing the company’s executives if the effects of ~~$306.9 million.~~

the pandemic worsened over 2022 or unfairly rewarding the executives if pandemic conditions improved more quickly than anticipated in 2022 and business levels returned to, or exceeded, pre-pandemic levels. The committee selected this performance metric because it is a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items which we believe are not indicativealso believed that the achievement of the ~~performance of our underlying hotel properties, and as such AFFO is one~~designated strategic goals included in the short-term cash incentive compensation program would, regardless of the ~~principal tools used by our management and the investment community in evaluating our~~company’s ultimate 2022 financial performance, ascontinue serve to position the company well for future growth. However, the committee did believe it was important to put greater emphasis on the achievement of financial goals in 2022 than it did in 2021.

As a ~~REIT.~~ result, the committee determined that each NEO’s short-term cash incentive compensation for 2022 should be based 75% on the following financial performance goals:

Total Consolidated Revenue

$1.44

billion

$1.60

billion

$1.76

billion

25%

AFFO Available to Common Stockholders and Unit Holders

$251.7

million

$279.7

million

$307.7

million

25%

Consolidated Adjusted EBITDAre Margin

25.9%

28.8%

31.7%

25%

These financial performance ~~levels~~goals were set by the committee ~~at the beginning of 2017~~ after thorough discussion with management regarding our anticipated financial ~~performance.~~performance in light of the expected continuing pace of recovery from the COVID-19 pandemic in the United States. In choosing ~~this goal,~~these goals, the committee considered the general economic climate expected in ~~2017,~~2022, the expected conditions in the hospitality industry and our expected financial performance ~~including our guidance for 2017, as reflected~~ in ~~our earnings release issued in~~light of the ~~first quarter~~continued uncertainty caused by the pace of ~~2017.~~recovery from the pandemic. The committee intended the target performance ~~goal~~goals for each metric to be a challenging level of achievement. The committee attempted to set the threshold, target and stretch performance goals to ensure that the relative level of difficulty of achieving these performance levels would be generally consistent with prior years.

The awards to the NEOs (other than Mr. Reed) were based solely on our level of achievement of Further Adjusted AFFO. The award to Mr. Reed was based 75% on our achievement of Further Adjusted AFFO and 25% on our achievement of the strategic objectives, approved in advance by the committee, of achieving effective capital allocation and balance sheet management, specifically including maintaining leverage with a designated range, ensuring compliance with applicable debt covenants and managing interest rate risk associated with floating rate indebtedness.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

~~When~~In addition, when the committee established these targets at the beginning of ~~2017,~~2022, it made a determination that it would have the discretion to adjust ~~Further Adjusted AFFO for~~ the ~~year~~financial metrics included in the plan to exclude losses or expense, or income or gain, related to certain unusual, or infrequently occurring or other specified events as set forth in our omnibus incentive ~~plan (and~~plan.

The committee also determined that each NEO’s short-term cash incentive compensation for 2022 should be based 25% on the company’s achievement of the following strategic objectives:

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Strategic Objective	Target Criteria	Weight
Corporate Expense Management	Corporate expenses not to exceed the greater of $24.5 million or 1.6% of 2022 gross revenue	2.78%
Gross Room Nights Booked (All Future Years)	2.1 million gross room nights booked (for all future years)	2.78%
Gaylord Hotels Portfolio RevPAR Performance Against Competitive Set	Gaylord Hotels to achieve 2022 STR RevPAR Penetration Index of 100%	2.78%
Ryman Auditorium Concerts Booked	Achieve 2023 concert booking goal by December 31, 2022	2.78%
Balance Sheet Management	Maintain compliance with existing credit facility waiver terms and exit senior credit facility waiver period in the first quarter of 2022	2.78%
Block 21 Acquisition	Successful completion of Block 21 acquisition	2.78%
W Austin Hotel Renovation	Assuming acquisition of Block 21 in the first quarter of 2022, start the renovation of the W Hotel common areas by December 31, 2022	2.78%
Ole Red Las Vegas	Start construction of Ole Red Las Vegas project by December 31, 2022	2.78%
ESG Program	Publish annual ESG Program Report, including enhanced disclosures regarding the company’s DE&I efforts	2.78%

The committee was to determine the level of achievement of each such goal. Achievement of the threshold level of achievement of an individual financial or strategic performance goal would ~~have~~result in a payout percentage equal to 50% of the ~~discretion whether to exclude any~~applicable weight of such ~~items~~goal, achievement of ~~income~~the target level of achievement of an individual financial or ~~gain).~~ strategic performance goal would result in a payout percentage of 100% of the applicable weight of such goal, and achievement of the stretch level of achievement of an individual financial or strategic performance goal would result in a payout percentage of 150% of the applicable weight of such goal.

In addition, under the terms of our omnibus incentive plan, the committee may exercise negative discretion in determining the final amounts of the short-term cash incentive awards payable at any given level of performance to ensure that such awards accurately reflect our actual performance. The committee also had the option of lowering the amount of, or not awarding, annual cash incentive compensation otherwise payable to an executive under the plan for ~~2017~~2022 if the executive did not attain a minimum-level annual performance rating under the company’s employee evaluation program, which is a prerequisite to receiving cash incentive compensation under the plan.

~~2017~~

2022 Short-Term Incentive Compensation Awards

The committee determined that the financial performance goals under the short-term incentive compensation plan were achieved as follows:

Performance Goal	Actual Result	Achieve- ment Level	Payout %
Total Consolidated Revenue	$1.81 billion	Stretch (150%)	37.5%
AFFO Available to Common Stockholders and Unit Holders	$363.5 million	Stretch (150%)	37.5%
Consolidated Adjusted EBITDAre Margin	30.8%	Between Target and Stretch (106.5%)	33.1%

The committee then determined that the strategic performance goals under the short-term incentive compensation plan were achieved as follows:

Strategic Objective	Actual Result	Achieve- ment Level	Pay out %
Corporate Expense Management	Plan target, net of short-term incentive compensation plan expense accrual, exceeded	Stretch (150%)	4.17%
Gross Room Nights Booked (All Future Years)	Gross room nights booking goal exceeded (approximately 2.4 million gross room nights booked)	Stretch (150%)	4.17%

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~~In analyzing our results for purposes of determining~~

2023 NOTICE OF MEETING AND PROXY STATEMENT

Strategic Objective	Actual Result	Achieve- ment Level	Pay out %
Gaylord Hotels Portfolio RevPAR Performance Against Competitive Set	STR RevPAR penetration goal exceeded (STR RevPAR penetration of approximately 117%)	Stretch (150%)	4.17%
Ryman Auditorium Concerts Booked	Booking goal exceeded by December 31, 2022	Stretch (150%)	4.17%
Balance Sheet Management	Company in compliance with debt agreements as of Dec. 31, 2022, with exit from senior credit facility waiver period in the first quarter of 2022	Target (100%)	2.78%
Block 21 Acquisition	Successful completion of Block 21 acquisition in the second quarter of 2022	Target (100%)	2.78%
W Austin Hotel Renovation	Design work for renovation of the W Hotel common areas underway, with expected commencement in third quarter of 2023	Target (100%)	2.78%
Ole Red Las Vegas	Construction of Ole Red Las Vegas project commenced in November 2022	Target (100%)	2.78%
ESG Program	Revised ESG report published on time, with additional DE&I disclosures	Target (100%)	2.78%

The committee determined the overall level of achievement under the short-term ~~incentive compensation plan, the committee reviewed our operating and financial results for 2017.~~

~~In performing its review, the committee made note of the following financial and operating highlights:~~

~~The financial results of our Hospitality business segment, which the committee believed reflected the continued strength of that business, particularly the group meetings sector in which we focus.~~

~~The continued increases in the revenues and Adjusted EBITDA associated with our Entertainment business segment.~~

Our continued focus on returning capital to our stockholders, as evidenced by the 6.7% increase in the amount of our annual dividend in 2017 (as compared to 2016), which resulted in the payment of approximately $163.7 million in dividends on our common stock (including the fourth quarter dividend paid in early 2018 to holders of record as of December 29, 2017).

~~The committee determined that the company’s 2017 Further Adjusted AFFO for purposes of our short-term~~cash incentive compensation plan was ~~$289.0 million, which using straight-line interpolation was equivalent~~

~~to a~~138.7% of the target payout level, ~~of 123%~~which represented the sum of the ~~“target” performance goal. There were no gains or losses related to unusual or infrequent events that were excluded in the determination of Further Adjusted AFFO~~payout percentages for 2017. The committee also determined that Mr. Reed had met the individual strategic performance objectives described above, which combined with the Further Adjusted AFFO achievement level described above, resulted in a payout level equal to 123%each of the ~~“target” payout level for Mr. Reed. The committee also determined that Mr. Reed should receive an additional amount of cash incentive compensation, as~~financial and strategic

goals listed below, due to his contributions to the company’s operating and financial performance in 2017, including the Company’s refinancing activities and the successful commencement of the indoor/outdoor luxury waterpark project at Gaylord Opryland (and the procurement of a tax incentive relating to the project).

above. The committee also reviewed the annual performance rating of each NEO and determined that each NEO met the minimum level performance rating.

The committee also determined that each NEO should receive an additional amount of cash incentive compensation, as listed below, due to their contributions to the company’s financial and operating results in 2022, including:

with respect to Mr. Reed, his efforts in overseeing the company’s senior management team and his contributions to the company’s financial and operating results, as well as his leadership in the process which led to a strategic equity investment in our Entertainment business segment by Atairos and NBCUniversal;

with respect to Mr. Fioravanti, his leadership of the capital markets activities undertaken by the company during 2022, including maintaining the existing waivers of applicable financial covenants under the company’s credit facilities, as well as his oversight of the successful Block 21 acquisition and the strategic equity investment in our Entertainment business segment;

with respect to Ms. Hutcheson, her oversight of the company’s treasury, accounting and financial reporting functions in connection with the strategic and operating activities described above;

with respect to Mr. Chaffin, his continued efforts in effectively supervising the company’s relationship with the manager of its hotel properties, particularly in light of the rapid pace of recovery from the pandemic over the course of 2022; and

with respect to Mr. Lynn, his oversight of the company’s legal and compliance functions in connection with the strategic and operating activities described above.

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As a result, the committee approved the following short-term cash incentive compensation awards:

Calculated
Short-Term
Cash
Incentive
Compen-
sation
($)

Additional
Short-
Term Cash
Incentive
Compen-
sation
($)

Total
Short-
Term Cash
Incentive
Compen-
sation⁽¹⁾
($)

  Mr. Reed
   1,998,831 250,000 2,248,831
  Mr. Fioravanti
   937,480 - 937,480
  Mr. Westbrook
   562,488 - 562,488
  Mr. Chaffin
   468,426 - 468,426
  Mr. Lynn
   468,426 - 468,426

	Calculated Short-Term Cash Incentive Compen- sation⁽¹⁾ ($)	Discretion- ary Short- Term Cash Incentive Compen- sation ($)
Mr. Reed	2,927,100	372,900
Mr. Fioravanti	1,894,669	241,373
Ms. Hutcheson	911,891	116,171
Mr. Chaffin	958,279	122,081
Mr. Lynn	747,707	177,293

⁽¹⁾	The estimated threshold, target and stretch payout levels for each NEO ~~established~~ under ~~the short-term cash incentive~~this plan for ~~2017~~2022 are listed in~~2017~~2022 Grants of Plan-Based Awards table below.

~~2017~~

2022 Long-Term Equity Incentive Compensation

Our long-term equity incentive compensation plan is designed to align the interests of our NEOs and stockholders and focus our NEOs on long-term objectives over a multi-year period. Long-term equity incentive awards are also intended to attract and retain our NEOs through long-term vesting.

In ~~2017,~~2022, long-term equity incentive compensation represented ~~approximately 52%~~54.0% of our CEO’s total compensation

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

package and (on average) ~~approximately 35%~~37.6% of our other NEOs’ total compensation package (calculated in the manner described on page ~~35)~~41).

Long-Term Equity Incentive Compensation Plan Components

~~Our~~

For 2022, the annual long-term equity incentive plan components are:

TSR-Linked Performance-Based ~~RSUs:~~

Restricted Stock Unit Awards:

Vest over a three-year period based on our TSR over the award cycle, as compared to our peers.

Awards settled in stock, with cash dividends on RSUs being paid only upon RSUs that ultimately vest upon the achievement of performance goals.

Granted only to the NEOs and senior executives.

Time-Based ~~RSUs:~~

Restricted Stock Unit Awards:

Annual time-based RSU awards vest in equal amounts over four years, beginning on the first anniversary of the grant date. In certain cases, in connection with a promotional RSU grant or to aid in retention, the committee may designate that certain time-based RSU awards will vest in equal installments over two years, beginning on the third anniversary of the grant date.

Awards settled in stock, with dividends on RSUs held by our NEOs being paid in additional RSUs only upon RSUs that ultimately vest.

Granted to the NEOs, as well as to other eligible employees.

~~2017~~

2022 Long-Term Equity Incentive Compensation Awards

For ~~2017,~~2022, the committee discussed with Aon ~~Hewitt~~ the most appropriate way to motivate and retain our executives. The committee believed it was important to continue to use RSU awards ~~instead of stock options~~ to better align the interests of our executives with our stockholders, to encourage executive retention and to conform to compensation practices in the REIT industry.

As a result of these discussions, the committee decided to structure long-term equity incentive compensation awards in ~~2017~~2022 as a combination of performance-based RSUs and time-based ~~RSUs. The determination of~~RSUs, with the ~~number of RSUs to award~~total value awarded to each ~~NEO was~~executive determined based on a number of factors, including but not limited to corporate and individual

performance, historical grants and competitive practices. The committee determined that each NEO should receive RSUs awards based on the following percentage of such NEO’s base salary, with 50% of the awards to be granted in the form of time-based RSUs and 50% in the form of TSR-linked performance-based RSUs (based on the grant date fair value of such awards): Mr. Reed: 300% of base salary; Mr. Fioravanti: 200% of base salary; Ms. Hutcheson: 150% of base salary; Mr. Chaffin: 100% of base salary; and Mr. Lynn: 100% of base salary.

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As a result of the determinations discussed above, on February ~~22, 2017,~~23, 2022, the committee made the following long-term incentive compensation awards to the NEOs:

Performance-
Based RSU
Awards⁽¹⁾
(#)

Annual
Time-
Based RSU
Awards⁽²⁾
(#)

  Mr. Reed
18,811 18,882
  Mr. Fioravanti
5,813 5,835
  Mr. Westbrook
2,906 2,917
  Mr. Chaffin
2,445 2,455
  Mr. Lynn
2,445 2,455

	Time- Based RSU Awards⁽¹⁾ (#)	Perfor- mance- Based RSU Awards⁽²⁾ (#)
Colin Reed	18,707	22,334
Mark Fioravanti	8,503	10,152
Jennifer Hutcheson	3,827	4,568
Patrick Chaffin	3,118	3,722
Scott Lynn	2,406	2,872

⁽¹⁾	The time-based RSUs vest ratably over four years, beginning March 15, 2023.

(2)

Up to 150% of the performance-based RSUs listed above will vest on March 15, ~~2020~~2025 based on our TSR performance over the three-year award cycle (January 1, ~~2017~~2022 – December 31, ~~2019)~~2024) relative to the median of the TSR performance of ~~the 2017 Performance Peer Groups described below.~~a designated peer group.

⁽²⁾	~~These RSUs vest ratably over four years, beginning on March 15, 2018.~~

~~2017~~

2022 TSR-Linked Performance-Based RSU Awards ~~(2017-2019~~(2022-2024 Performance Period)

The amount of the performance-based RSUs which will ultimately vest on March 15, ~~2020~~2025 will be determined by comparing our TSR performance during the performance period (January 1, ~~2017~~2022 – December 31, ~~2019)~~2024) relative to the median of the TSR performance of the following two peer groups (the ~~“2017~~“2022 Performance Peer Groups”), weighted equally: (1) our ~~2017~~2022 compensation peer group listed above; and (2) the following companies within the FTSE NAREIT Lodging Resorts ~~Index (which~~Index:

	Apple Hospitality REIT, Inc.	InnSuites Hospitality Trust
	Ashford Hospitality Trust, Inc.	Park Hotels & Resorts, Inc.
	Braemar Hotels & Resorts, Inc.	Pebblebrook Hotel Trust
	Chatham Lodging Trust	RLJ Lodging Trust
	CorePoint Lodging Inc.	Sotherly Hotels, Inc.
	DiamondRock Hospitality Co.	Summit Hotel Properties, Inc.
	Hersha Hospitality Trust	Sunstone Hotel Investors, Inc.
	Host Hotels & Resorts, Inc.	Xenia Hotels & Resorts, Inc.

The members of the peer group listed above were selected byfrom among the ~~committee based on~~FTSE NAREIT Lodging

Resorts Index companies due to their ~~industry focus and their status as a REIT,~~relative enterprise value ~~revenue size, debt~~compared to ~~capital ratio and~~the company and/or their relative TSR performance over a ~~three year period):~~

~~Apple Hospitality REIT, Inc.~~

~~Ashford Hospitality Prime~~

~~Ashford Hospitality Trust, Inc.~~

~~Chatham Lodging Trust~~

~~Chesapeake Lodging Trust~~

~~Condor Hospitality Trust, Inc.~~

~~Diamondrock Hospitality Co.~~

~~FelCor Lodging Trust Inc.~~

~~Hersha Hospitality Trust~~

~~Hospitality Properties Trust~~

~~Host Hotels & Resorts, Inc.~~

~~LaSalle Hotel Properties~~

~~Pebblebrook Hotel Trust~~

~~RLJ Lodging Trust~~

~~Sotherly Hotels, Inc.~~

~~Summit Hotel Properties, Inc.~~

~~Sunstone Hotel Investors, Inc.~~

~~Xenia Hotels & Resorts, Inc.~~

three-year period.

This peer group was identical to the peer group we used in 2021 except as follows: (i) Condor Hospitality Trust was not included in the 2022 peer group due to the sale its hotel portfolio and subsequent liquidation in December 2021, and (ii) in March 2022, CorePoint Lodging Inc. was removed from the 2022 peer group due to its acquisition and subsequent delisting.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

~~Specifically, the~~The 2022 TSR-linked performance-based RSU awards will vest as follows:


Company TSR Performance		% of Award Vesting
	Greater than or equal to 15 percentage points above the median TSR performance of the ~~2017~~2022 Performance Peer Groups		150%
	Equal to the median TSR performance of the ~~2017~~2022 Performance Peer Groups		100%
	15 percentage points below the median TSR performance of the ~~2017~~2022 Performance Peer Groups		50%
	Greater than 15 percentage points below the median TSR performance of the ~~2017~~2022 Performance Peer Groups		0%

If the performance achieved falls in between the established performance goal levels, the percentage of the award earned by the NEO will be determined using straight-line interpolation and rounding to the nearest full share.

The awards also provide that if our TSR is negative, on an absolute basis, the committee may, in its discretion, reduce by 25% the number of awards ultimately vesting. In no event will the final value of the award exceed 500% of the fair market value of our common stock on the grant date of February ~~22, 2017. The~~23, 2022. This plan design has been in effect since the company converted to a REIT in 2013, as the committee ~~believes~~has long held the belief that limiting the maximum value of the award ensures the NEOs are not disproportionally ~~awarded~~rewarded for performance.

The committee re-evaluates the ~~2017~~2022 Performance Peer Groups for each fiscal year to take into account changes to the composition of the ~~2017~~2022 Performance Peer Groups (i.e., corporate changes such as mergers or delistings), or to otherwise modify the terms of the award to take into account such other factors which the

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2023 NOTICE OF MEETING AND PROXY STATEMENT

committee in its sole discretion has determined. The committee has not exercised this discretion in connection with the ~~2017~~2022 TSR-linked performance-based RSU awards, except ~~to reflect certain corporate changes in the peer group companies.~~

as described above.

The committee believed the amount of these awards was appropriate given our compensation philosophy and objectives, specifically noting that achievement of greater than “target” level performance would have also resulted in higher than average TSR to our stockholders, as compared to our peers. In ~~2017,~~2022, TSR-linked performance-based RSUs represented ~~approximately 27%~~27.2% of our CEO’s total compensation package and (on average) ~~approximately 18%~~18.9% of our other NEOs’ total compensation package (calculated in the manner described on page ~~35)~~41).

~~2017~~The committee reviewed the continuing effects of the COVID-19 pandemic and the ongoing recovery from the pandemic on the performance-based TSR-linked RSU awards granted in 2022, as well as in previous years. Based in its review, the committee determined that no changes should be made to any outstanding performance-based TSR-linked RSUs, given the long-term nature of the awards. The committee believes as a general rule that no “mid-stream” adjustments should be made to the TSR-linked performance-based RSU awards due to the long-term nature of, and the other structural features of, these awards.

2022 Time-Based RSU Awards

The time-based RSUs granted to the NEOs reflected in the chart above vest ratably over four years, beginning on March 15, ~~2018.~~2023. The committee believed the amount of the time-based RSU awards made to our NEOs was appropriate given our compensation philosophy and objectives, including the need to retain our executives. In ~~2017,~~2022, time-based RSUs represented ~~approximately 25%~~26.8% of our CEO’s total compensation package and (on average) ~~approximately 17%~~18.7% of our other NEOs’ total compensation package (calculated in the manner described on page ~~35)~~41).

One-Time 2021 Long-Term Stockholder Value Creation Program Awards

As previously disclosed, on February 25, 2021 a special one-time performance-based RSU grant was awarded to each NEO and to all director level and

above employees of the Company (a total of 52 employees) to incentivize management’s pandemic recovery efforts and to encourage retention in the current competitive labor market. This was the first special one-time grant of this type since the company’s conversion to a REIT in 2013, and the company does not currently anticipate making such an award on a regular or semi-regular basis in the future. The components of this award were:

Awards will vest to the extent that, over the period from March 1, 2021 until March 1, 2024, the company’s stock price performance achieves designated targets (specifically, 50% of the award will be earned if the company’s common stock achieves a consecutive 20 day trading period volume-weighted average price (“VWAP”) of $100.98 at any time during the three year performance period (March 1, 2021 – March 1, 2024), and the remaining 50% of the award will be earned if the company’s common stock achieves a consecutive 20 day trading period VWAP of $109.05 at any time during the three year performance period (March 1, 2021 – March 1, 2024)).

To the extent earned, up to 100% of the awards will vest and be settled in company stock on March 15, 2024, with cash dividends on RSUs being paid only upon RSUs that ultimately vest upon the achievement of performance goals.

In designing the program, the committee was mindful of establishing target company stock prices that would be a challenging level of achievement and that, if achieved, would correlate with a meaningful amount of appreciation in the value of our common stock. Specifically, the committee noted that the two stock price levels established under the program ($100.98 and $109.05) represented (i) a 25% premium and a 35% premium, respectively, above the company’s closing common stock price on the day prior to the date of the award ($80.78), and (ii) a 10% premium and a 19% premium, respectively, above the company’s then all-time high closing common stock price of $91.49 per share. In addition, there is no minimum payout level associated with these performance-based RSU awards (i.e., all of this compensation is “at risk”).

As of December 31, 2022, no awards had been earned under this program.

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Vesting of ~~2015~~2020 TSR-Linked Performance-Based RSU Awards in March ~~2018 (2015-2017~~2023 (2020-2022 Performance Period)

In February ~~2015~~2020 we awarded TSR-linked performance-based RSUs to each NEO, which ultimately were to vest based on the company’s TSR performance over the 3-year award cycle ~~(2015-2017)~~(2020-2022), as compared to the TSR for the designated performance peer groups during the same performance period.

Specifically, the 2020 performance-based RSU awards were to vest as follows:


Company TSR Performance		% of Award Vesting
	Greater than or equal to 15 percentage points above the median TSR performance of the ~~2015~~2020 Performance Peer Groups		150%
	Equal to the median TSR performance of the ~~2015~~2020 Performance Peer Groups		100%
	15 percentage points below the median TSR performance of the ~~2015~~2020 Performance Peer Groups		50%
	Greater than 15 percentage points below the median TSR performance of the ~~2015~~2020 Performance Peer Groups		0%

Our TSR over the performance period, calculated pursuant to the terms of the performance-based RSU agreements, was approximately 5735.9 percentage points above the median TSR performance of the designated performance peer groups.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

As a result, the ~~2015~~2020 performance-based RSUs ultimately vested at the 150% level in March ~~2018~~2023 as follows:


		~~2015~~ 2020 Performance- Based RSU Awards Vesting in March ~~2018~~ 2023 (#)
	Colin Reed			~~25,589~~ 25,217
	Mark Fioravanti			~~9,116~~ 12,000
~~Bennett Westbrook~~	Jennifer Hutcheson		~~4,100~~	2,625
	Patrick Chaffin			~~2,687~~ 5,250
	Scott Lynn			~~2,591~~ 5,250

Benefits and Perquisites

Our benefit programs are based upon an assessment of competitive market factors and a determination of what is needed to attract and retain qualified executives. Our primary benefits for executives include participation in our broad-based plans at the same cost as other employees. These plans include a tax qualified 401(k) savings plan (with matching contributions up to four percent of a participant’s pay), health and dental plans and various disability and life insurance plans.

We also provide a limited amount of executive-level perquisites to our NEOs and other designated senior executives, including ~~the ability to participate in our unfunded, unsecured,~~executive-level life disability and life insurance plans, reimbursement of executive physical examination fees and a supplemental deferred compensation plan, or ~~SUDCOMP, with a company matching component. Details about our SUDCOMP may be found under~~~~Other Compensation Information—Nonqualified Deferred Compensation~~ ~~on page 54.~~

SUDCOMP.

Our directors, NEOs and other employees routinely use commercial air service for business travel, and we generally reimburse them only at the coach or business class rate.

~~Although we do not own a corporate airplane, we do~~

We maintain a limited aircraft program to provide our executives with timely and cost-effective travel alternatives in connection with our business activities. We do not operate any aircraft, own or lease a hangar or employ pilots. Instead, we have purchased a fractional interest in an aircraft. We pay a fixed monthly fee, plus a variable charge for hours actually flown. Our directors, NEOs and other employees use this aircraft for selected business trips when commercial air service is unavailable or otherwise impractical, based on the availability and cost of commercial air service, the travel time involved, the number of employees traveling and the need for

flexible travel arrangements. All travel under this program must be approved by our CEO.

~~Mr. Reed’s employment agreement provides that he is entitled to a limited amount of personal aircraft usage on an annual basis.~~

We also make the aircraft available to our Executive Chairman, CEO and our other executives for limited personal use, which is typically limited to permitting the executive’s spouse or other family member to accompany the executive on required business travel. We believe allowing limited personal use of our aircraft program serves to reduce our executives’ personal travel time and to increase the time they can conduct company business on our behalf.

~~For more information about this perquisite, and amounts reported as income~~ No such perquisites were provided to our NEOs in ~~2017 for each NEO, see the~~~~All Other Compensation~~ ~~table on page 49.~~

2022.

These executive-level perquisites described above, in total, represented approximately 2%0.3% of our CEO’s

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total compensation package and (on average) ~~approximately 2%~~1.6% of our other NEOs’ total compensation package (calculated in the manner described on page ~~35)~~41).

As part of our REIT restructuring transactions in 2012, in addition to their voluntary reductions in base pay, Mr. Reed, Mr. Fioravanti and Mr. Westbrook voluntarily agreed to amend their employment agreements to remove the car allowance and annual financial planning cash perquisites previously paid to them. The severance agreements for Mr. Chaffin and Mr. Lynn do not provide for any perquisites.

When we recruited Mr. Reed to join our company in 2001, we agreed to pay Mr. Reed a retirement benefit pursuant to a Custom Mid-Career Supplemental Employee Retirement Plan, or SERP.

This benefit, which is described inOther Compensation Information—Nonqualified Deferred Compensation below, was in the committee’s view essential to attracting Mr. Reed to employment with us and has also proved valuable in securing his extended employment. The company has fully satisfied its funding obligations under the SERP by previously paying, in total, $3.5 million to Mr. Reed’s SERP account (as described below), and the current balance in Mr. Reed’s SERP account in excess of such amount is attributable to investment gains and losses associated with the assets in the SERP account (currently shares of our common stock).

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

Other Compensation Information

Stock Ownership and Retention Guidelines

The committee has adopted stock ownership guidelines for our senior executives. These guidelines are designed to encourage our executives to have a meaningful equity ownership in our company, thereby linking their interests with those of our stockholders. These guidelines provide that within five years of becoming a senior executive, each executive must own (by way of shares owned directly or indirectly (including through our 401(k) plan) and shares represented by unvested time-based RSUs, but not including unexercised stock options or performance-based RSUs) common stock with a value of either five times (5x) base salary for Mr. ~~Reed,~~Fioravanti (our CEO), three times (3x) base salary for the other NEOs (including Mr. ~~Fioravanti and Mr. Westbrook,~~Reed, our Executive Chairman), and two times (2x) base salary for ~~the other NEOs and~~ other executives subject to these guidelines. The guidelines also provide that if an executive is not currently in compliance with this guideline (regardless of the compliance grace period), the executive must retain 50% of the net shares (after satisfying any tax obligations and any required payments upon exercise) received upon vesting of RSUs or the exercise of stock options.

As of January 31, ~~2018~~2023 (the annual compliance date) all of the NEOs were in compliance with the guidelines, as follows:

				Required Ownership as of January 31, 2023⁽¹⁾		Shares Owned
	Colin Reed	~~Required Ownership as~~ ~~of January 31, 2018~~⁽¹⁾		16,148	~~Shares~~ ~~Owned~~	1,446,164⁽²⁾
~~Colin Reed~~	Mark Fioravanti		~~60,418~~	45,753		~~1,255,851~~ 256,952⁽²⁾⁽³⁾
~~Mark Fioravanti~~	Jennifer Hutcheson		~~20,183~~	14,533		~~178,662~~ 21,045⁽³⁾
~~Bennett Westbrook~~	Patrick Chaffin		~~15,137~~	17,763		~~25,701~~ 36,649⁽³⁾
~~Patrick Chaffin~~	Scott Lynn		~~8,491~~	13,705		~~27,117~~ 27,851⁽³⁾
~~Scott Lynn~~			~~8,491~~			~~14,975~~⁽³⁾

⁽¹⁾

The number of shares required to be owned by an NEO is an amount equal to (i) the product obtained by multiplying the NEO’s base salary times the applicable multiple (5x for Mr. ~~Reed, 3x for Mr.~~ Fioravanti and ~~Mr. Westbrook, and 2x~~3x for the other ~~NEOs)~~NEOs (including Mr. Reed)) divided by (ii) the closing market price of our common stock on January 31, ~~2018~~2023 ($~~76.55)~~92.89).

⁽²⁾	Includes ~~573,303~~648,290 shares credited to Mr. Reed’s SERP and ~~55,800~~49,233 shares of common stock issuable upon the vesting of time-based RSUs.

⁽³⁾	Includes the following number of shares of common stock issuable upon the vesting of time-based RSUs: Mr. Fioravanti: ~~29,312; Mr. Westbrook: 10,957;~~33,312; Ms. Hutcheson: 7,360; Mr. Chaffin: ~~8,848;~~10,737; and Mr. Lynn: ~~8,756.~~7,518.

Post-Termination Benefits

The committee believes that severance and change of control benefits assist in attracting and retaining qualified executives. ~~The committee believes these benefits have proven particularly important in providing for continuity of management during the period following our REIT conversion and transition-related efforts.~~ The levels of payments and benefits upon termination were set to be at a market-competitive level based upon each executive’s experience and level in the organization.

Mr. Reed ~~Mr. Fioravanti~~ and Mr. ~~Westbrook~~Fioravanti have employment agreements that provide for cash severance payments and certain other benefits if termination occurs without ~~“cause”~~“Cause” or if the executive leaves for ~~“good reason”~~“Good Reason” (as defined in their employment agreement). These agreements also provide for cash compensation and certain other benefits in the event of termination following a ~~“change~~“Change of ~~control”~~Control” of the company (i.e., a “double trigger”). Ms. Hutcheson, Mr. Chaffin and Mr. Lynn have severance agreements that provide for cash compensation and certain other benefits only in the event of termination following a ~~“change~~“Change of ~~control”~~Control” of the company (i.e., a “double trigger”).

In addition, no tax gross-ups are provided in connection with any severance payments to our NEOs. Information regarding these payments, including a definition of key terms and the amount of benefits that would have been received by our NEOs had termination occurred on December 31, ~~2017,~~2022, is found underPotential Payments on Termination or Change of Control on page ~~56.~~73.

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Tax Deductibility Considerations

The committee’s policy is to consider the tax treatment of compensation paid to our executive ~~officers with appropriate rewards for their performance.~~officers. Section 162(m) of the Internal Revenue Code generally disallows public companies a tax deduction for their compensation in excess of $1.0 million paid to their chief executive officers, chief financial officers and certain ~~of their~~ other ~~executive officers. Prior to~~“covered employees”.

While the ~~enactment~~committee considers the tax treatment of the Tax Cuts and Jobs Act (“TCJA”), signed into law on December 22, 2017, this limitation did not apply to “qualified performance-based compensation” within the meaning of Section 162(m). Prior to the enactment of the TCJA, we generally endeavored to design and administer our executive

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

~~compensation programs in a manner that would preserve the deductibility of performance-based~~ compensation paid to our executive officers ~~but~~and the potential non-deductibility of compensation under Section 162(m), the committee also ~~believed~~believes that ~~stockholder~~the interests ~~would~~of our stockholders are best be served if we ~~retained~~retain discretion and flexibility in awarding compensation to our NEOs, even where the compensation paid under such programs may not be fully deductible (and the committee has approved and may continue to approve the payment of compensation that is outside of the deductibility limitations of Section 162(m)).

As the result of the TCJA, the full deductibility of “qualified performance-based compensation” will no longer apply to compensation paid after January 1, 2018 unless paid pursuant to a written binding contract, such as certain long-term equity incentive compensation awards that the committee granted prior to November 2, 2017. The committee will continue to retain the flexibility to design and maintain our executive compensation programs in a manner that is most beneficial to our stockholders, including the payment of compensation that may not be deductible under Section 162(m).

Because we qualify as a REIT for Federal income tax purposes, we expect to distribute at least 100% of our net taxable income each year and therefore will not pay Federal income tax on our REIT taxable income. As a result, based on the level of cash compensation paid to our executive officers, we do not expect that ~~the possible~~any loss of a Federal income tax deduction as a result of Section 162(m) would materially impact our income tax liability. The committee will continue to monitor the tax and other consequences of our executive compensation programs as part of its primary objective of ensuring that compensation paid to our executives is reasonable, performance-based and consistent with our goals.

Equity Grant Practices

Our omnibus incentive plan allows the committee to grant various types of equity awards to any eligible employee, including the NEOs. Annual equity awards to executives are approved by the committee and occur on the date of our first quarterly committee meeting of each year. Consistent with the terms of our omnibus incentive plan, the committee has also delegated to the CEO the authority to make limited equity grants to new members of our management team, which are then ratified by the committee.

These awards are granted pursuant to a formula based on a specified dollar amount, with the number of shares

for each RSU award determined by dividing the dollar amount by the ~~closing~~fair market ~~price~~value of our stock ~~on the date immediately prior to the grant date.~~determined in accordance with our omnibus incentive plan. Annual RSU awards for directors are approved by the committee and are granted on the date the director is elected to the Board. These awards are granted pursuant to a formula based on a specified dollar amount, with the number of shares for each RSU grant determined by dividing the dollar amount by the ~~closing~~fair market ~~price~~value of our stock on the date ~~immediately prior to the grant date.~~

determined in accordance with our omnibus incentive plan.

Role of the Human Resources Committee and Management

The committee awards compensation to our NEOs and other executives consistent with our philosophy that compensation paid to our executives be fair, reasonable and competitive. The committee establishes and monitors compliance with our compensation philosophy, and the committee also oversees the development and administration of our compensation programs. Our management is responsible for the administration of our compensation programs once approved by the committee.

The committee makes all compensation decisions with respect to our NEOs, which are ratified by our Board. Our CEO annually reviews the performance of, and provides compensation recommendations for, each NEO (other than the CEO). In the case of the CEO, the CEO provides the committee with a self-assessment of his performance. The committee then reviews these items and discusses and approves compensation for each NEO based on the considerations previously discussed.

For a complete description of the committee’s members and its responsibilities, as well as information regarding the authority of our CEO to make limited equity grants to new members of our management team, seeCommittees of the Boardon page ~~23.~~24. You may also view the committee’s charter on our website atwww.rymanhp.com (under “Corporate Governance” on the Investor Relations page).

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

Role of the Compensation Consultant

The committee has retained Aon ~~Hewitt~~ as its outside compensation consultant since 2013. During ~~2017,~~2022, Aon ~~Hewitt~~ regularly attended committee meetings and reported

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2023 NOTICE OF MEETING AND PROXY STATEMENT

directly to the committee on matters relating to compensation for our executives. During ~~2017~~2022 the committee requested that ~~Aon Hewitt:~~

Aon:

Analyze the compensation for our NEOs and other executives and assess how target and actual short-term incentive compensation aligned with our compensation philosophy and objectives.

Develop recommendations for the committee on the size and structure of long-term incentive compensation awards.

Assist the committee in the review of this proxy statement and this Compensation Discussion and Analysis.

Provide the committee with ongoing advice and counsel on market compensation practices, trends and legal and regulatory changes and their impact on our compensation programs.

Advise the committee on the impact of the COVID-19 pandemic recovery on the company’s compensation programs.

Advise the committee with respect to the executive transition, which as described below occurred effective January 1, 2023.

Advisory Vote on Executive Compensation

At our annual meeting in May ~~2017,~~2022, we held a stockholder advisory vote on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote. In our say-on-pay vote, approximately ~~96.4%~~92% of the stockholder votes, excluding broker non-votes, were cast in favor of the say-on-pay resolution. As the committee reviewed our compensation practices, it was mindful of the level of support our stockholders had previously expressed for our compensation programs, including our “pay for performance” philosophy and emphasis on variable compensation.

The committee intends to continue to consider the outcome of future advisory say-on-pay votes when making executive compensation decisions.

~~2018~~2023 CEO Transition

On October 11, 2022 the company announced that Mr. Reed would assume the position of Executive Chairman of the Board of Directors effective January 1, 2023, and that Mr. Fioravanti would assume the

position of President and Chief Executive Officer of the Company effective January 1, 2023. This was the result of a long-term transition process overseen by our Board of Directors.

In connection with each of Mr. Reed’s and Mr. Fioravanti’s respective change in duties, each of Mr. Reed and Mr. Fioravanti entered into an amendment to his employment agreement, dated as of October 11, 2022 and effective January 1, 2023 (each, an “Amendment”). Mr. Reed’s Amendment reflected Mr. Reed’s new responsibilities as Executive Chairman and lower 2023 annual base salary of $500,000 (a decrease of $600,000). Mr. Fioravanti’s Amendment reflected Mr. Fioravanti’s increased responsibilities and increased 2023 annual base salary of $850,000 (an increase of $100,000). The salary changes and the anticipated changes to 2023 short-term incentive compensation amounts and anticipated long term incentive plan equity grants resulting from the changes to salaries, represent an annual savings of approximately $2,000,000, excluding Mr. Fioravanti’s one-time promotional grant of time-based RSUs described below.

Further, certain provisions regarding severance compensation payable upon termination without cause or resignation for good reason following a change of control were modified in the Amendments as set forth below:

If Mr. Reed or Mr. Fioravanti is terminated without cause (or he resigns for good reason) during the one-year period immediately following a Change of Control (as defined in his employment agreement), he will be entitled to receive a cash severance payment equal to:

Three times his base salary for the year in which the termination occurs, plus

Three times the greater of (x) his annual short-term cash incentive compensation for the year preceding the date of termination or (y) the average of the prior three years’ short-term cash incentive compensation

This revised severance calculation represents a reduction from the calculation amount contained in both Mr. Reed’s and Mr. Fioravanti’s employment agreements prior to the Amendments, which previously was based on the highest of the executive’s prior three years’ short-term cash incentive compensation.

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In addition, for Mr. Fioravanti, the provisions regarding severance compensation payable upon termination without cause or resignation for good reason (absent a change in control) were modified in his Amendment as set forth below (changing a one-time multiple to two times in the severance formula and extending the relevant equity vesting period from one year to two years):
If Mr. Fioravanti is terminated without cause (or he resigns for good reason) absent a Change of Control, he will be entitled to receive a cash severance payment equal to:
Two times his base salary for the year in which the termination occurs, plus
Two times his annual short-term cash incentive compensation for the year preceding the date of termination.
In such event, Mr. Fioravanti will also be entitled to receive the accelerated vesting of restricted stock, RSUs and stock option awards that would have vested within two years of the date of termination.
The Company also made a one-time promotional grant to Mr. Fioravanti of 12,500 time-based RSUs under the Company’s 2016 Omnibus Incentive Plan, as amended, vesting 50% on the third anniversary of the grant date and 50% on the fourth anniversary.

2023 NEO Compensation

At its February ~~21, 2018~~22, 2023 meeting, the committee reviewed and approved the compensation to be paid to the NEOs for ~~2018,~~2023, in light of our compensation ~~philosophy~~philosophy. In setting compensation levels, the committee also considered the recent elevation of Mr. Fioravanti to CEO and Mr. Reed’s new role as Executive Chairman, and the accompanying adjustments to their compensation, each of which became effective as of January 1, 2023.

Base Salary

Following a review of current compensation levels at the company and at peer companies, the current economic and business environment facing the company, and the senior executive changes described ~~above.~~

~~Base Salary~~

~~The~~above, the committee determined that the following adjustments would be made to base ~~salaries~~salary for ~~2018 should be increased as follows:~~

2018 Base
Salary
($)
   % Increase
from 2017
Base Salary
  Colin Reed
   925,000    -
  Mark Fioravanti
   530,450    3.0 %
  Bennett Westbrook
   397,838    3.0 %
  Patrick Chaffin
   334,750    3.0 %
  Scott Lynn
   344,500    6.0 %

2023:

	2023 Base Salary ($)	% Increase From 2022 Base Salary
Colin Reed	500,000	—⁽¹⁾
Mark Fioravanti	850,000	—⁽²⁾
Jennifer Hutcheson	481,500	7.0%
Patrick Chaffin	575,000	4.6%
Scott Lynn	458,309	8.0%

(1)

Mr. Reed’s 2022 base salary as CEO was set by the committee in March 2022 at $1,100,000, as described above. In connection with the executive transition described above, effective as of January 1, 2023 Mr. Reed’s base salary as Executive Chairman was set at $500,000. The committee did not adjust Mr. Reed’s base salary at its February 22, 2023 meeting.

(2)

Mr. Fioravanti’s 2022 base salary as President was set by the committee in March 2022 at $750,000, as described above. In connection with the executive transition described above, effective as of January 1, 2023 Mr. Fioravanti’s base salary as CEO was set at $850,000. The committee did not adjust Mr. Fioravanti’s base salary at its February 22, 2023 meeting.

Short-Term Cash Incentive Compensation

The committee also established criteria for short-term cash incentive compensation pursuant to our omnibus incentive plan.

The committee determined that each NEO will have the opportunity to earn ~~the following~~a percentage of his or her base salary based in part on the achievement of ~~the AFFO~~designated financial goals ~~(and, in the case of Mr. Reed, designated strategic objectives)~~ established by the committee, and in part on the achievement of designated strategic and operational objectives established by the committee designed to enable the company to continue its recovery from the effects of the COVID-19 pandemic.

The committee established that the potential award opportunities (as a percentage of base salary) applicable to each NEO would remain unchanged from 2022, at each of the ~~following~~ threshold, target and stretch ~~levels:~~

Threshold
Level

Target
Level
   Stretch
Level
  Colin Reed
      75%    150%        300%
  Mark Fioravanti
   62.5%    125%        250%
  Bennett Westbrook
      50%    100%        200%
  Patrick Chaffin
      50%    100%        200%
  Scott Lynn
      50%    100%        200%

~~These percentages were unchanged from 2017.~~ levels.

In choosing the ~~AFFO “target”~~ performance ~~goal~~goals for ~~2018,~~2023 at its February 22, 2023 meeting, the committee considered the general economic climate then expected in ~~2018,~~2023, the expected conditions in the hospitality ~~industry~~and entertainment industries and our expected financial ~~performance, including our guidance for 2018, as reflected in our earnings release issued in the first quarter of 2018.~~performance. In setting these goals, the committee attempted to set performance goals to ensure that the relative level of difficulty of achieving these levels was consistent with prior ~~years.~~

years, taking into account the ongoing effects of the pandemic.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

In establishing these targets for ~~2018,~~2023, the committee ~~has~~ made a determination that it will have the discretion to adjust ~~AFFO~~the financial metrics for the year to exclude losses or expense, or income or gain, related to certain unusual, or infrequently occurring or other specified events as set forth in our omnibus incentive plan.

In addition, under the terms of our omnibus incentive plan, the committee may exercise negative discretion in determining the final amounts of the short-term cash incentive awards payable at any given level of performance to ensure that such awards accurately reflect our actual performance. The committee also has retained the discretion to lower the amount of, or not award, annual cash incentive compensation otherwise payable to an executive under the plan for ~~2018~~2023 if the executive does not attain a minimum-level annual performance rating under the company’s employee evaluation program, which is a prerequisite to receiving cash incentive compensation under the plan.

Long-Term Equity Incentive Compensation

The committee also made the following long-term equity incentive compensation ~~awards to the NEOs:~~

Performance-
Based RSU
Awards⁽¹⁾
(#)

Time-
Based RSU
Awards⁽²⁾
(#)

  Colin Reed
   16,823    17,929
  Mark Fioravanti
   5,360    5,712
  Bennett Westbrook
   2,680    2,856
  Patrick Chaffin
   2,255    2,403
  Scott Lynn
   2,320    2,473

awards:

	Time-Based RSU Awards⁽¹⁾ (#)	Performance- Based RSU Awards⁽²⁾ (#)
Colin Reed	10,260	10,939
Mark Fioravanti	16,180	17,336
Jennifer Hutcheson	4,072	4,400
Patrick Chaffin	3,244	3,503
Scott Lynn	2,584	2,792

⁽¹⁾	The time-based RSUs vest ratably over four years, beginning March 15, 2024.

(2)

Up to 150% of the performance-based RSUs listed above will vest on March 15, ~~2021~~2026 based on our TSR performance over the three-year award cycle (January 1, ~~2018~~2023 – December 31, ~~2020)~~2025) relative to the median of the TSR performance of ~~the~~a designated ~~performance~~ peer ~~groups for such awards.~~

⁽²⁾	~~The time-based RSUs vest ratably over four years, beginning March 15, 2019.~~group.

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Human Resources Committee Report

The following report of the Human Resources Committee does not constitute soliciting material and should not be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the ~~Securities~~ Exchange Act, ~~of 1934,~~ except to the extent we specifically incorporate this report herein.

The Human Resources Committee (which functions as our compensation committee), comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with the company’s management. Based on its review and these discussions, the Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in these proxy materials.

Human Resources Committee:

~~Michael Bender,~~

Patrick Moore, Chairman

~~Ellen Levine~~

Rachna Bhasin

Robert Prather

Michael Roth

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Executive Compensation

The Summary Compensation Table below shows compensation information about our principal executive officer, our principal financial officer and the three other most highly compensated executive officers as of December 31, 2017 other than our principal executive officer and principal financial officer. about:

•	Colin Reed, who served as our Chairman & Chief Executive Officer (our principal executive officer) for all of 2022, and who began serving as our Executive Chairman of the Board as of January 1, 2023;

•

Mark Fioravanti, who served as our President & Chief Financial Officer (our principal financial officer) from January 2022 until March 2022, who served as our President (with increased management responsibilities, including direct oversight of our Entertainment business segment) during the remainder of 2022, and who began serving as our President & Chief Executive Officer (our principal executive officer) as of January 1, 2023;

•	Jennifer Hutcheson, who served as our Executive Vice President, Corporate Controller & Chief Accounting Officer from January 2022 until March 2022, and who began serving as our Executive Vice President & Chief Financial Officer (our principal financial officer) in March 2022;

•	Patrick Chaffin, who served as our Executive Vice President & Chief Operating Officer – Hotels for all of 2022, and who continues to serve in this position; and

•	Scott Lynn, who served as our Executive Vice President & General Counsel for all of 2022, and who continues to serve in this position.

As required by SEC rules, the compensation amounts listed below include non-cash items such as the grant date fair value of equity awards (some of which are performance-based and may or may not ultimately be earned).

~~2017~~2022 Summary Compensation Table

Name and Principal Position (a)	Year (b)	Salary⁽¹⁾ ($) (c)	Bonus⁽²⁾ ($) (d)	Stock Awards⁽³⁾ ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compen- sation⁽⁴⁾ ($) (g)	Change in Pension Value and Nonqual- ified Deferred Compen- sation Earnings ($) (h)	All Other Compen- sation⁽⁵⁾ ($) (i)	Total ($) (j)
Colin Reed Chief Executive Officer	2022	1,142,473	372,900	3,301,354	—	2,927,100	—	17,369	7,761,196
	2021	1,079,011	275,000	6,750,915	—	3,025,000	—	46,680	11,176,606
	2020	1,079,012	—	3,312,847	—	—	—	51,411	4,443,270
Mark Fioravanti President	2022	753,119	241,373	2,463,488	—	1,894,669	—	48,651	5,401,300
	2021	604,088	127,137	2,480,327	—	1,398,523	—	47,829	4,657,904
	2020	572,949	200,000	1,501,520	—	—	—	34,606	2,309,075
Jennifer Hutcheson EVP & Chief Financial Officer	2022	447,864	116,171	675,303	—	911,891	—	21,336	2,172,565
	2021	342,487	43,227	695,166	—	475,405	—	16,433	1,572,718
	2020	332,748	75,000	328,458	—	—	—	20,140	756,346
Patrick Chaffin EVP & Chief Operating Officer - Hotels	2022	559,402	122,081	550,216	—	958,279	—	42,202	2,232,180
	2021	478,370	80,520	1,195,028	—	885,561	—	31,925	2,671,404
	2020	448,931	100,000	656,915	—	—	—	28,716	1,234,562
Scott Lynn EVP & General Counsel	2022	437,519	177,293	424,568	—	747,707	—	16,475	1,803,562
	2021	402,880	67,806	1,026,375	—	745,734	—	17,362	2,260,157
	2020	380,409	100,000	656,915	—	—	—	15,778	1,153,102

Name and Principal
Position
(a)

Year
(b)

Salary⁽¹⁾
($)
(c)

Bonus⁽²⁾
($)
(d)

Stock
Awards⁽³⁾
($)
(e)

Option
Awards
($)
(f)

Non-Equity
Incentive
Plan
Compen-
sation⁽⁴⁾
($)
(g)

Change in
Pension
Value and
Nonqual-
ified
Deferred
Compen-
sation
Earnings
($)
(h)

All Other
Compen-
sation⁽⁵⁾
($)
(i)

Total
($)
(j)

  Colin Reed
  Chairman & Chief
Executive Officer
2017 907,830 250,000 2,565,253 - 1,998,831 - 103,104 5,825,018
2016 838,599 241,393 2,124,995 - 1,258,607 - 70,498 4,534,092
2015 782,830 156,544 2,110,036 - 1,343,456 - 66,555 4,459,421
  Mark Fioravanti
  President & Chief
    Financial Officer
2017 511,676 - 792,722 - 937,480 - 39,857 2,281,735
2016 494,368 - 750,025 - 618,169 - 38,773 1,901,335
2015 469,407 63,817 1,265,263 - 536,183 - 36,155 2,370,825
  Bennett Westbrook
  EVP & Chief Development Officer
2017 383,792 - 396,293 - 562,488 - 31,318 1,373,891
2016 351,776 - 433,905 - 352,363 - 31,124 1,169,168
2015 318,447 27,013 338,047 - 272,987 - 27,664 984,158
  Patrick Chaffin
  SVP, Asset Management
2017 319,368 - 333,475 - 468,426 - 19,624 1,140,893
2016 295,522 - 299,992 - 295,628 - 18,644 909,786
2015 274,975 39,188 367,066 - 235,812 - 17,197 934,238
  Scott Lynn
  SVP & General Counsel
2017 319,368 - 333,475 - 468,426 - 21,401 1,142,670
2016 293,215 - 299,992 - 293,443 - 19,545 906,195
2015 264,876 47,820 353,919 - 227,180 - 20,369 914,164

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2023 NOTICE OF MEETING AND PROXY STATEMENT

(1)

Amounts shown are not reduced to reflect the NEO’s contributions to our 401(k) plan or elections to defer receipt of salary under our SUDCOMP plan. Amounts shown ~~are~~include the amounts actually paid to the NEO during the year and reflect, to the extent applicable, any changes in the base salary during the year. Due to timing of payroll cycles, amounts paid to each NEO as base salary may differ from the annual base pay amount set forth above.

⁽²⁾	Represents a discretionary cash bonus award paid to the NEO in recognition of their contributions to the company’s operating and financial performance for the applicable fiscal year as described in theCompensation Discussion and Analysis above. Cash incentive

compensation paid to each NEO pursuant to our short-term cash incentive compensation plan is reflected in the column above entitledNon-Equity Incentive Plan Compensation.

⁽³⁾

Represents a non-cash amount equal to the grant date fair value of the annual time-based RSU awards and TSR-linked performance-based RSU awards granted to ~~the NEO, determined in accordance with FASB ASC Topic 718, disregarding for this purpose estimated forfeitures.~~each NEO. See Note 7 to our consolidated financial statements for the three years ended December 31, ~~2017,~~2022, included in our

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2022, filed with the SEC on February ~~27, 2018,~~24, 2023, for the assumptions made in determining grant date fair value. The maximum dollar value of the TSR-linked performance-based RSU awards granted in ~~2017~~2022 (based on the grant-date fair value and assuming vesting at the stretch (150% performance level) are as

follows: Mr. Reed: ~~$1,972,898;~~$2,492,810; Mr. Fioravanti: ~~$609,668; Mr. Westbrook: $304,782;~~$1,133,115; Ms. Hutcheson: $509,858; Mr. Chaffin: ~~$256,431;~~$415,431; and Mr. Lynn: ~~$256,431.~~$320,559.

⁽⁴⁾	Represents amounts paid under our short-term cash incentive compensation ~~plan.~~plan for achievement of designated financial targets and designated strategic objectives, as described in the Compensation Discussion and Analysis above.

⁽⁵⁾	The table below lists the components of theAll Other Compensation amount for each NEO listed above:

Name
Company
Match to
401(k)
Plan
($)^(a)

Company
Match to
SUDCOMP
Plan
($)^(b)

Group
Term
Life
($)^(c)

Executive
LTD
($)^(d)

Other
($)^(e)

Total
($)

  Colin Reed
   10,800    30,172    25,655    3,629    32,848    103,104
  Mark Fioravanti
   10,800    16,691    7,920    3,918    528    39,857
  Bennett Westbrook
   10,800    12,491    4,360    3,139    528    31,318
  Patrick Chaffin
   -      12,781    3,129    2,658    1,056    19,624
  Scott Lynn
   2,700    12,192    3,248    2,733    528    21,401

Name	Company Match to 401(k) Plan ($)^(a)	Company Match to SUDCOMP Plan ($)^(b)	Group Term Life ($)^(c)	Executive LTD ($)^(d)	Other ($)^(e)	Total ($)
Colin Reed	12,200	—	1,540	3,629	—	17,369
Mark Fioravanti	12,200	29,455	3,078	3,918	—	48,651
Jennifer Hutcheson	12,200	—	3,078	2,808	3,250	21,336
Patrick Chaffin	12,200	21,014	3,078	2,660	3,250	42,202
Scott Lynn	12,200	—	1,542	2,733	—	16,475

^(a)	We make matching contributions to the 401(k) plan accounts of the NEOs as described inCompensation Discussion and Analysis above.

^(b)	We make matching contributions to the SUDCOMP accounts of the NEOs as described inNonqualified Deferred Compensation below. Does not include company matching amounts for SUDCOMP deferrals with respect to ~~2016~~2021 short-term cash incentive plan payments made in ~~2017.~~2022.

^(c)	Represents the cost associated with the executive group term life insurance not made available generally to other employees.

^(d)	Represents the cost associated with the executive long term disability insurance not made available generally to other employees.

(e)	Represents income associated with an executive physical examination.

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^(e)

Represents, for Mr. Reed, $30,636 in personal usage of aircraft and $2,212 in physical examination fees. Represents, for Mr. Fioravanti, Mr. Westbrook, Mr. Chaffin and Mr. Lynn, personal usage of aircraft. For purposes of reporting the value of personal usage of aircraft in this table, we use the incremental cost of such personal usage, calculated by estimating the direct variable operating cost of the aircraft on a per mile basis. These costs include the cost of fuel, maintenance, landing and parking fees, crew travel expenses and supplies. For trips by NEOs that involved mixed personal and business usage, we include the incremental cost of such personal usage (i.e., the excess of the cost of the actual trip over the cost of a hypothetical trip without the personal usage). For income tax purposes, the amounts included in NEO income are calculated based on the standard industry fare level valuation method. No tax gross-ups are provided for this imputed income.


~~2018~~2023 NOTICE OF MEETING AND PROXY STATEMENT

~~2017~~2022 Grants of Plan-Based Awards

The table below shows information about (1) the threshold, target and stretch (i.e., maximum) level of annual cash incentive awards for our NEOs for performance during ~~2017,~~2022, and (2) RSU awards granted to our NEOs during ~~2017~~2022 under our long-term equity incentive compensation plan.

~~2017~~2022 Grants of Plan-Based Awards Table

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards⁽¹⁾ Estimated Future Payouts
Under Equity
Incentive Plan Awards⁽²⁾
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units⁽³⁾
(#)(i)

Grant Date
Fair Value
of Stock
Awards⁽⁴⁾
($)(j)

Name
(a)

Grant
Date
(b)

  Threshold
($)(c)

Target
($)(d)

Maximum
($)(e)

  Threshold
(#)(f)

Target
(#)(g)

Maximum
(#)(h)

  Colin Reed
681,729 1,363,459 2,726,918 - - - - -
2/22/17 - - - 9,406 18,811 28,217 - 1,315,265
2/22/17 - - - - - - 18,882 1,249,988
  Mark Fioravanti
319,872 639,743 1,279,486 - -
2/22/17 - - - 2,907 5,813 8,720 - 406,445
2/22/17 - - - - - - 5,835 386,277
  Bennett Westbrook
191,923 383,846 767,692 - - - - -
2/22/17 - - - 1,453 2,906 4,359 - 203,188
2/22/17 - - - - - - 2,917 193,105
  Patrick Chaffin
159,829 319,658 639,315 - - - - -
2/22/17 - - - 1,223 2,445 3,668 - 170,954
2/22/17 - - - - - - 2,455 162,521
  Scott Lynn
159,829 319,658 639,315 - - - - -
2/22/17 - - - 1,223 2,445 3,668 - 170,954
2/22/17 - - - - - - 2,455 162,521

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)(i)	Grant Date Fair Value of Stock Awards⁽⁴⁾ ($)(j)
Name (a)	Grant Date (b)	Threshold ($)(c)	Target ($)(d)	Maximum ($)(e)	Threshold (#)(f)	Target (#)(g)	Maximum (#)(h)		Grant Date Fair Value of Stock Awards⁽⁴⁾ ($)(j)
Colin Reed		825,000	1,650,000	3,300,000	—	—	—	—	—
Perf.-Based RSUs⁽²⁾	2/24/22	—	—	—	11,167	22,334	33,501	—	1,661,873
Time-Based RSUs⁽³⁾	2/24/22	—	—	—	—	—	—	18,707	1,639,481
Mark Fioravanti		534,011	1,068,021	2,136,042	—				—
Perf.-Based RSUs⁽²⁾	2/24/22	—	—	—	5,076	10,152	15,228	—	755,410
Time-Based RSUs⁽³⁾	2/24/22	—	—	—	—	—	—	8,503	745,203
Time-Based RSUs⁽³⁾	10/11/22	—	—	—	—	—	—	12,500	962,875
Jennifer Hutcheson		257,016	514,031	1,028,062	—	—	—	—	—
Perf.-Based RSUs⁽²⁾	2/24/22	—	—	—	2,284	4,568	6,852	—	339,905
Time-Based RSUs⁽³⁾	2/24/22	—	—	—	—	—	—	3,827	335,398
Patrick Chaffin		270,090	540,180	1,080,360	—	—	—	—
Perf.-Based RSUs⁽²⁾	2/24/22	—	—	—	1,861	3,722	5,583	—	276,954
Time-Based RSUs⁽³⁾	2/24/22	—	—	—	—	—	—	3,118	273,262
Scott Lynn		210,741	421,481	842,962	—	—	—	—	—
Perf.-Based RSUs⁽²⁾	2/24/22	—	—	—	1,436	2,872	4,308	—	213,706
Time-Based RSUs⁽³⁾	2/24/22	—	—	—	—	—	—	2,406	210,862

⁽¹⁾

Represents threshold, target and stretch performance goal achievement payout levels established under our annual short-term cash incentive plan for ~~2017~~2022 performance. See ~~the Non-Equity~~Compensation Discussion and Analysis—2022 Compensation Decisions—2022 Short-Term Cash Incentive ~~Plan~~ Compensation ~~column~~ for a discussion of ~~the~~~~2017 Summary Compensation Table~~ ~~above for the amount actually paid to each NEO for 2017 performance.~~our annual short-term cash incentive plan.

⁽²⁾

Consists of performance-based RSUs awarded under our long-term equity incentive compensation ~~plan.~~plan as part of our annual long-term equity incentive compensation program. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period beginning January 1, ~~2017~~2022 and ending December 31, ~~2019.~~2024. SeeCompensation Discussion and Analysis—~~2017~~2022 CompensationDecisions—2022 Long-Term Equity Incentive Compensation for a discussion of ~~the terms of~~ these RSUs.

⁽³⁾

Consists of time-based RSUs awarded under our long-term equity incentive compensation plan. Each RSU award is equivalent to one share of common stock on the date of ~~grant. The RSUs reflected in~~grant, and, except with respect to the ~~chart above vest 25%~~award granted to Mr. Fioravanti on ~~each of~~October 11, 2022 (which vests 50% on the ~~first through~~third and fourth anniversaries of the grant ~~date.~~date), all time-based RSU awards vest ratably over four years.

⁽⁴⁾

Grant date fair value of the RSU awards to the NEOs is determined in accordance with FASB ASC Topic 718, disregarding for this purpose estimated forfeitures. See Note 7 to our consolidated financial statements for the three years ended December 31, ~~2017,~~2022, included in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2022, filed with the SEC on February ~~27, 2018,~~24, 2023, for the assumptions made in determining grant date fair value.

TABLE OF CONTENTS


~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Outstanding Equity Awards at ~~2017~~2022 Fiscal Year End

The table below shows information about the outstanding equity awards held by our NEOs as of December 31, ~~2017.~~

2022.

Outstanding Equity Awards at ~~2017~~2022 Fiscal Year End Table

Option Awards Stock Awards
Name
(a)

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(b)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(c)

Option
Exercise
Price
($)(d)

Option
Expiration
Date
(e)

Number of
Shares or
Units of
Stock That
Have Not
Vested⁽¹⁾
(#)(f)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested⁽²⁾
($)(g)

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested⁽³⁾
(#)(h)

Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested⁽²⁾
($)(i)
  Colin Reed
-             -             -         -         55,163 3,807,350 - -
-             -             -         -         - - 68,250 4,710,615
  Mark Fioravanti
-             -             -         -         28,979 2,000,131 - -
-             -             -         -         - - 23,347 1,611,410
  Bennett Westbrook
-             -             -         -         10,832 747,625 - -
-             -             -         -         - - 10,771 743,414
  Patrick Chaffin
-             -             -         -         8,748 603,787 - -
-             -             -         -         - - 8,499 586,601
  Scott Lynn
-             -             -         -         8,657 597,506 - -
-             -             -         -         - - 8,403 579,975

	Option Awards				Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options Exercisable (#)(b)	Number of Securities Underlying Unexercised Options Unexercisable (#)(c)	Option Exercise Price ($)(d)	Option Expiration Date (e)	Number of Shares or Units of Stock That Have Not Vested⁽¹⁾ (#)(f)	Market Value of Shares or Units of Stock That Have Not Vested⁽²⁾ ($)(g)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested⁽³⁾ (#)(h)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽²⁾ ($)(i)
Colin Reed	—	—	—	—	49,084	4,014,090	—	—
	—	—	—	—	—	—	117,768	9,631,067
Mark Fioravanti	—	—	—	—	33,212	2,716,077	—	—
	—	—	—	—	—	—	47,034	3,846,441
Jennifer Hutcheson	—	—	—	—	7,340	600,265	—	—
	—	—	—	—	—	—	14,193	1,160,704
Patrick Chaffin	—	—	—	—	10,706	875,537	—	—
	—	—	—	—	—	—	21,354	1,746,330
Scott Lynn	—	—	—	—	7,496	613,023	—	—
	—	—	—	—	—	—	18,681	1,527,732

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

⁽¹⁾	The following table provides information as of December 31, ~~2017~~2022 with respect to the vesting of each NEO’s outstanding time-based RSUs (including additional RSUs accrued with respect to dividends paid):

Grant Date	Vesting Date	Colin Reed	Mark Fioravanti	Jennifer Hutcheson	Patrick Chaffin	Scott Lynn
2/21/2019	3/15/2023	4,023	1,329	733	661	661
2/20/2020	3/15/2023	4,773	2,054	451	899	899
2/25/2021	3/15/2023	5,596	2,253	626	1,001	876
2/24/2022	3/15/2023	4,683	2,129	958	781	603
5/20/2019	5/20/2023	—	—	—	2,121	—
2/20/2020	3/15/2024	4,768	2,056	447	899	899
2/25/2021	3/15/2024	5,597	2,253	625	1,002	876
2/24/2022	3/15/2024	4,684	2,129	959	780	602

TABLE OF CONTENTS

Grant
Date
   Vesting
Date
Colin
Reed
   Mark
Fioravanti    Bennett
Westbrook    Patrick
Chaffin
Scott
Lynn

2/26/2014
   2/26/2018    7,137    3,002    1,139    1,126    1,126
2/24/2015
   3/15/2018    5,174    1,840    827    1,264    1,219
3/1/2015
   3/15/2018    -    4,931    -    -    -
2/24/2016
   3/15/2018    6,026    2,127    951    849    849
2/22/2017
   3/15/2018    4,900    1,514    757    637    637
6/27/2016
   6/27/2018    -    -    1,081    -    -
2/24/2015
   3/15/2019    5,174    1,839    826    1,264    1,218
3/1/2015
   3/15/2019    -    4,931    -    -    -
2/24/2016
   3/15/2019    6,026    2,127    950    849    849
2/22/2017
   3/15/2019    4,900    1,514    757    637    637
6/27/2016
   6/27/2019    -    -    1,081    -    -
2/24/2016
   3/15/2020    6,026    2,126    950    849    849
2/22/2017
   3/15/2020    4,900    1,514    757    637    637
2/22/2017
   3/15/2021    4,900    1,514    756    636    636

2023 NOTICE OF MEETING AND PROXY STATEMENT

Grant Date	Vesting Date	Colin Reed	Mark Fioravanti	Jennifer Hutcheson	Patrick Chaffin	Scott Lynn
2/25/2021	3/15/2025	5,595	2,253	626	1,001	876
2/24/2022	3/15/2025	4,683	2,128	958	781	602
10/11/2022	10/11/2025	—	6,250	—	—	—
2/24/2022	3/15/2026	4,682	2,128	957	780	602
10/11/2022	10/11/2026	—	6,250	—	—	—

(2)	Market value was determined based on the December ~~29, 2017~~30, 2022 NYSE closing price of our common stock ($~~69.02), which was the last trading day of the year.~~81.78).

⁽³⁾	The following table provides information with respect to the vesting of the performance-based RSUs granted to each NEO:

Grant
Date

Vesting
Date

Colin
Reed
   Mark
Fioravanti    Bennett
Westbrook    Patrick
Chaffin
Scott
Lynn

   2/24/2015^(a)
   3/15/2018    25,589    9,116    4,100    2,687    2,591
   2/24/2016^(b)
   3/15/2019    23,850    8,418    3,765    3,367    3,367
   2/22/2017^(b)
   3/15/2020    18,811    5,813    2,906    2,445    2,445

Grant Date	Vesting Date	Colin Reed	Mark Fioravanti	Jennifer Hutcheson	Patrick Chaffin	Scott Lynn
2/20/2020^(a)	3/15/2023	25,217	12,000	2,625	5,250	5,250
2/25/2021^(b)	3/15/2024	23,158	9,000	2,500	4,000	3,500
2/25/2021^(c)	3/15/2024	47,059	15,882	4,500	8,382	7,059
2/24/2022^(d)	3/15/2025	22,334	10,152	4,568	3,722	2,872

^(a)

The number of shares listed above with respect to the February ~~24, 2015~~20, 2020 TSR-linked performance-based RSU grant assume vesting at the stretch (150%) performance level. The RSUs ultimately vested at this payout level based on our achievement of TSR over the applicable performance period, as determined by the Human Resources Committee. SeeCompensation Discussion and Analysis—~~2017~~2022 Compensation Decisions—~~Long-Term Equity Incentive Compensation~~Vesting of 2020 TSR-Linked Performance-Based RSU Awards in March 2023 (2020-2022 Performance Period) for a discussion of ~~the terms of~~ these RSUs.

^(b)	The number of RSUs listed above with respect to the February ~~24, 2016~~25, 2021 TSR-linked performance-based RSU grant assume vesting at the target (100%) performance level, ~~and the number of RSUs listed above with respect to the February 22, 2017 grant~~

~~assume vesting at the target (100%) performance level, in each case~~ taking into account performance to date with respect to the performance metrics under the award ~~agreement.~~agreement and the remaining length of time during the vesting period. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period (afrom January 1, 2021 to December 31, 2023. See Compensation Discussion and Analysis—2022 Compensation Decisions—2022 Long-Term Equity Incentive Compensation for a discussion of these RSUs.

(c)

The number of RSUs listed above with respect to the February 25, 2021 company stock price-linked performance-based RSU grant assume achievement of all stock price targets under the awards. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned if designated stock price targets are achieved over a three-year performance period from March 1, 2021 to March 1, 2024. As of December 31, 2022 no awards had been earned under this program, as the applicable stock price targets had not been achieved. See Compensation Discussion and Analysis—2022 Compensation Decisions—One-Time 2021 Long-Term Stockholder Value Creation Program Awards for a discussion of these RSUs.

(d)

The number of RSUs listed above with respect to the February 24, 2022 TSR-linked performance-based RSU grant assume vesting at the target (100%) performance level, taking into account performance to date with respect to the performance metrics under the award agreement and the remaining length of time during the vesting period. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period from January 1, ~~2016~~2022 to December 31, ~~2018 for the February 24, 2016 awards; and a period from January 1, 2017 to December 31, 2019 for the February 22, 2017 awards).~~2024. SeeCompensation Discussion and Analysis—~~2017~~2022 Compensation Decisions—2022 Long-Term Equity Incentive Compensation for a discussion of ~~the terms of~~ these RSUs.

TABLE OF CONTENTS


~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

~~2017~~2022 Option Exercises and Stock Vested

The table below shows information about the exercise of stock options by the NEOs and the vesting of the NEOs’ RSU awards in ~~2017.~~

2022.

~~2017~~2022 Option Exercises and Stock Vested Table

   Option Awards    Stock Awards
Name
(a)


Number of
Shares
Acquired
Upon
Exercise
(#)(b)

Value Realized
Upon
Exercise⁽¹⁾
($)(c)

Number
of Shares
Acquired
on
Vesting
(#)(d)

Value
Realized
on
Vesting⁽²⁾
($)(e)

  Colin Reed
   -      -      60,461    3,951,980
  Mark Fioravanti
   -      -      24,217    1,586,011
  Bennett Westbrook
   -      -      9,467    619,251
  Patrick Chaffin
   -      -      9,233    603,753
  Scott Lynn
   -      -      9,186    600,817

	Option Awards		Stock Awards
Name (a)	Number of Shares Acquired Upon Exercise (#)(b)	Value Realized Upon Exercise ($)(c)	Number of Shares Acquired on Vesting (#)(d)	Value Realized on Vesting⁽¹⁾ ($)(e)
Colin Reed	—	—	41,880	3,721,876
Mark Fioravanti	—	—	14,735	1,309,499
Jennifer Hutcheson	—	—	2,646	235,150
Patrick Chaffin	—	—	9,101	804,778
Scott Lynn	—	—	6,875	610,981

⁽¹⁾	Equal to the number of shares of common stock issued upon exercise of the stock option multiplied by the difference between (1) the fair market value of our common stock upon exercise and (2) the option exercise price.

⁽²⁾	Equal to the number of shares of common stock issued upon vesting of RSUs multiplied by the closing market price of our common stock on the NYSE on the day prior to the vesting date.

TABLE OF CONTENTS


~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

2022 Pay Versus Performance

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and company performance for the fiscal years listed below. The Human Resources Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown.

2022 Pay Versus Performance Table

Year (a)	Summary Compensation Table (SCT) Total for PEO⁽¹⁾ ($)(b)	Compensation Actually Paid^{(2), (3)} to PEO ($)(c)	Average SCT Total non-PEO NEOs⁽¹⁾ ($)(d)	Average Compensation Actually Paid^{(2), (3)} to non-PEO NEOs ($)(e)	Value of Initial Fixed $100 Investment based on:		Net Income ($ millions) (h)	Rela- tive TSR⁽⁵⁾ (i)
Year (a)	Summary Compensation Table (SCT) Total for PEO⁽¹⁾ ($)(b)	Compensation Actually Paid^{(2), (3)} to PEO ($)(c)	Average SCT Total non-PEO NEOs⁽¹⁾ ($)(d)		TSR ($)(f)	Peer Group⁽⁴⁾ TSR ($)(g)	Net Income ($ millions) (h)	Rela- tive TSR⁽⁵⁾ (i)
2022	7,761,196	6,710,784	2,902,402	2,733,528	97.30	99.67	135	19.9%
2021⁽⁶⁾	11,176,606	15,683,430	2,790,546	3,712,300	108.93	131.78	(195)	19.9%
2020	4,443,270	1,624,068	1,363,271	782,922	80.26	92.00	(461)	3.1%

(1)	Colin Reed was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below.

	2020 – 2022
	Mark Fioravanti
	Jennifer Hutcheson
	Patrick Chaffin
	Scott Lynn

(2)

The amounts shown for Compensation Actually Paid (CAP) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company’s PEO and Non-PEO NEOs. The amounts shown for CAP reflect the Summary Compensation Table (SCT) total with certain adjustments as described in footnote 3 below.

(3)

Compensation Actually Paid (CAP) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table (SCT).

Year	Summary Compensation Table (SCT) Total for PEO ($)	Exclusion of Stock Awards for PEO ($)	Inclusion of Equity Values for PEO ($)	Compensation Actually Paid (CAP) to PEO ($)
2022	7,761,196	(3,301,354)	2,250,942	6,710,784
2021	11,176,606	(6,750,915)	11,257,739	15,683,430
2020	4,443,270	(3,312,847)	493,645	1,624,068

TABLE OF CONTENTS

2023 NOTICE OF MEETING AND PROXY STATEMENT

Year	Average Summary Compensation Table (SCT) Total for Non-PEO NEOs ($)	Average Exclusion of Stock Awards for Non-PEO NEOs ($)	Average Inclusion of Equity Values for Non-PEO NEOs ($)	Compensation Actually Paid (CAP) to Non-PEO NEOs ($)
2022	2,902,402	(1,028,394)	859,520	2,733,528
2021	2,790,546	(1,349,224)	2,270,979	3,712,300
2020	1,363,271	(785,952)	205,602	782,922

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.

Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity for PEO ($)	Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($)	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($)	Total – Inclusion of Equity Values for PEO ($)
2022	3,662,826	(1,325,860)	—	(86,024)	—	—	2,250,942
2021	8,049,720	2,453,354	—	754,665	—	—	11,257,739
2020	2,419,550	(1,292,386)	—	(633,519)	—	—	493,645

TABLE OF CONTENTS

2023 NOTICE OF MEETING AND PROXY STATEMENT

Year

Average
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
Non-PEO
NEOs
($)

Change in
Fair Value
from Last
Day of
Prior Year
to Last
Day of
Year of
Unvested
Equity for
Non-PEO
NEOs
($)

Vesting-
Date Fair
Value of
Equity
Awards
Granted
During
Year that
Vested
During
Year for
Non-PEO
NEOs
($)

Change in
Fair Value
from Last
Day of
Prior Year
to Vesting
Date of
Unvested
Equity
Awards
that Vested
During
Year for
Non-PEO
NEOs
($)

Fair Value
at Last
Day of
Prior Year
of Equity
Awards
Forfeited
During
Year for
Non-PEO
NEOs
($)

Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards
Not
Otherwise
Included
for Non-
PEO
NEOs
($)

Total – Inclusion
of Equity Values
for Non-PEO
NEOs
($)

2022

1,130,257

(250,132)

—

(20,605)

—

—

859,520

2021

1,607,947

533,960

—

129,072

—

—

2,270,979

2020

572,570

(242,110)

—

(124,858)

—

—

205,602

(4)
The Peer Group Total Stockholder Return (TSR) set forth in this table utilizes the FTSE NAREIT Equity REITs Index, which we also utilize in the stock performance graph required by Item 201(e) of SEC Regulation S-K included in our 2022 annual report to stockholders. The comparison assumes $100 was invested for the period starting December 31, 2019 through the end of the listed year in the company and in the FTSE NAREIT Equity REITs Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
As described in the Compensation Discussion and Analysis, the TSR-linked performance-based RSUs granted in 2022 will be determined by comparing our Total Stockholder Return (TSR) performance during the three-year performance period relative to the median of the Total Stockholder Return (TSR) performance of two peer groups, weighted equally: (1) our 2022 Compensation Peer Group; and (2) selected companies within the FTSE NAREIT Lodging Resorts Index. We determined Relative Total Stockholder Return (TSR) (Outperformance of 2022 Compensation Peer Group) to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022, given its impact on our determination of the change in value of the 2022 TSR-linked performance-based RSUs. As required under SEC guidance the table above reflects our relative outperformance (i.e., above the median) for each listed fiscal year as compared with the 2022 Compensation Peer Group. The company’s three-year TSR outperformance against the applicable peer groups, measured at the end of the three-year performance period ending on December 31, 2022, 2021 and 2020, was approximately 36%, 41% and 30%, respectively. This performance measure may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
(6)
The compensation figures set forth in this row were elevated in fiscal 2021 because of the special one-time performance-based RSU grants awarded to each NEO on February 25, 2021. This one-time grant of a special stock price-linked performance-based RSU award was made to each NEO and to each director-level and above employee of the company (a total of 52 employees) to incentivize management’s efforts to return the company’s financial performance to pre-pandemic levels and to encourage retention in a challenging labor market. These awards will vest at the end of a three-year performance period, extending from March 1, 2021 until March 1, 2024, to the extent that our common stock trades for a period of time above $100.98 and $109.05 per share, which represented (i) a 25% premium and a 35% premium, respectively, to our common stock closing price on the date of the award ($80.78), and (ii) a 10% premium and a 19% premium, respectively, to our then all-time high common stock closing price as of the date of the award ($91.49). There is no minimum payout level associated with these performance-based RSU awards (i.e., all of this compensation is “at risk”). As of December 31, 2022, no awards had been earned under this program. For additional information regarding these special one-time performance-based RSU grants, see Compensation Discussion and Analysis—2022 Compensation Decisions—One-Time 2021 Long-Term Stockholder Value Creation Program Awards.

TABLE OF CONTENTS

2023 NOTICE OF MEETING AND PROXY STATEMENT

Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid (CAP) and Company Total Shareholder Return (TSR)
The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEO, the average of Compensation Actually Paid (CAP) to our other NEOs, and the company’s cumulative Total Stockholder Return (TSR) over the three most recently completed fiscal years.

67

TABLE OF CONTENTS

2023 NOTICE OF MEETING AND PROXY STATEMENT

Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid (CAP) and Net Income
The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEO, the average of Compensation Actually Paid (CAP) to our other NEOs, and the company’s net income during the three most recently completed fiscal years.

68

TABLE OF CONTENTS

2023 NOTICE OF MEETING AND PROXY STATEMENT

Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid (CAP) and Relative Total Stockholder Return (TSR) (Outperformance of 2022 Compensation Peer Group)
The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEO, the average of Compensation Actually Paid (CAP) to our other NEOs, and the company’s Relative Total Stockholder Return (TSR) (Outperformance of 2022 Compensation Peer Group) during the three most recently completed fiscal years.

69

TABLE OF CONTENTS

2023 NOTICE OF MEETING AND PROXY STATEMENT

Description of Relationship Between Company Total Stockholder Return (TSR) and Peer Group Total Stockholder Return (TSR)
The following chart compares our cumulative Total Stockholder Return (TSR) over the three most recently completed fiscal years to that of the FTSE NAREIT Equity REITs Index over the same period.

Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid (CAP) to our PEO and other non-PEO NEOs for 2022 to company performance. The measures in this table are not ranked.

Most Important Financial Performance Measures

Relative TSR (Outperformance of 2022 Compensation Peer Group)

Relative TSR (Outperformance of Identified Companies within the FTSE NAREIT Lodging Resorts Index)

Total Consolidated Revenue

AFFO Available to Common Stockholders and Unit Holders

Consolidated Adjusted EBITDAre Margin

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TABLE OF CONTENTS

2023 NOTICE OF MEETING AND PROXY STATEMENT

Other Compensation Information

Pension Benefits

No NEOs participate in our frozen defined benefit plan.

Nonqualified Deferred Compensation

Supplemental Deferred Compensation

Our supplemental deferred compensation plan, or SUDCOMP, is a nonqualified plan that allows eligible participants, including NEOs (whose ability to contribute amounts to our 401(k) plan may be limited by IRS regulations), to defer up to 40% of their base salary, less amounts deferred under our 401(k) plan, and up to 100% of their short-term cash incentive compensation. We contribute one dollar for each dollar contributed by the participant, up to four percent of the participant’s contributions (less matching amounts under our 401(k) plan).

Participants elect hypothetical investment options mirroring the funds in our 401(k) plan, with the exception of company stock. Participants can change their investment selections on a daily basis in the same manner as the 401(k) plan. Deferred amounts are credited with earnings or losses based on the rate of return of the investment options selected by the participant. When participants elect to defer amounts into the SUDCOMP, they also select when the amounts will be distributed to them. Distributions may either be made in a specific year (whether or not employment has then ended) or at a time that begins at or after termination of employment. Distributions can be made in a lump sum or up to 15 annual installments. However, after a participant’s employment ends, his or her account balance is automatically distributed in a lump sum (without regard to his or her election) if the balance is $10,000 or less.

Supplemental Executive Retirement Plan

When we recruited Mr. Reed to join us in 2001, we agreed to establish a supplemental executive retirement plan, or SERP, for Mr. Reed with an initial retirement benefit of $2.5 million. We believed at the time (and continue to believe) that the SERP was a material factor in Mr. Reed’s agreement to give up benefits at his former employer and to begin working for us. We believe that the SERP benefit was

necessary to attract and retain a highly qualified executive such as Mr. Reed. Mr. Reed’s April 23, 2001 employment agreement with us established the SERP, which fully vested on April 23, 2005.

In 2004, as part of an amendment to Mr. Reed’s employment agreement extending his employment term, we agreed to adjust the initial SERP benefit for hypothetical investment earnings or losses, based on the performance of one or more mutual funds selected by Mr. Reed. At that time, we also agreed to pay Mr. Reed an additional retirement benefit under the SERP of $1.0 million, as adjusted beginning April 23, 2005 for hypothetical investment earnings or losses, based on the performance of one or more mutual funds selected by Mr. Reed. This additional SERP benefit fully vested on May 1, 2010. Mr. Reed is entitled to receive all of his SERP benefit upon any termination of employment. Mr. Reed has elected to receive his SERP benefits, as adjusted, in the form of one lump sum payment.

On February 4, 2008, we entered into a new employment agreement with Mr. Reed which did not modify the terms of the SERP. On December 18, 2008, we amended Mr. Reed’s employment agreement to allow him to make an irrevocable election to invest his SERP benefit in our common stock. We established an independent rabbi trust and transferred cash in an amount equal to the then-current balance of the SERP benefit, and the independent trustee of the rabbi trust purchased shares of our common stock in the open market.

Mr. Reed is now only entitled to a distribution of our stock and any accrued cash dividends held by the rabbi trust in satisfaction of his SERP benefit. We believe that the ownership of shares of common stock by the rabbi trust and the distribution of those shares and any accrued cash dividends to Mr. Reed in satisfaction of his SERP benefit meets requirements necessary so that we will not recognize any increase

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

or decrease in expense as a result of subsequent changes in the

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2023 NOTICE OF MEETING AND PROXY STATEMENT

value of our common stock. The terms of the rabbi trust provide that, to the extent that the

shares owned by the rabbi trust are entitled to vote on any matter, the rabbi trustee will be entitled to vote such shares.

In 2020 we amended the SERP to remove a provision that, due to

an unanticipated change in the tax laws, could have resulted in an unintended significant delay in payment of the SERP benefit to Mr. Reed upon the termination of Mr. Reed’s employment.

~~2017~~2022 Nonqualified Deferred Compensation Table

The table below shows each NEO’s salary deferrals, company matching obligations, earnings and account balances in the SUDCOMP (and, in the case of Mr. Reed, his SERP), as of December 31, ~~2017.~~

Name
(a)

Plan
(b)

Executive
Contributions
in Last FY⁽¹⁾
($)(c)

Registrant
Contributions
in Last FY
($)(d)

Aggregate
Earnings
(Losses) in
Last FY⁽²⁾
($)(e)

Aggregate
Withdrawals/
Distributions
in Last FY
($)(f)

Aggregate
Balance at
Last FY⁽³⁾
($)(g)

  Colin Reed
   SUDCOMP 230,038    30,172    2,100,490 -    20,481,851
  Colin Reed
   SERP ⁽⁴⁾ -    -    5,046,212 ⁽⁵⁾ -    39,155,598 ⁽⁶⁾
  Mark Fioravanti
   SUDCOMP 20,555    16,691    209,527 -    1,200,675
  Bennett Westbrook
   SUDCOMP 38,455    12,491    164,060 -    939,063
  Patrick Chaffin
   SUDCOMP 12,781    12,781    30,459 -    209,373
  Scott Lynn
   SUDCOMP 38,308    12,192    35,818 -    247,694

2022.

Name (a)	Plan (b)	Executive Contributions in Last FY⁽¹⁾ ($)(c)	Registrant Contributions in Last FY ($)(d)	Aggregate Earnings (Losses) in Last FY⁽²⁾ ($)(e)	Aggregate Withdrawals/ Distributions in Last FY ($)(f)	Aggregate Balance at Last FYE⁽³⁾ ($)(g)
Colin Reed	SUDCOMP	—	—	(985,269)	—	23,074,318
Colin Reed	SERP⁽⁴⁾	—	—	(6,609,891)⁽⁵⁾	—	53,017,156⁽⁶⁾
Mark Fioravanti	SUDCOMP	61,921	29,455	(443,464)	—	2,385,048
Jennifer Hutcheson	SUDCOMP	—	—	(15,723)	—	121,378
Patrick Chaffin	SUDCOMP	32,028	21,014	(81,379)	—	471,814
Scott Lynn	SUDCOMP	—	—	(5,559)	—	235,139

⁽¹⁾

Amounts in this column are reported as compensation in the~~2017~~2022 Summary Compensation Table above. Amounts in this column do not include deferrals of cash incentive compensation amounts with respect to the ~~2016~~2021 fiscal year paid in ~~2017 (in~~2022 (which, in the case of Mr. Fioravanti, ~~$24,727)~~was $97,878) or company matching amounts with respect to such deferral ~~(in~~(which, in the case of Mr. Fioravanti, ~~$17,636)~~was $55,930).

⁽²⁾	None of the amounts in this column are included as compensation in the~~2017~~ 2022Summary Compensation Table above because above-market or preferential earnings are not available.

⁽³⁾

Of the amounts listed in this column with respect to the SUDCOMP, the following amounts have been reported as compensation in the~~2017~~2022 Summary Compensation Table above or previous years (or would have been reported if the NEO had been included in our proxy statement in those years): Mr. Reed: ~~$8,512,299;~~$9,292,421; Mr. Fioravanti: ~~$444,820; Mr. Westbrook: $380,024;~~$799,382; Ms. Hutcheson: $60,590; Mr. Chaffin: ~~$72,761;~~$197,896; and Mr. Lynn: ~~$131,180.~~$166,834. With respect to Mr. Reed’s SERP, no amounts have been reported as compensation in theSummary Compensation Table for ~~2017~~2022 or previous years.

⁽⁴⁾	We have summarized the SERP benefit using the disclosure format prescribed by the SEC for

nonqualified deferred compensation (under Item 402(i) of SEC Regulation S-K) rather than pension benefits due to the fact that this SERP benefit more closely resembles a “defined contribution” award than a “defined benefit” award. This determination was based on the fact that the value of the SERP benefit in ~~2017~~2022 was based solely on the amounts previously contributed.

⁽⁵⁾

Represents the change in market value of our common stock from December 31, ~~2016~~2021 to December 31, ~~2017,~~2022, plus ~~the reinvestment of~~ cash dividends received on the shares of common stock held in the SERP. This amount has not been reported as compensation in theSummary Compensation Table for ~~2017~~2022 or previous years since above-market or preferential returns are not available with respect to the SERP.

⁽⁶⁾

Represents the value of both the initial SERP benefit and the additional SERP benefit as of December 31, ~~2017,~~2022, which is calculated by multiplying the ~~567,308~~648,290 shares of our common stock held by the rabbi trust on such date by the December ~~29, 2017~~30, 2022 NYSE closing price of our common stock ($~~69.02)~~81.78), ~~which was the last trading day of the year.~~plus accrued cash dividends.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Potential Payments on Termination or Change of Control

Employment and Severance Agreements

Mr. Reed ~~Mr. Fioravanti~~ and Mr. ~~Westbrook~~Fioravanti each have employment agreements with us, originally entered into in February 2008, with an initial two-year term and automatically renewing two-year terms (unless either party provides notice of non-renewal). Mr. Reed’s employment agreement was amended in December 2008, September 2010, November 2012, December 2020, and ~~September 2010.~~October 2022. Mr. Fioravanti’s employment agreement was amended in February 2010, ~~and~~ September ~~2010. Mr. Westbrook’s employment agreement was amended in September 2010. In~~2010, November 2012, ~~Mr. Reed’s, Mr. Fioravanti’s~~March 2022 and ~~Mr. Westbrook’s employment agreements~~October 2022. The October 2022 amendments were ~~amended~~made in connection with ~~our REIT restructuring.~~ Mr. Fioravanti’s ~~employment agreement was amended in March 2015. Mr. Westbrook’s employment agreement was amended in July 2016.~~appointment as Chief Executive Officer. For additional information regarding the 2023 CEO transition, see Compensation Discussion and Analysis—2023 CEO Transition. Mr. Reed’s ~~Mr. Fioravanti’s~~ and Mr. ~~Westbrook’s~~Fioravanti’s employment agreements, together with each of their equity incentive award agreements and the terms of our incentive and other benefit plans, provide for cash payments and other benefits in connection with their termination of employment in various circumstances, including in the event of a Change of Control (as

defined below). Payment of these amounts generally is conditioned upon compliance with the other provisions of the agreement, which include confidentiality obligations and nonsolicitation and noncompetition provisions.

Ms. Hutcheson, Mr. Chaffin and Mr. Lynn each have ~~restated~~ severance agreements with us, entered into in March 2022 (in the case of Ms. Hutcheson) and February 2018 ~~(replacing severance agreements entered into in October 2010~~(in the case of Mr. Chaffin and ~~February 2013, respectively), with a one-year term and automatic renewals of one year following the initial term (unless either party provides notice of non-renewal)~~Mr. Lynn).

The severance agreements provide for cash payments and other benefits only in connection with Ms. Hutcheson’s, Mr. Chaffin’s ~~and~~or Mr. Lynn’s termination of employment in the event of a Change of Control. Payment of these amounts generally is conditioned upon compliance with the other provisions of the severance agreement, which include confidentiality obligations. In addition, Ms. Hutcheson’s, Mr. Chaffin’s and Mr. Lynn’s equity incentive award agreements, and the terms of our incentive and other benefit plans, provide for other benefits in connection with their termination of employment in various circumstances, including in the event of a Change of Control.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

Description of Potential Payments on Termination or Change of Control

The discussion below outlines our obligations to our NEOs upon a termination or Change of Control. Except as otherwise noted, the discussion applies to each NEO.

Payments Made on Any Termination of Employment

Regardless of the manner in which ~~any~~an NEO’s employment with us is terminated, the NEO would be entitled to receive amounts which have been earned by the NEO pursuant to the terms of our incentive and other benefit plans⁽¹⁾.

~~Payments Made on Termination With Cause or Resignation Without Good Reason~~

~~Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements each provide that if the executive is terminated for Cause~~⁽²⁾~~or if he resigned without Good Reason~~⁽³⁾ ~~he would not be entitled to receive any payments (other than as listed under~~~~Payments Made on Any Termination of Employment~~).

⁽¹⁾

These amounts consist of: (1) accrued but unpaid base salary through the date of termination; (2) any unpaid portion of any annual short-term cash incentive compensation bonus for prior calendar years; (3) accrued but unpaid vacation pay, unreimbursed employment-related expenses and other benefits owed to the NEO under our general employee benefit plans or policies; (4) all vested 401(k) plan and SUDCOMP account balances; and (5) in the case of Mr. Reed, his SERP benefit.

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2023 NOTICE OF MEETING AND PROXY STATEMENT

Payments Made on Termination With Cause or Resignation Without Good Reason

Mr. Reed’s and Mr. Fioravanti’s employment agreements each provide that if the executive is terminated for Cause⁽²⁾or if he resigned without Good Reason⁽³⁾ he would not be entitled to receive any payments (other than as listed under Payments Made on Any Termination of Employment).

Payments Made on Death or Disability

Mr. Reed’s and Mr. Fioravanti’s employment agreements, together with their equity incentive award agreements and the terms of our incentive and other benefit plans, provide for the following payments and other benefits (in addition to payments under our disability or life insurance plans) if the executive dies or becomes “permanently disabled” (defined as a physical or mental incapacity rendering him unable to perform job duties for 90 consecutive days or for a total of 180 days in any 12 month period):

	•			all amounts under Payments Made on Any Termination of Employment above;
	•			a pro rata portion of his annual short-term cash incentive compensation in the year of termination;
	•			the immediate vesting of all time-based RSUs;
	•			for all performance-based RSUs, a pro rata (based on length of service during the performance period) portion of the awards actually vesting to the extent of satisfaction of the applicable performance criteria;

	•			the accelerated vesting of all outstanding stock option awards (with an exercise period ending on the option expiration date); and
	•			in the case of Mr. Reed, continuation of health care coverage at employee rates for Mr. Reed and his spouse until the earlier of their election to terminate coverage (or their non-payment of premiums), their death or until we stop providing health care coverage to our employees.

In the event of Ms. Hutcheson’s, Mr. Chaffin’s or Mr. Lynn’s death or permanent disability, the executive would be entitled, under the terms of the executive’s equity incentive award agreements and the terms of our incentive and other benefit plans, to the following (in addition to payments under our disability or life insurance plans):

	•			all amounts under Payments Made on Any Termination of Employment above;
	•			the immediate vesting of all time-based RSUs;
	•			for all performance-based RSUs, a pro rata (based on length of service during the performance period) portion of the awards actually vesting to the extent of satisfaction of the applicable performance criteria; and
	•			the accelerated vesting of all outstanding stock option awards (with an exercise period ending on the option expiration date).

(2)

Under Mr. Reed’s ~~Mr. Fioravanti’s~~ and Mr. ~~Westbrook’s~~Fioravanti’s employment agreements, the term “Cause” is defined as: fraud, self-dealing, embezzlement or dishonesty in the course of employment, or any conviction of a crime involving moral turpitude; a failure to comply with any valid or legal company directive, or any material uncured breach of obligations under the employment agreement; or the executive’s failure to adequately perform his responsibilities, as demonstrated by objective and verifiable evidence showing that the business operations under his control have been materially harmed as a result of gross negligence or willful misconduct.

⁽³⁾

Under Mr. Reed’s ~~Mr. Fioravanti’s~~ and Mr. ~~Westbrook’s~~Fioravanti’s employment agreements, the term “Good Reason” is defined as: any adverse change in the executive’s position or title (whether or not approved by our Board), any assignment over the executive’s reasonable objection to any duties materially inconsistent with his current ~~status~~position or a substantial adverse alteration in the nature of his responsibilities; a reduction in the executive’s annual base salary; a failure to pay any portion of the executive’s current compensation, or a failure to continue in effect any material compensatory plan (or equivalent) in which the executive may participate; permanent relocation of the executive’s principal place of employment to a location other than our corporate headquarters; a failure to provide, or a material reduction of, any insurance, retirement savings plan or other employee benefits package substantially similar to those enjoyed by other senior executives in which the executive is entitled to participate; or a material uncured breach of the company’s obligations under the executive’s employment agreement (or the company’s failure to renew it).

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~~2018~~

2023 NOTICE OF MEETING AND PROXY STATEMENT

~~Payments Made on Death or Disability~~

Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements, together with their equity incentive award agreements and the terms of our incentive and other benefit plans, provide for the following payments and other benefits (in addition to payments under our disability or life insurance plans) if the executive dies or becomes “permanently disabled” (defined as a physical or mental incapacity rendering him unable to perform job duties for 90 consecutive days or for a total of 180 days in any 12 month period):

•

~~all amounts under~~~~Payments Made on Any Termination of Employment~~ ~~above;~~

~~a pro rata portion of his annual cash bonus in the year of termination;~~

~~the immediate vesting of all time-based RSUs;~~

for all performance-based RSUs, a pro rata (based on length of service during the performance period) portion of the awards actually vesting to the extent of satisfaction of the applicable performance criteria;

~~the accelerated vesting of all outstanding stock option awards (with an exercise period ending on the option expiration date); and~~

in the case of Mr. Reed, continuation of health care coverage at employee rates for Mr. Reed and his spouse until the earlier of their election to terminate coverage (or their non-payment of premiums), their death or until we stop providing health care coverage to our employees.

In the event of Mr. Chaffin’s or Mr. Lynn’s death or permanent disability, the executive would be entitled, under the terms of his equity incentive award agreements and the terms of our incentive and other benefit plans, to the following (in addition to payments under our disability or life insurance plans):

•

~~all amounts under~~~~Payments Made on Any Termination of Employment~~ ~~above;~~

~~the immediate vesting of all time-based RSUs;~~

~~the accelerated vesting of all outstanding stock option awards (with an exercise period ending on the option expiration date).~~

Payments Made on Termination Without Cause or Resignation for Good Reason (Other Than Following a Change of Control)

Mr. Reed’s ~~Mr. Fioravanti’s~~ and Mr. ~~Westbrook’s~~Fioravanti’s employment agreements, together with their equity incentive award agreements and the terms of our incentive and other benefit plans, provide for the following payments and other benefits if the executive is terminated without Cause (or resigned for Good Reason), other than following a Change of Control:

•

all amounts underPayments Made on Any Termination of Employmentabove;

~~the following severance payment:~~


~~Mr. Reed~~	•	~~Mr. Fioravanti &~~ ~~Mr. Westbrook~~

2x a severance payment equal to two times the executive’s current base salary plus ~~2x last year’s~~two times the executive’s annual short-term cash incentive compensation ~~and bonus~~ for the previous year;		~~1x base salary plus 1x last year’s annual short-term cash incentive compensation and bonus~~

~~in the case of Mr. Fioravanti and Mr. Westbrook, a pro rata portion of his annual cash bonus in the year of termination;~~

~~immediate vesting of RSUs as follows (in the case of performance-based RSUs, to the extent of the satisfaction of applicable performance criteria):~~


~~Mr. Reed~~	•		in the case of Mr. Fioravanti, & ~~Mr. Westbrook~~ a pro rata portion of his annual cash bonus in the year of termination;
	•
		immediate vesting of all RSU awards scheduled to vest within 2 years of termination (in the case of performance-based RSUs, to the extent of the satisfaction of applicable performance criteria);	~~all awards scheduled to vest within 1 year of termination~~

~~the accelerated vesting of the following stock option awards:~~


~~Mr. Reed~~	•	~~Mr. Fioravanti &~~ ~~Mr. Westbrook~~

the accelerated vesting of all ~~unvested~~ stock ~~options~~option awards scheduled to vest within 2 years of termination		~~all unvested stock options scheduled to vest within 1 year of termination~~

		~~Mr. Reed would have~~ (with the executive having 2 years from termination to exercise the ~~awards, while~~awards); and
	•			in the case of Mr. Reed, continuation of health care coverage at employee rates for Mr. Reed and his spouse until the earlier of their election to terminate coverage (or their non-payment of premiums), their death or until we stop providing health care coverage to our employees; and in the case of Mr. Fioravanti, an amount equal to the equivalent cost of COBRA medical coverage for Mr. Fioravanti and ~~Mr. Westbrook would have 1 year~~his spouse for a period of 2 years from ~~termination to exercise the awards; and~~termination.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

Payments Made on Termination Without Cause or Resignation for Good Reason Following a Change of Control

Mr. Reed’s ~~Mr. Fioravanti’s~~ and Mr. ~~Westbrook’s~~Fioravanti’s employment agreements (and Ms. Hutcheson’s, Mr. Chaffin’s and Mr. Lynn’s severance agreements), together with their equity incentive award agreements and the terms of our incentive and other benefit plans, provide for payments and other benefits in the event of a termination in a designated period⁽³⁾⁽⁴⁾ following a ~~“Change~~Change of ~~Control”.~~ Control.

With respect to the employment agreements with Mr. Reed ~~Mr. Fioravanti~~ and Mr. ~~Westbrook~~Fioravanti (and the severance agreements with Ms. Hutcheson, Mr. Chaffin and Mr. Lynn), a “Change of Control” is deemed to occur if:

any person, other than us, our benefit plan or our designated affiliates, becomes the beneficial owner of 35% or more of our outstanding voting stock;

a majority of the incumbent members of our Board cease to serve on our Board without the consent of the incumbent Board;

following a merger, tender or exchange offer, other business combination or contested election, the holders of our stock prior to the transaction hold less than a majority of the combined voting power of the combined entity; or

we sell all or substantially all of our assets.

(4)	For Mr. Reed and Mr. Fioravanti, this period is one year. For Ms. Hutcheson, Mr. Chaffin and Mr. Lynn, this period is two years.

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2023 NOTICE OF MEETING AND PROXY STATEMENT

If any of our NEOs were terminated without Cause⁽⁴⁾⁽⁵⁾(or resigned for Good Reason⁽⁵⁾⁽⁶⁾) following a Change of Control within the designated period, the executive would be entitled to receive:

•

all amounts underPayments Made on AnyTermination of Employment above;


	•			the following severance payment:


Mr. Reed ~~Mr. Fioravanti~~ & Mr. ~~Westbrook~~ Fioravanti			Ms. Hutcheson, Mr. Chaffin & Mr. Lynn

3x base salary plus 3x ~~highest~~the greater of (i) his annual short-term cash for the most recent year, or (ii) his average short-term cash incentive compensation ~~and bonus in last~~for the most recent 3 years			2x base salary plus 2x last year’s annual ~~short-term cash incentive compensation~~bonus

	•			immediate vesting of all RSUs, with performance-based RSUs vesting at the target level;
	•			the accelerated vesting of all outstanding stock option awards. Each NEO would have 2 years from termination to exercise the awards;

	•			continuation of health care coverage at employee rates: for Mr. Reed and ~~bonus~~his spouse, until the earlier of their election to terminate such coverage (or non-payment of premiums), their death or until we stop providing health care coverage to our employees; for Mr. Fioravanti, an amount equal to the equivalent cost of COBRA medical coverage for Mr. Fioravanti and his spouse for a period of 3 years from termination; for Ms. Hutcheson, Mr. Chaffin and Mr. Lynn, for 2 years from the Change of Control;
	•			in the case of Mr. Fioravanti, executive physical examination fees for 1 year.

~~immediate vesting of all RSUs, with performance-based RSUs vesting at the target level;~~

~~the accelerated vesting of all outstanding stock option awards. Each NEO would have 2 years from termination to exercise the awards;~~

continuation of health care coverage at employee rates: for Mr. Reed and his spouse, until the earlier of their election to terminate such coverage (or non-payment of premiums), their death or until we stop providing health care coverage to our employees; for Mr. Fioravanti and Mr. Westbrook, for 3 years from termination; and for Mr. Chaffin and Mr. Lynn, for 2 years from the Change of Control; and

~~in the case of Mr. Fioravanti and Mr. Westbrook, executive physical examination fees for 3 years.~~

In addition, under the terms of our omnibus incentive ~~plans~~plan and the award agreements issued thereunder, in the event of a Change of Control⁽⁶⁾⁽⁷⁾, irrespective of any termination of employment, all outstanding RSU awards held by our NEOs and other employees would vest immediately, with performance-based RSUs vesting at target level, and all outstanding stock option awards held by our NEOs and other employees would automatically accelerate and become exercisable.

⁽³⁾	~~For Mr. Reed, Mr. Fioravanti and Mr. Westbrook, this period is one year. For Mr. Chaffin and Mr. Lynn, this period is two years.~~

⁽⁴⁾

(5)

The severance agreements for Ms. Hutcheson, Mr. Chaffin and Mr. Lynn provide that the executive may be terminated for Cause if hethe executive was terminated for gross misconduct.

⁽⁵⁾

(6)

The severance agreements for Ms. Hutcheson, Mr. Chaffin and Mr. Lynn provide that the executive may terminate his or her employment for Good Reason following a Change of Control if: ~~his~~the executive’s salary is reduced, there is a material reduction in ~~his~~the executive’s benefits or there is a material change in ~~his~~the executive’s status, working conditions or management responsibilities; or hethe executive is required to relocate ~~his~~his/her residence more than 100 miles from our corporate headquarters.

⁽⁶⁾

(7)

Under our 2016 ~~and 2006 omnibus incentive plans,~~Omnibus Incentive Plan, as amended, a “Change of Control” is deemed to occur if: (i) any person (subject to certain exceptions) becomes the beneficial owner of 35% or more of the combined voting power of our then outstanding voting securities; (ii) two-thirds of the incumbent members of our Board cease to serve on our Board without the consent of the incumbent Board; (iii) following the consummation of a merger, consolidation or reorganization, (a) the holders of our voting securities immediately prior to the transaction hold less than a majority of the combined voting power of the resulting entity in substantially the same proportion as their ownership prior to such merger, consolidation or reorganization, (b) the individuals who were members of the incumbent Board immediately prior to the execution of the agreement providing for such transaction constitute less than two-thirds of the members of the board of directors of the resulting entity, and (c) no person (subject to certain exceptions) has beneficial ownership of 35% or more of the resulting entity’s then outstanding voting securities; (iv) we completely liquidate or dissolve the company; or (v) we sell substantially all of our assets to any person, other than a transfer to a subsidiary of the company.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Summary of Potential Payments on Termination or Change of Control

The following tables estimate the value of the potential payments on termination or change of control of the company for the NEOs as of December 31, ~~2017.~~2022.

Benefits and Payments Upon Termination	Termination for Cause or Resignation Without Good Reason ($)	Retirement ($)	Death or Disability ($)	Termination Without Cause or Resignation for Good Reason ($)	Termination Without Cause or Resignation for Good Reason Upon a Change of Control⁽¹²⁾ ($)
Cash Severance
Mr. Reed	—	—	—	8,250,000⁽¹⁾	12,375,000⁽²⁾
Mr. Fioravanti	—	—	—	2,148,523⁽³⁾	6,445,569⁽²⁾
Ms. Hutcheson	—	—	—	—	1,937,264⁽⁴⁾
Mr. Chaffin	—	—	—	—	3,032,162⁽⁴⁾
Mr. Lynn	—	—	—	—	2,475,800⁽⁴⁾
Non-Equity Incentive Compensation
Mr. Reed	—	—	—	—	—
Mr. Fioravanti	—	—	—	—	—
Ms. Hutcheson	—	—	—	—	—
Mr. Chaffin	—	—	—	—	—
Mr. Lynn		—	—	—	—
Performance-Based RSU Accelerated Vesting⁽⁵⁾
Mr. Reed	—	—	8,943,624	7,117,150	8,943,624
Mr. Fioravanti	—	—	3,519,321	654,240⁽⁶⁾	3,519,321
Ms. Hutcheson	—	—	1,089,146	—	1,089,146
Mr. Chaffin	—	—	1,603,215	—	1,603,215
Mr. Lynn	—	—	1,384,617	—	1,384,617
Time-Based RSU Accelerated Vesting⁽⁷⁾
Mr. Reed	—	—	4,014,090	2,790,661	4,014,090
Mr. Fioravanti	—	—	2,716,077	635,022⁽⁸⁾	2,716,077
Ms. Hutcheson	—	—	600,265	—	600,265
Mr. Chaffin	—	—	875,537	—	875,537
Mr. Lynn	—	—	613,023	—	613,023
Other Benefits and Perquisites
Mr. Reed	—	—	224,575⁽⁹⁾	224,575⁽⁹⁾	224,575⁽⁹⁾
Mr. Fioravanti	—	—	—	23,976⁽¹¹⁾	38,964⁽¹⁰⁾
Ms. Hutcheson	—	—	—	—	47,712⁽¹¹⁾
Mr. Chaffin	—	—	—	—	47,712⁽¹¹⁾
Mr. Lynn	—	—	—	—	47,712⁽¹¹⁾

(1)	Amount equal to two times base salary in effect for Mr. Reed at December 31, 2022 ($1,100,000), plus two times short-term cash incentive compensation for Mr. Reed for the 2021 fiscal year ($3,025,000). Effective as of January 1, 2023, Mr. Reed’s base salary was reduced to $500,000.

(2)

Amount equal to three times base salary in effect at December 31, 2022, plus three times short-term cash incentive compensation for the 2021 fiscal year (the highest short-term cash incentive compensation for the last three fiscal years). Effective as of January 1, 2023, this amount would be equal to three times base salary in effect the date of termination, plus three times the greater of (i) short-term cash incentive compensation for the most recently completed fiscal year, and (ii) the average short-term cash incentive compensation for the three most recently completed fiscal years.

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Benefits and Payments
Upon Termination

Termination
for Cause or
Resignation
Without
Good
Reason
($)

Retirement
($)

Death or
Disability
($)

Termination
Without
Cause or
Resignation
for Good
Reason
($)

Termination
Without Cause
or Resignation
for Good
Reason Upon
a Change of
Control⁽¹⁰⁾
($)

  Cash Severance

Mr. Reed
- - - 4,367,214 ⁽¹⁾ 9,188,796 ⁽²⁾
Mr. Fioravanti
- - - 1,133,169 ⁽³⁾ 4,154,313 ⁽²⁾
Mr. Westbrook
- - - 738,613 ⁽³⁾ 2,552,532 ⁽²⁾
Mr. Chaffin
- - - - 1,241,256 ⁽¹⁾
Mr. Lynn
- - - - 1,236,886 ⁽¹⁾
  Non-Equity Incentive Compensation⁽⁴⁾

Mr. Reed
- - 2,248,831 - -
Mr. Fioravanti
- - 937,480 937,480 -
Mr. Westbrook
- - 562,488 562,488 -
Mr. Chaffin
- - - - -
Mr. Lynn
- - - - -
  Performance-Based RSU Accelerated Vesting⁽⁵⁾

Mr. Reed
- - 2,707,620 2,823,539 4,121,874
Mr. Fioravanti
- - 940,519 419,435 1,401,658
Mr. Westbrook
- - �� 428,731 188,632 649,064
Mr. Chaffin
- - 334,795 - 524,759
Mr. Lynn
- - 330,378 - 520,342
Time-Based RSU Accelerated Vesting⁽⁶⁾

Mr. Reed
- - 3,807,350 2,715,040 3,807,350
Mr. Fioravanti
- - 2,000,131 925,834 2,000,131
Mr. Westbrook
- - 747,625 328,190 747,625
Mr. Chaffin
- - 603,787 - 603,787
Mr. Lynn
- - 597,506 - 597,506
  Other Benefits and Perquisites

Mr. Reed
- - 223,965 ⁽⁷⁾ 223,965 ⁽⁷⁾ 223,965 ⁽⁷⁾
Mr. Fioravanti
- - - - 41,157 ⁽⁸⁾
Mr. Westbrook
- - - - 70,857 ⁽⁸⁾
Mr. Chaffin
- - - - 41,258 ⁽⁹⁾
Mr. Lynn
- - - - 41,258 ⁽⁹⁾


~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

⁽¹⁾

(3)

Amount equal to one times base salary in effect at December 31, 2022, plus one times short-term cash incentive compensation for the 2021 fiscal year. Effective as of January 1, 2023, this amount would be equal to two times base salary in effect the date of termination, plus two times short-term cash incentive compensation for the most recently completed fiscal year.

(4)	Amount equal to two times base salary in effect at December 31, ~~2017,~~2022, plus two times ~~short-term cash incentive compensation and~~annual bonus for the ~~2016~~2021 fiscal year.

⁽²⁾	Amount equal to three times base salary in effect at December 31, 2017, plus three times short-term cash incentive compensation and bonus for the 2014 fiscal year (the highest short-term cash incentive compensation and bonus for the last three fiscal years).

⁽³⁾	~~Amount equal to one times base salary in effect at December 31, 2017, plus one times short-term cash incentive compensation and bonus for the 2016 fiscal year.~~

⁽⁴⁾	~~Reflects the short-term cash incentive compensation and bonus for the 2017 fiscal year.~~

⁽⁵⁾

Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December ~~29, 2017~~30, 2022 NYSE closing price of our common stock ($~~69.02)~~81.78), ~~which was~~assuming in the ~~last trading day~~case of ~~the year, assuming~~TSR-linked RSUs, vesting at the target (100%) performance ~~level.~~level and assuming, in the case of the stock-price linked RSU awards, full vesting. The ~~2015~~2020 performance-based TSR-linked RSUs ultimately vested in ~~February 2018~~March 2022 at the ~~150%~~stretch (150%) payout level based on our achievement of TSR over the applicable performance period, as determined by the Human Resources Committee. The number of shares of common stock to be issued upon vesting of the remaining performance-based RSUs will ultimately be based upon the actual achievement of the performance goals stated in the applicable award agreement.

⁽⁶⁾

In the case of Mr. Fioravanti, reflects the amount payable as of December 31, 2022, which represents the number of common shares issuable upon the vesting of all performance-based RSU awards scheduled to vest within 1 year of termination. Effective as of January 1, 2023, the amount payable to Mr. Fioravanti would be equal to the number of common shares issuable upon the vesting of all performance-based RSU awards scheduled to vest within 2 years of termination.

(7)	Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December ~~29, 2017~~30, 2022 NYSE closing price of our common stock ($~~69.02), which was the last trading day of the year.~~81.78).

⁽⁷⁾

(8)

In the case of Mr. Fioravanti, reflects the amount payable as of December 31, 2022, which represents the number of common shares issuable upon the vesting of all time-based RSU awards scheduled to vest within 1 year of termination. Effective as of January 1, 2023, the amount payable to Mr. Fioravanti would be equal to the number of common shares issuable upon the vesting of all timed-based RSU awards scheduled to vest within 2 years of termination.

(9)	Represents health insurance coverage for Mr. Reed and his spouse for a period of 1513 years (assuming a life expectancy of 8588 years for Mr. Reed and assuming an annual cost of ~~$14,931,~~$17,275, which was the cost of such benefit in ~~2017)~~2022).

⁽⁸⁾

(10)

Represents the employer portion of health insurance coverage for Mr. Fioravanti and his spouse for a period of three years and physical examination fees for Mr. Fioravanti for a period of ~~three years.~~one year.

⁽⁹⁾

(11)

Represents the employer portion of health insurance premiums for family coverage for a period of two years.

⁽¹⁰⁾

(12)

The awards underlying the amounts set forth under the headings “Performance-Based RSU Accelerated Vesting” and “Time-Based RSU Accelerated Vesting” will automatically vest, with performance-based RSU awards vesting at target level, upon a Change of Control (as defined in the applicable omnibus incentive plan and the award agreements issued thereunder), irrespective of whether or not the NEO is terminated in connection with a Change of Control.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Director Compensation

Cash Compensation

Each non-employee director ~~receives~~received the following annual cash ~~compensation:~~

compensation in 2022:

	Compensation Item			Amount ($)
~~Compensation~~ ~~Item~~		~~Amount~~ ~~($)~~
Annual Retainer (Independent Directors)			~~60,000~~ 65,000
	Independent Lead ~~Independent~~ Director			30,000
	Audit Committee Chairman			25,000
	Human Resources Committee Chairman			20,000
	Nominating and CG Committee Chairman			15,000
	Audit Committee Members			10,000
~~Other~~	Human Resources Committee Members			~~7,500~~ 10,000
	Nominating and CG Committee Members			7,500

No changes were made to the level of cash compensation received by our non-employee directors in 2022 as set forth above compared to 2021. This level of annual cash compensation, which was recommended by the Human Resources Committee and approved by the full Board of Directors, was determined based on, among other factors, peer group and general market information provided to the Human Resources Committee by Aon.

Directors may elect to defer their cash compensation in the form of RSUs, the receipt of which will be deferred until either a specified date or the director’s retirement or resignation from the Board. ~~In 2017, one director elected to defer cash compensation pursuant to this deferred compensation plan.~~

All directors are reimbursed for expenses incurred in attending meetings. Mr. Reed ~~does~~and Mr. Fioravanti do not receive cash compensation for ~~his~~their service as a director.

Equity-Based Compensation

~~Each~~

During 2022 each non-employee director ~~receives,~~received, as of the date of the first board meeting following the annual meeting of stockholders, an annual grant of RSUs having a fixed dollar value of ~~$80,000~~$120,000 (based upon the fair market value of our common stock on the grant date)., which was a 20% increase from 2021. The level of annual equity-based compensation paid to non-employee directors, which was recommended by the Human Resources Committee and approved by the full Board of Directors, was determined based on, among other factors, peer group and general market information provided to the Human Resources Committee by Aon.

RSUs granted to directors vest fully on the first anniversary of the date of grant and are settled in shares of our common stock on such date, unless receipt of such shares is deferred by the director.

Until shares of common stock are issued in conversion of the RSUs, the director does not have any rights as a stockholder with respect to such RSUs, other than the right to receive additional RSUs equal to any dividends paid on our common stock.

Director Stock Ownership Guidelines

We have adopted stock ownership guidelines for our non-employee directors, which require directors to hold a minimum of 6,000 shares of our common stock, with afive-year time period to comply. Shares of common stock issuable upon the vesting of RSUs are credited toward this requirement. If a non-employee director is not currently in compliance with these guidelines (regardless of the applicable grace period for compliance) the non-employee director must retain 50% of the net shares (after satisfying any tax obligations and any required payments upon exercise) received upon vesting of RSUs or the exercise of stock options. As of January 31, ~~2018~~2023 (the annual compliance date), after taking into account the applicable grace period, all of our non-employee directors then serving in office met this requirement, as follows:

Required
Ownership
(#)

Shares
Owned⁽¹⁾
(#)

  Michael Bender
   6,000    23,871
  Rachna Bhasin
   6,000    2,946
  Alvin Bowles
   6,000    1,312
  Ellen Levine
   6,000    27,057
  Fazal Merchant
   6,000    -
  Patrick Moore
   6,000    6,033
  Robert Prather
   6,000    25,841
  Michael Roth
   6,000    36,168

	Required Ownership (#)	Shares Owned⁽¹⁾ (#)
Rachna Bhasin	6,000	6,005
Alvin Bowles	6,000	6,053
Christian Brickman⁽²⁾	6,000	5,107
Fazal Merchant	6,000	6,203
Patrick Moore	6,000	19,049
Christine Pantoya	6,000	6,393
Robert Prather	6,000	36,476
Michael Roth	6,000	39,593

⁽¹⁾

Includes the following shares represented by RSUs held by each director: ~~Mr. Bender: 9,009;~~ Ms. ~~Bhasin 1,312;~~Bhasin: 1,420; Mr. Bowles: ~~1,312; Ms. Levine: 1,312;~~4,102; Mr. Brickman: 4,107; Mr. Merchant: 1,420; Mr. Moore: ~~6,033;~~16,549; Ms. Pantoya: 1,420; Mr. Prather: ~~21,881;~~32,516; and Mr. Roth: ~~1,312.~~1,420.

(2)	Mr. Brickman, who formerly served as a director, resigned from his position on the Board, with such resignation being deemed effective as of March 21, 2023.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

~~2017~~2022 Non-Employee Director Compensation Table

The following table summarizes the annual compensation for ~~2017~~2022 for our non-employee directors who served as directors in 2017. Michael D. Rose did not stand for re-election to the Board at the 2017 Annual Meeting of Stockholders. William F. Hagerty, IV resigned from the Board on July 21, 2017 as a result of his appointment as U.S. Ambassador to Japan. Alvin Bowles became a member of the Board on May 4, 2017, and Fazal Merchant became a member of the Board on November 30, 2017.

Name
(a)

Fees
Earned or
Paid in
Cash⁽¹⁾
($)(b)

Stock
Awards⁽²⁾
($)(c)

Option
Awards
($)(d)

Non-Equity
Incentive
Plan
Compen-
sation
($)(e)

Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings⁽³⁾
($)(f)

All Other
Compen-
sation
($)(g)

Total
($)(h)

  Michael Bender
   83,750    79,999    -    -    -    -    163,749
  Rachna Bhasin
   70,000    79,999    -    -    -    -    149,999
  Alvin Bowles
   35,000    79,999    -    -    -    -    114,999
  William F. Hagerty, IV
   52,500    79,999    -    -    -    -    132,499
  Ellen Levine
   75,000    79,999    -    -    -    -    154,999
  Fazal Merchant
   -    -    -    -    -    -    -
  Patrick Moore
   85,000    79,999    -    -    -    -    164,999
  Robert Prather
   72,500    79,999    -    -    -    -    152,499
  Michael D. Rose
   38,750    -    -    -    -    -    38,750
  Michael Roth
   112,500    79,999    -    -    -    -    192,499

2022.

Name (a)	Fees Earned or Paid in Cash⁽¹⁾ ($)(b)	Stock Awards⁽²⁾ ($)(c)	Option Awards ($)(d)	Non-Equity Incentive Plan Compen- sation ($)(e)	Change in Pension Value and Nonqualified Deferred Compen- sation Earnings⁽³⁾ ($)(f)	All Other Compen- sation ($)(g)	Total ($)(h)
Rachna Bhasin	82,500	119,992	—	—	—	—	202,492
Alvin Bowles	75,000	119,992	—	—	—	—	194,992
Christian Brickman	75,000	119,992	—	—	—	—	194,992
Fazal Merchant	90,000	119,992	—	—	—	—	209,992
Patrick Moore	92,500	119,992	—	—	—	—	212,492
Christine Pantoya	82,500	119,992	—	—	—	—	202,492
Robert Prather	120,000	119,992	—	—	—	—	239,992
Michael Roth	61,875	119,992	—	—	—	—	181,867

⁽¹⁾

The amount listed above represents cash compensation paid to the director for their service as a director, or amounts of such compensation which have been deferred by the director, as described above. Compensation for service on the Board and its committees is payable quarterly in arrears. Due to the timing of payments, ~~and changes in committee assignments in 2017,~~ these amounts may not correspond to the amounts listed above underCash Compensation.

⁽²⁾

Represents the grant date fair value of the annual grant of ~~1,266~~1,415 RSUs to the non-employee directors then serving as directors on May ~~4, 2017,~~12, 2022, determined in accordance with FASB ASC Topic 718. See Note 7 to our consolidated financial statements for the three years ended December 31, ~~2017~~2022 filed with the SEC on February ~~27, 2018~~24, 2023 for the assumptions made in determining grant date fair value. As of December 31, ~~2017,~~2022, the non-employee directors then serving as directors held the ~~following~~ RSUs (consisting of annual RSU grants, including RSUs previously deferred, and

RSUs granted pursuant to the directors deferred compensation plan, as adjusted for dividends paid on our common stock): set forth below. With respect to Mr. Brickman, (i) the annual RSU grant made on May 12, 2022 was accelerated and vested to Mr. Brickman on March 22, 2023 in connection with his resignation, and (ii) Mr. Brickman’s remaining RSUs, which had previously been deferred by Mr. Brickman, were also issued to Mr. Brickman on March 22, 2023.

	Non-Employee Director			RSUs (#)
~~Non-Employee~~ ~~Director~~	Rachna Bhasin	~~RSUs~~ ~~(#)~~		1,416
~~Michael Bender~~	Alvin Bowles		~~8,907~~	4,091
~~Rachna Bhasin~~	Christian Brickman		~~1,297~~	4,099
~~Alvin Bowles~~	Fazal Merchant	��	~~1,297~~	1,416
~~Ellen Levine~~	Patrick Moore		~~1,297~~	16,514
~~Fazal Merchant~~	Christine Pantoya		-	1,416
~~Patrick Moore~~	Robert Prather		~~5,967~~	32,423
~~Robert Prather~~			~~21,633~~
Michael Roth			~~1,297~~ 1,416

⁽³⁾

During ~~2017 one incumbent director~~2022 two directors elected to defer annual cash compensation pursuant to the directors deferred compensation plan described above. No amount iswould have been reported in this column due to the fact that above-market or preferential earnings were not available under the plan.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Certain Transactions

Since January 1, ~~2017,~~2022 there have not been any related person transactions that are required to be disclosed pursuant to Item 404(a) of Regulation S-K under the ~~Securities~~ Exchange ~~Act of 1934.~~

Act.

Our policies and procedures for the review, approval or ratification of related person transactions (including those required to be disclosed under Item 404(a) of SEC Regulation S-K) are referenced in ~~the charter~~our Code of ~~the~~Business Conduct and Audit Committee ~~of the Board~~charter and are as follows: Possible related person transactions are first screened by the company’s legal department for

materiality and then sent to the Audit Committee of the Board (or, if otherwise determined by the Board, another committee of the Board) for review, discussion with the company’s management and independent registered public accounting firm and approval. In its discretion, the Audit Committee (or other committee) may also consult with our legal department or external legal counsel. Audit Committee (or other committee) review and approval of related person transactions would be evidenced in the minutes of the applicable Audit Committee (or other committee) meeting.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who beneficially own more than 10% of the outstanding shares of our common stock to file reports of ownership and changes in ownership with the SEC and the NYSE. Based solely on our review of

those reports and written representations from our executive officers and directors, we believe that in 2017 all of our executive officers, directors and greater than 10% beneficial owners were in compliance with all applicable filing requirements.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

Equity Compensation Plan Information

December 31, ~~2017~~2022 Equity Compensation Plan Information Table

The table below includes information about our equity compensation plans as of December 31, ~~2017:~~

2022:

Plan category

Number of

securities to be

issued upon

exercise of

outstanding

options,

warrants and

rights

Weighted

average

exercise price

of outstanding

options,

warrants and

rights

Number of

securities

remaining

available for

future

issuance

under equity

compensation

plans

Equity compensation plans approved by security holders

~~431,141~~

585,011⁽¹⁾

—⁽¹⁾

⁽¹⁾

680,178

~~1,591,748~~

Equity compensation plans not approved by security holders

—

Total:

~~Total:~~

~~431,141~~

585,011⁽¹⁾

—⁽¹⁾

⁽¹⁾

680,178

~~1,591,748~~

⁽¹⁾

Consists of: ~~291,888~~304,352 shares issuable upon the vesting of time-based RSUs, with a weighted-average grant date fair value of ~~$53.37~~$79.54 per share; ~~121,876~~and 280,659 shares issuable upon the vesting of performance-based RSUs, with a weighted-average grant date fair value of ~~$58.42~~$74.77 per share (valuing the ~~2015~~2020 performance-based RSUs at the stretch (150%) level and the remaining performance-based RSUs outstanding at the target (100%) level)~~; and 17,377 shares issuable upon the exercise of stock options (with a weighted-average exercise price of $20.10 per share)~~.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Our Independent Registered Public Accounting Firm

Appointment of Ernst & Young LLP

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The committee has appointed Ernst & Young LLP as our independent registered public accounting firm, who will audit our consolidated financial statements for ~~2018~~2023 and the effectiveness of our internal control over financial reporting as of December 31, ~~2018.~~2023. This appointment has been submitted for your ratification.

The committee and the Board believe that the continued retention of Ernst & Young LLP as our independent registered public accounting firm is in the best interests of the company and its stockholders. In making this determination, the committee and the Board have taken into account Ernst & Young LLP’s significant institutional knowledge of our business, operations, accounting policies and financial systems, and internal controls framework, as well as Ernst & Young LLP’s technical expertise (including with respect to REITs), efficiency of services, quality of communications with the committee and management and independence. In addition, in accordance with applicable rules on partner rotation, Ernst & Young LLP rotates its lead audit engagement partner not less than every five years. The committee is involved in considering the selection of Ernst & Young LLP’s primary engagement partner when there is a rotation.

If you do not ratify the appointment of Ernst & Young LLP, the committee will reconsider their appointment. Ernst & Young LLP has served as our independent registered public accounting firm since 2002. Representatives of Ernst & Young LLP will attend the ~~2018~~ Annual Meeting and will have an opportunity to speak and respond to your questions.

Fee Information

We paid the following amounts as audit, audit-related, tax and other services fees to Ernst & Young LLP for the years ended December 31, ~~2017~~2022 and ~~2016:~~

Description of
Services

2017 Fees
($)

2016 Fees
($)

  Audit Fees
           1,374,274        1,245,557
  Audit-Related Fees
            66,411    191,998
  Tax Fees
          317,930    281,630
  All Other Fees
           -        -




Total:
           1,758,615        1,719,185

2021:

Description of Services	2022 Fees ($)	2021 Fees ($)
Audit Fees	2,023,982	1,993,301
Audit-Related Fees	452,396	1,244,543
Tax Fees	388,063	1,097,268
All Other Fees	—	—
Total:	2,864,441	4,335,112

Audit and Audit-Related Services

The fees for audit services during ~~2017 and 2016~~2022 include fees associated with the audit of our consolidated financial statements, including the audit of internal control over financial reporting under

Section 404 of the Sarbanes-Oxley Act and reviews of our 2022 quarterly financial statements. The fees for audit services during 2021 include fees associated with the audit of our consolidated financial statements, including the audit of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, issuances of comfort letters and assistance with documents filed with the SEC, and reviews of our ~~2017 and 2016~~2021 quarterly financial statements.

The fees for audit-related services during ~~2017~~2022 and ~~2016~~2021 primarily represent fees ~~related to a~~for stand-alone ~~audit~~audits of certain of our ~~Entertainment business segment and other projects. Ernst & Young LLP did not provide professional services during 2017 or 2016 related to financial information systems design and implementation.~~

~~Tax Services~~

In 2017, approximately 17% of fees for tax services related to general tax compliance matters, tax advice and planning, and tax assistance, including with respect to our REIT compliance efforts. The remaining 83% of fees for non-recurring tax services in 2017 related primarily to tax advice and planning with respect to the renewal of the intracompany leases associated with our REIT structure and an intracompany entity restructuring. In 2016, approximately 34% of fees for tax services related to general tax compliance matters, tax advice and planning, and tax assistance, including with respect to our REIT compliance efforts. The remaining 66% of fees for non-recurring tax services in 2016 related primarily to tax advice and planning with respect to our Gaylord Rockies joint venture investment. subsidiaries.

We expect that, due to our REIT status and the nature of our assets (including the Gaylord Rockies joint venture project), tax services fees paid to Ernst & Young LLP in a given year may be higher than those tax services fees paid to Ernst & Young LLP than in years when we were operating as a taxable operating company. However, we believe that the ~~selection~~engagement of Ernst & Young LLP to provide these ~~REIT-related~~ services, and the amount of fees paid to Ernst & Young LLP in ~~2017 and 2016~~2022 to provide these services, was appropriate and in the best interests of the company and our stockholders given Ernst & Young LLP’s expertise and historical knowledge of our company and its organizational structure. ~~We believe this expertise is critical~~

Tax Services

In 2022, approximately 9% of fees for tax services related to general tax compliance matters, tax advice and planning, and tax assistance with respect to our ~~ongoing~~ REIT compliance efforts.

The remaining 91% of fees in 2022 were for non-recurring tax services related

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

primarily to tax advice and planning with respect to REIT lease and transfer pricing matters, as well as assistance related to the OEG strategic equity investment transaction.

In 2021, approximately 19% of fees for tax services related to general tax compliance matters, tax advice and planning, and tax assistance with respect to our REIT compliance efforts. The remaining 81% of fees in 2021 were for non-recurring tax services related primarily to tax advice and planning with respect to a legal entity restructuring.

We believe that the engagement of Ernst & Young LLP to provide these services, and the amount of fees paid to Ernst & Young LLP in 2022 and 2021 to provide these services, was appropriate and in the best interests of the company and our stockholders.

Audit Committee Pre-Approval Policy

All audit, audit-related, tax and other services were pre-approved by the committee, which concluded that the provision of such services by Ernst & Young LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The committee’s pre-approval policy provides for pre-approval of audit, audit-related, tax and other services specifically described by the committee on an annual

basis, and individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policy also requires specific approval by the committee if total fees for audit-related and tax services would exceed total fees for audit services in any fiscal year. The policy authorizes the committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

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2023 NOTICE OF MEETING AND PROXY STATEMENT

Audit Committee Report

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our filings under the Securities Act of 1933 or the ~~Securities~~ Exchange Act, ~~of 1934,~~ except to the extent we specifically incorporate this report by reference therein.

The committee operates under a written charter originally adopted by the Board on February 4, 2004, as amended, which can be found on our website at~~www.rymanhp.com~~ under “Corporate Governance” on the Investor Relations page. The charter is also available in print to any stockholder who requests it by making a written request addressed to:

Ryman Hospitality Properties, Inc.

Attn: Corporate Secretary

One Gaylord Drive

Nashville, Tennessee 37214

All members of the committee meet the SEC and NYSE definitions of independence and financial literacy for audit committee members. In addition, the Board has determined that Mr. ~~Prather and Mr.~~ Merchant ~~are~~is an “audit committee financial ~~experts”~~expert” for purposes of SEC rules. During the fall of ~~2017~~2022 the committee conducted its annual self-evaluation in order to assess its effectiveness, and at its December ~~2017~~2022 meeting the committee members discussed the results of its self-evaluation process.

The committee reviews the financial information provided to stockholders and others, oversees the performance of the internal audit function and the

system of internal control over financial reporting which management and the Board have established, oversees compliance with legal and regulatory requirements by the company and its employees relating to the preparation of financial information and reviews the independent registered public accounting firm’s qualifications, independence and performance.

As part of its oversight of our financial statements, the committee has:

reviewed and discussed our audited financial statements for the year ended December 31, ~~2017,~~2022, and the financial statements for the three years ended December 31, ~~2017,~~2022, with management and Ernst & Young LLP, our independent registered public accounting firm;

discussed with Ernst & Young LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight ~~Board;~~Board and the SEC; and

received the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the committee on independence, and has discussed with Ernst & Young LLP its independence.

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2023 NOTICE OF MEETING AND PROXY STATEMENT

The committee also has considered whether the provision by Ernst & Young LLP of non-audit services described underOur Independent Registered Public Accounting Firm above is compatible with maintaining Ernst & Young LLP’s independence.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

The committee’s review and discussion of the audited financial statements with management included a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, ~~and~~ the clarity of disclosures in the financial ~~statements.~~statements, and the adequacy and effectiveness of the company’s financial reporting procedures, disclosure controls and procedures and internal control over financial reporting, including management’s assessment and report on internal control over financial reporting. In addressing the quality of management’s accounting judgments, members of the committee asked for management’s representations that our audited consolidated financial statements have been prepared in conformity with generally accepted accounting principles.

In performing these functions, the committee acts in an oversight capacity. ~~The committee does not complete all of its reviews prior to our public announcements of financial results and, necessarily, in~~In its oversight role, the committee relies on the work and assurances of management, which has the primary responsibility for financial statements and reports, and of Ernst &

Young LLP, which in its report expresses an opinion on the conformity of our annual financial statements with generally accepted accounting principles.

In reliance on these reviews and discussions and the report of the independent registered public accounting firm, the committee recommended to the Board that the audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2022, for filing with the SEC.

Audit Committee:

~~Patrick Moore,~~

Fazal Merchant, Chairman

~~Rachna Bhasin~~

Alvin Bowles

~~Fazal Merchant~~

~~Robert Prather~~

Christine Pantoya

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2023 NOTICE OF MEETING AND PROXY STATEMENT

Submitting Stockholder Proposals and Nominations for ~~2019~~2024 Annual Meeting

Stockholder Proposals

If you would like to submit a proposal for inclusion in our proxy statement for the ~~2019~~2024 annual meeting under SEC Rule 14a-8, your proposal must be in writing and be received by us at our principal executive offices prior to the close of business on ~~November 29, 2018~~December 6, 2023 and otherwise comply with the requirements of Rule 14a-8.

If you want to bring business before the ~~2019~~2024 annual meeting which is not the subject of a proposal submitted for inclusion in the proxy statement under Rule 14a-8 (excluding director nominations, which are discussed below underNominations of Board Candidates), our Bylaws require that you deliver a notice in proper written form (and provide all information required by our Bylaws) to our Secretary by February ~~2, 2019,~~11, 2024, but not before January ~~3, 2019~~12, 2024 (or, if the annual meeting is called for a date that is not within 30 days of May ~~3, 2019,~~11, 2024, the notice must be received ~~not~~no earlier than ~~the close of business~~5:00 p.m. central time on the 120^th day prior to such annual meeting and not later than ~~the close of business~~5:00 p.m. central time on the later of the 90^th day prior to such annual meeting or the 10^th day following

the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs). If the presiding officer at an annual meeting determines that business was not properly brought before the annual meeting in accordance with the procedures set forth in our Bylaws, then the presiding officer will declare to the meeting that your business was not properly brought before the meeting, and your business will not be transacted at that meeting.

Nominations of Board Candidates

If you wish to nominate an individual to serve as a director, our Bylaws require that you deliver timely notice of the nomination in proper written form, as provided by our Bylaws. The notice must include certain biographical information regarding the proposed

nominee, a completed written questionnaire with respect to each proposed nominee setting forth the background and qualifications of such proposed nominee (which questionnaire will be provided by the Secretary upon written request), the proposed nominee’s written consent to nomination and the additional information as set forth in our Bylaws.

~~2018 NOTICE OF MEETING AND PROXY STATEMENT~~

For a stockholder’s notice to the Secretary to be timely under our Bylaws, it must be delivered to or mailed and received at our principal executive offices: (a) in the case of a nomination to be voted on at an annual meeting, by February ~~2, 2019,~~11, 2024, but not before January ~~3, 2019~~12, 2024 (or, if the annual meeting is called for a date that is not within 30 days of May ~~3, 2019,~~11, 2024, the notice must be received ~~not~~no earlier than ~~the close of business~~5:00 p.m. central time on the 120^th day prior to such annual meeting and not later than ~~the close of business~~5:00 p.m. central time on the later of the 90^th day prior to such annual meeting or the 10^th day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs); and (b) in the case of a

special meeting of stockholders called for the purpose of electing directors, ~~not~~no earlier than ~~the close of business~~5:00 p.m. central time on the 120^th day prior to such special meeting and not later than ~~the close of business~~5:00 p.m. central time on the later of the 90^th day prior to such special meeting or the 10^th day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. Any notice of a director nomination must also be in accordance with Rule 14a-19(b) of the Exchange Act. If the presiding officer at a meeting determines that a nomination was not properly made in accordance with the procedures set forth in our Bylaws, then the presiding officer will declare to the meeting that the nomination was defective, and the defective nomination shall be disregarded.

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2023 NOTICE OF MEETING AND PROXY STATEMENT

Discretionary Voting of Proxies on Other Matters

We do not intend to bring any proposals to the ~~2018~~ Annual Meeting other than Proposals 1, 2, 3 and 4. As noted above, our Bylaws require stockholders to give advance notice of any proposal intended to be presented at an annual meeting. The deadline for this notice has passed, and we did not receive any such notice made in compliance with our Bylaws. If any other matter properly comes before our stockholders for a vote at the ~~2018~~ Annual Meeting, the persons named in the accompanying proxy card intend to vote the shares represented by them in accordance with their best judgment.

Instructions for Attending the Annual Meeting Virtually

We intend to conduct the Annual Meeting both in-person and online via live webcast. However, we may impose additional procedures or limitations on in-person meeting attendees, or we may decide to hold the meeting entirely online (i.e., a virtual-only meeting). We will announce any changes to the Annual Meeting via a press release and the filing of additional soliciting materials with the Securities and Exchange Commission, and we will also announce any changes on our proxy website, located at http://ir.rymanhp.com/proxy. We encourage you to check this website in advance if you plan to attend the Annual Meeting in person.

To participate in the Annual Meeting virtually, visit www.virtualshareholdermeeting.com/RHP2023 and enter the control number included on your proxy materials. You may begin to log into the meeting platform beginning at 9:45 a.m. mountain time on May 11, 2023. The Annual Meeting will begin promptly at 10:00 a.m. mountain time.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Chrome and Safari) and devices (including computers, tablets and cell phones) running the most updated version of applicable software. Participants should ensure that they have a reliable WiFi connection whenever they intend to participate in the Annual Meeting. Participants should allow time to log in and ensure that they can hear streaming audio prior to the start of the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.

If you wish to submit a question prior to the Annual Meeting, you may do so beginning at 9:00 a.m. eastern time on April 18, 2023, until 11:59 p.m. eastern time on April 25, 2023, by logging into www.proxyvote.com and entering your control number included on your proxy materials. Once past the login screen, click on “Question for Management”, type in your question and click “Submit”. In addition, www.proxyvote.com will re-open for questions beginning at 8:30 a.m. eastern time on May 8, 2023 until 11:59 p.m. eastern time on May 10, 2023. If you would like to submit your question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/RHP2023, type your question into the “Ask a Question” field and click “Submit”.

Questions pertinent to meeting matters will be answered during the question and answer period immediately following the formal business portion of the Annual Meeting. In order to give as many shareholders as possible the opportunity to ask questions, each shareholder will be limited to one question. Questions regarding personal matters, such as employment or service-related issues, or other matters not deemed pertinent to meeting matters or otherwise suitable for discussion at the meeting (in the discretion of the presiding officer at the meeting) will not be answered. Any questions suitable for discussion at the meeting that cannot be answered during the Annual Meeting due to time constraints will be posted online and answered at http://ir.rymanhp.com/proxy (and such questions (and answers) will be available as soon as practicable after the Annual Meeting and will remain available for two weeks after posting).

By Order of the Board of Directors,

Scott J. Lynn, Secretary

Nashville, Tennessee

April 4, 2023

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~~March 29, 2018~~


~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Appendix A

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

Reconciliation of

~~AFFO~~ FFO⁽¹⁾

Available to Common Shareholders and Unit Holders

and Adjusted FFO Available to Common Shareholders and Unit Holders

to Net Income

(Loss)

(in thousands, except per share data)

Twelve Months Ended
December 31,
2017 2016
  Net income
$     176,100      $     159,366
Depreciation & amortization
111,959      109,816
Pro rata adjustments from joint ventures
71      59

  Funds from operations (FFO)
$ 288,130      $ 269,241
Non-cash lease expense
5,180      5,243
Pension settlement charge
1,734      1,715
Impairment charges
35,418      -
Pro rata adjustments from joint ventures
307      1,377
(Gain) loss on other assets
1,097      (1,261)
Write-off of deferred financing costs
925      -
Amortization of deferred financing costs
5,350      4,863
Deferred tax (benefit) expense
(52,637)     321

  Adjusted funds from operations (AFFO)
$ 285,504      $ 281,499

Capital expenditures⁽²⁾
(60,672)     (58,753)

  AFFO less maintenance capital expenditures
$ 224,832      $ 222,746

  Basic net income per share
$ 3.44      $ 3.12
  Fully diluted net income per share
$ 3.43      $ 3.11
  FFO per basic share
$ 5.63      $ 5.28
  AFFO per basic share
$ 5.58      $ 5.52
  FFO per diluted share
$ 5.61      $ 5.25
  AFFO per diluted share
$ 5.56      $ 5.49

	Twelve Months Ended December 31,
	2022	2021
Net income (loss)	$134,948	$(194,801)
Noncontrolling interest in consolidated joint venture	(5,032)	16,501
Net income (loss) available to common shareholders and unit holders	$129,916	$(178,300)
Depreciation & amortization	208,494	220,211
Adjustments for noncontrolling interest	(3,346)	(11,069)
Pro rata adjustments from joint ventures	92	73
FFO available to common shareholders and unit holders	$335,156	$30,915
Right-of-use asset amortization	122	146
Non-cash lease expense	4,831	4,375
Pension settlement charge	1,894	1,379
(Gain) loss on other assets	469	(317)
Amortization of deferred financing costs	9,829	8,790
Amortization of debt discounts and premiums	989	(279)
Loss on extinguishment of debt	1,547	2,949
Adjustments for noncontrolling interest	(928)	(294)
Transaction costs of acquisitions	1,348	360
Deferred tax expense	8,244	4,006
Adjusted FFO available to common shareholders and unit holders	$363,501	$52,030
Capital expenditures⁽²⁾	(82,263)	(38,451)
Adjusted FFO available to common shareholders and unit holders (ex. maintenance capital)	$281,238	$13,579
Basic net income (loss) per share	$2.34	$(3.21)
Diluted net income (loss) per share	$2.33	$(3.21)
FFO available to common shareholders and unit holders per basic share/unit	$6.04	$0.56
Adjusted FFO available to common shareholders and unit holders per basic share/unit	$6.55	$0.94
FFO available to common shareholders and unit holders per diluted share/unit	$6.01	$0.56
Adjusted FFO available to common shareholders and unit holders per diluted share/unit	$6.52	$0.94

⁽¹⁾

We calculate ~~Adjusted Funds From Operations, or AFFO, to mean Net Income (Loss) (computed~~FFO, which definition is clarified by the National Association of Real Estate Investment Trusts (“NAREIT”) in its December 2018 white paper as net income (calculated in accordance with ~~generally accepted accounting principles, or~~ GAAP), excluding ~~to the extent the following adjustments occurred during the periods presented: non-controlling interests, and (gains) and losses from sales of property;~~ depreciation and amortization (excluding amortization of deferred financing costs and debt discounts), gains and losses from the sale of certain real estate assets, gains and losses from a change in control, impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciated real estate held by the entity, income (loss) from consolidated joint ventures attributable to noncontrolling interest, and pro rata adjustments ~~from~~for unconsolidated joint ~~ventures (which equals Funds From Operations, or FFO). We~~ventures. To calculate Adjusted FFO available to common shareholders and unit holders, we then exclude, to the extent the following adjustments occurred during the periods presented, impairment charges, write-offs of deferred financing costs, non-cash ground lease expense, amortization of debt discounts and amortization of deferred financing costs, pension settlement charges, additional pro rata adjustments from joint ventures, (gains) losses on other assets, and (gains) losses on extinguishment of debt and warrant settlements. Beginning in 2016, we exclude the impact of deferred income tax expense (benefit). We have also presented FFO and AFFO per basic share and diluted share. Each of these measures is a non-GAAP financial measure. We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding the performance of our ongoing operations because such presentation is a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items which we believe are not indicative of the performance of our underlying hotel properties. We believe that these items are more representative of our asset base than our ongoing operations. We also use AFFO as one measure in determining our results after taking into account the impact of our capital structure.presented:

right-of-use asset amortization;

impairment charges that do not meet the NAREIT definition above;

write-offs of deferred financing costs;

amortization of debt discounts or premiums and amortization of deferred financing costs;

(gains) losses on extinguishment of debt;

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non-cash lease expense;

credit loss on held-to-maturity securities;

pension settlement charges;

additional pro rata adjustments from joint ventures;

(gains) losses on other assets;

transaction costs of acquisitions;

deferred income tax expense (benefit); and

any other adjustments we have identified herein.

To calculate adjusted FFO available to common shareholders and unit holders (excluding maintenance capex), we then exclude FF&E reserve for managed properties and maintenance capital expenditures for non-managed properties. FFO available to common shareholders and unit holders, Adjusted FFO available to common shareholders and unit holders and Adjusted FFO available to common shareholders and unit holders (excluding maintenance capex) exclude the ownership portion of joint ventures not controlled or owned by the Company.

We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding the performance of our ongoing operations because each presents a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items which we believe are not indicative of the performance of our underlying hotel properties. We believe that these items are more representative of our asset base than our ongoing operations. We also use these non-GAAP financial measures as measures in determining our results after taking into account the impact of our capital structure.

(2)

Represents furniture, fixtures and equipment reserve for managed properties and maintenance capital expenditures fornon-managed properties. Note that during 2021, as a result of the COVID-19 pandemic, contributions to the FF&E reserve for managed properties were suspended, although we did make voluntary contributions to fund the rooms renovation at Gaylord National.

We caution investors that non-GAAP financial measures we present may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. The non-GAAP financial measures we present, and any related per share measures, should not be considered as alternative measures of our Net Income (Loss), operating performance, cash flow or liquidity. These non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties. Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as Net Income (Loss), Operating Income (Loss), or cash flow from operations.

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~~2018~~ 2023 NOTICE OF MEETING AND PROXY STATEMENT

Reconciliation of Consolidated Adjusted ~~EBITDA~~EBITDAre⁽¹⁾ to Net Income ~~and~~

~~Segment-Level Adjusted EBITDA~~⁽¹⁾ ~~to Operating Income~~

(Loss)

(in thousands)

Twelve Months Ended
December 31,
2017 2016
Consolidated

Revenue
$     1,184,719      $     1,149,207
Net income
$ 176,100      $ 159,366
Provision (benefit) for income taxes
(49,155)     3,400
Other (gains) and losses, net
(928)     (4,161)
Loss from joint ventures
4,402      2,794
Interest expense, net
54,233      52,406

Operating Income
184,652      213,805
Depreciation & amortization
111,959      109,816
Preopening costs
1,926      -
Non-cash ground lease expense
5,180      5,243
Equity-based compensation expense
6,636      6,128
Pension settlement charge
1,734      1,715
Impairment charges
35,418      -
Interest income on Gaylord National bonds
11,639      11,410
Pro rata adjusted EBITDA from joint ventures
(323)     -
Other gains and (losses), net
928      4,161
(Gain) loss on disposal of assets
1,090      (2,084)

Consolidated Adjusted EBITDA
$ 360,839      $ 350,194

Hospitality Segment

Revenue
$ 1,059,660      $ 1,039,643
Operating income
$ 188,299      $ 217,564
Depreciation & amortization
102,759      100,186
Preopening costs
308      -
Non-cash lease expense
5,119      5,243
Impairment charges
35,418      -
Interest income on Gaylord National bonds
11,639      11,410
Other gains and (losses), net
2,604      4,459
Gain on disposal of assets
-             (1,931)

Hospitality Segment Adjusted EBITDA
$ 346,146      $ 336,931

Entertainment Segment

Revenue
$ 125,059      $ 109,564
Operating income
$ 31,974      $ 27,980
Depreciation & amortization
7,074      7,034
Preopening costs
1,618      -
Non-cash lease expense
61      -
Equity-based compensation
805      711
Pro rata adjusted EBITDA from joint ventures
(323)     -
Other gains and (losses), net
(431)     -
Loss on disposal of assets
431      -

Entertainment Segment Adjusted EBITDA
$ 41,209      $ 35,725

	Twelve Months Ended December 31,
	2022		2021
Consolidated	$	Margin	$	Margin
Revenue	$1,805,969		$939,373
Net income (loss)	$134,948	7.5%	$(194,801)	(20.7)%
Interest expense, net	142,656		119,662
Provision for income taxes	38,775		4,957
Depreciation and amortization	208,616		220,357
(Gain) loss on sale of assets	327		(315)
Pro rata EBITDAre from unconsolidated joint ventures	89		73
EBITDAre	525,411	29.1%	149.933	16.0%
Preopening costs	532		737
Non-cash lease expense	4,831		4,375
Equity-based compensation expense	14,985		12,104
Pension settlement charge	1,894		1,379
Interest income on Gaylord National bonds	5,306		5,502
Loss on extinguishment of debt	1,547		2,949
Transaction costs of acquisitions	1,348		360
Adjusted EBITDAre	$555,854	30.8%	$177,339	18.9%
Adjusted EBITDAre of noncontrolling interest in consolidated joint venture	(15,309)		1,017
Consolidated Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture	$540,545	29.9%	$178,356	19.0%

⁽¹⁾

We calculate ~~Adjusted~~ EBITDA ~~we determine Operating Income,~~re, which ~~represents Net Income (Loss) determined~~is defined by NAREIT in its September 2017 white paper as net income (calculated in accordance with ~~GAAP,~~GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property or the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates. Adjusted EBITDAre is then calculated as EBITDAre, plus, to the extent the following adjustments occurred during the periods presented: ~~loss (income)~~

preopening costs;

non-cash lease expense;

equity-based compensation expense;

impairment charges that do not meet the NAREIT definition above;

credit losses on held-to-maturity securities;

any transaction costs of acquisitions;

interest income on bonds;

loss on extinguishment of debt;

pension settlement charges;

•

pro rata Adjusted EBITDAre from ~~discontinued operations, net; provision (benefit) for income taxes; other (gains) and losses, net; loss on extinguishment of debt; (income) loss from~~unconsolidated joint ventures; and interest expense, net. Adjusted EBITDA is then calculated as Operating Income, plus, to the extent the following adjustments occurred during the periods presented: depreciation and amortization; preopening costs; non-cash ground lease expense; equity-based compensation expense; impairment charges; any closing costs of completed acquisitions; interest income on Gaylord National bonds; other gains and (losses), net; (gains) losses on warrant settlements; pension settlement charges; pro-rata Adjusted EBITDA from joint ventures; (gains) losses on the disposal of assets; and any other adjustments we may identify. We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because this measure helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization) from our operating results.

any other adjustments we have identified herein.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] w SCAN TO VIEW MATERIALS & VOTE RYMAN HOSPITALITY PROPERTIES, INC. ONE GAYLORD DRIVE NASHVILLE, TN 37214 VOTE BY INTERNET - www.proxyvote.com or scan

We then exclude the ~~QR Barcode above Use~~pro rata share of Adjusted EBITDAre related to noncontrolling interests in consolidated joint ventures to calculate Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture.

We use EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture to evaluate our operating performance. We believe that the ~~Internet~~presentation of these non-GAAP financial measures provides useful information to ~~transmit your voting instructions~~investors regarding our operating performance and ~~for electronic delivery~~debt leverage metrics, and that the presentation of these non-GAAP financial measures, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. We make additional adjustments to EBITDAre when evaluating our performance because we believe that presenting Adjusted EBITDAre and Adjusted EBITDAre, excluding noncontrolling interest in consolidated joint venture provides useful information ~~up until 11:59 P.M. Eastern Time on May 2, 2018 (for shares~~to investors regarding our operating performance and debt leverage metrics.

We caution investors that non-GAAP financial measures we present may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the ~~Company’s 401(k) Savings Plan, the voting deadline is 11:59 P.M. Eastern Time on May 1, 2018). Have your proxy card in hand when you access the web site~~same manner. The non-GAAP financial measures we present, and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 2, 2018 (for shares in the Company’s 401(k) Savings Plan, the voting deadline is 11:59 P.M. Eastern Time on May 1, 2018). Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. E17234-P86457 RYMAN HOSPITALITY PROPERTIES, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain ! ! ! 1a. Michael J. Bender The Board of Directors recommends you vote FOR proposals 2 and 3. Against Abstain For ! ! ! ! ! ! 1b. Rachna Bhasin 2. To approve, on an advisory basis, the Company’s executive compensation. ! ! ! 1c. Alvin Bowles, Jr. 1d. Ellen Levine 1e. Fazal Merchant 1f. Patrick Q. Moore ! ! ! ! ! ! 1g. Robert S. Prather, Jr. 3. To ratify the appointment of Ernst & Young LLPrelated per share measures, should not be considered as the Company’s independent registered public accounting firm for fiscal year 2018. ! ! ! 1h. Colin V. Reed ! ! ! The Board of Directors does not have a recommendation for voting on the following proposal: For Against Abstain 4. A stockholder proposal requesting a spin-offalternative measures of our ~~Entertainment business. NOTE: Such~~Net Income (Loss), operating performance, cash flow or liquidity. These non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other business as may properly come before the meeting or any adjournment thereof. 1i. Michael I. Roth Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. V.1.1

~~Important Notice Regarding the Availability~~commitments and uncertainties. Although we believe that these non-GAAP financial measures can enhance an investor’s understanding of ~~Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E17235-P86457 RYMAN HOSPITALITY PROPERTIES, INC. Annual Meeting~~our results of Stockholders May 3, 2018 10:00 AM This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Colin V. Reed, Michael I. Roth and Scott J. Lynn, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of RYMAN HOSPITALITY PROPERTIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, Central Time on May 3, 2018, at the Gaylord Opryland Resort and Convention Center, 2800 Opryland Drive, Nashville, TN 37214, and any adjournment or postponement thereof. In their discretion the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. This proxy,operations, these non-GAAP financial measures, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. This proxy also provides voting instructions for shares held by Lincoln Financial Group, the Trustee for the Company’s 401(k) Savings Plan, and directs such Trustee to vote, as indicated on the reverse side of this card, any shares allocated to the account in this plan. The Trustee will vote these shares as you direct. The Trustee will vote allocated shares of the Company’s stock for which proxiesviewed individually, are not ~~received in direct proportion~~necessarily better indicators of any trend as compared to voting by allocated shares for which proxies are received. This card should be voted by 11:59 p.m. Eastern Time on May 1, 2018, for the Trustee to vote the plan shares. Continued and to be signed on reverse side V.1.1GAAP measures such as Net Income (Loss), Operating Income (Loss), or cash flow from operations.

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*~~Proposal 4:~~* ~~Stockholder Proposal Requesting a Spin-off of our Entertainment Business~~		19

Company Information		22
	Corporate Governance		22
	Committees of the Board		23 24
	Majority Voting Standard for Director Elections		26 27
	Director ~~Retirement Policy~~Refreshment		27
	Director Emeritus Program		27
	Director Commitments		28
	CEO Pay Ratio		27 28
	Compensation Clawback		28 30
	Board’s Role in Risk Oversight		29 30
	Information Security		31
	Environmental, Social and Governance		31
	Restrictions on Hedging and Pledging of Company Stock		30 33
	Proxy Solicitation		30 33
	Shareholder Outreach		33
	Communications with the Board of Directors		30 34


Name	Age	Director Since	Primary Occupation	Committee Memberships; Other Roles	Other Public Company Boards
*Michael J. Bender*	56	2004	President & CEO, Eyemart Express, LLC	Human Resources (Chair)	-
*Rachna Bhasin*	45	2016	Chief Business Officer, Magic Leap, Inc.	Audit	-
*Alvin Bowles Jr.*	44	2017	Head of Global Publisher Sales and Operations, Facebook, Inc.	Audit	-
*Ellen Levine*	75	2004	Editorial Consultant, Hearst Magazines	Human Resources; Nominating & CG	-


Name	Shares Owned⁽¹⁾			Director Deferred Restricted Stock Units⁽²⁾		Stock Options Exercisable		Total Shares Owned		% of Total Outstanding⁽³⁾
Colin Reed, NEO and Director		1,265,991⁽⁴⁾			-		-		1,265,991		2.5%
Michael Bender, Director		14,862			9,009		-		23,871		*
Rachna Bhasin, Director		2,946	⁽⁵⁾		-		-		2,946		*
Alvin Bowles, Director		1,312	⁽⁵⁾		-		-		1,312		*
Ellen Levine, Director		27,057	⁽⁵⁾		-		-		27,057		*
Fazal Merchant, Director		-			255		-		255		*
Patrick Moore, Director		-			6,343		-		6,343		*
Robert Prather, Director		3,960			21,881		-		25,841		*
Michael Roth, Director		36,168	⁽⁵⁾		-		-		36,168		*
Mark Fioravanti, NEO		163,147			-		-		163,147		*
Bennett Westbrook, NEO		19,466			-		-		19,466		*
Patrick Chaffin, NEO		22,253			-		-		22,253		*
Scott Lynn, NEO		10,118			-		-		10,118		*
All directors and executive officers (as a group)		1,577,471			37,488		-		1,614,959		3.2%
Vanguard Inc.		8,313,546	⁽⁶⁾		-		-		8,313,546		16.2%
GAMCO Investors, Inc.		5,308,623	⁽⁷⁾		-		-		5,308,623		10.4%
BlackRock, Inc.		4,626,347	⁽⁸⁾		-		-		4,626,347		9.0%


	12/12		12/13		12/14		12/15		12/16		12/17
Ryman Hospitality Properties, Inc.		100.00		114.33		151.13		155.58		201.00		231.31
S&P 500		100.00		132.39		150.51		152.59		170.84		208.14
FTSE NAREIT Equity REITs		100.00		102.47		133.35		137.61		149.33		157.14


	2017 Base Salary ($)	% Change from 2016 Base Salary
Colin Reed	925,000	8.8%
Mark Fioravanti	515,000	3.0%
Bennett Westbrook	386,250	3.0%
Patrick Chaffin	325,000	8.3%
Scott Lynn	325,000	8.3%


	Threshold Level		Target Level	Stretch Level
Mr. Reed		75%	150%		300%
Mr. Fioravanti		62.5%	125%		250%
Mr. Westbrook		50%	100%		200%
Mr. Chaffin		50%	100%		200%
Mr. Lynn		50%	100%		200%


	Calculated Short-Term Cash Incentive Compen- sation ($)		Additional Short- Term Cash Incentive Compen- sation ($)	Total Short- Term Cash Incentive Compen- sation⁽¹⁾ ($)
Mr. Reed		1,998,831	250,000		2,248,831
Mr. Fioravanti		937,480	-		937,480
Mr. Westbrook		562,488	-		562,488
Mr. Chaffin		468,426	-		468,426
Mr. Lynn		468,426	-		468,426


	Performance- Based RSU Awards⁽¹⁾ (#)		Annual Time- Based RSU Awards⁽²⁾ (#)
Mr. Reed		18,811		18,882
Mr. Fioravanti		5,813		5,835
Mr. Westbrook		2,906		2,917
Mr. Chaffin		2,445		2,455
Mr. Lynn		2,445		2,455


	2018 Base Salary ($)		% Increase from 2017 Base Salary
Colin Reed		925,000		-
Mark Fioravanti		530,450		3.0	%
Bennett Westbrook		397,838		3.0	%
Patrick Chaffin		334,750		3.0	%
Scott Lynn		344,500		6.0	%


	Threshold Level	Target Level		Stretch Level
Colin Reed	75%		150%	300%
Mark Fioravanti	62.5%		125%	250%
Bennett Westbrook	50%		100%	200%
Patrick Chaffin	50%		100%	200%
Scott Lynn	50%		100%	200%


	Performance- Based RSU Awards⁽¹⁾ (#)		Time- Based RSU Awards⁽²⁾ (#)
Colin Reed		16,823		17,929
Mark Fioravanti		5,360		5,712
Bennett Westbrook		2,680		2,856
Patrick Chaffin		2,255		2,403
Scott Lynn		2,320		2,473


Name and Principal Position (a)	Year (b)	Salary⁽¹⁾ ($) (c)		Bonus⁽²⁾ ($) (d)		Stock Awards⁽³⁾ ($) (e)		Option Awards ($) (f)	Non-Equity Incentive Plan Compen- sation⁽⁴⁾ ($) (g)		Change in Pension Value and Nonqual- ified Deferred Compen- sation Earnings ($) (h)	All Other Compen- sation⁽⁵⁾ ($) (i)		Total ($) (j)
*Colin Reed* Chairman & Chief Executive Officer	2017		907,830		250,000		2,565,253	-		1,998,831	-		103,104		5,825,018
	2016		838,599		241,393		2,124,995	-		1,258,607	-		70,498		4,534,092
	2015		782,830		156,544		2,110,036	-		1,343,456	-		66,555		4,459,421
*Mark Fioravanti* President & Chief Financial Officer	2017		511,676		-		792,722	-		937,480	-		39,857		2,281,735
	2016		494,368		-		750,025	-		618,169	-		38,773		1,901,335
	2015		469,407		63,817		1,265,263	-		536,183	-		36,155		2,370,825
*Bennett Westbrook* EVP & Chief Development Officer	2017		383,792		-		396,293	-		562,488	-		31,318		1,373,891
	2016		351,776		-		433,905	-		352,363	-		31,124		1,169,168
	2015		318,447		27,013		338,047	-		272,987	-		27,664		984,158
*Patrick Chaffin* SVP, Asset Management	2017		319,368		-		333,475	-		468,426	-		19,624		1,140,893
	2016		295,522		-		299,992	-		295,628	-		18,644		909,786
	2015		274,975		39,188		367,066	-		235,812	-		17,197		934,238
*Scott Lynn* SVP & General Counsel	2017		319,368		-		333,475	-		468,426	-		21,401		1,142,670
	2016		293,215		-		299,992	-		293,443	-		19,545		906,195
	2015		264,876		47,820		353,919	-		227,180	-		20,369		914,164


Name	Company Match to 401(k) Plan ($)^(a)		Company Match to SUDCOMP Plan ($)^(b)		Group Term Life ($)^(c)		Executive LTD ($)^(d)		Other ($)^(e)		Total ($)
Colin Reed		10,800		30,172		25,655		3,629		32,848		103,104
Mark Fioravanti		10,800		16,691		7,920		3,918		528		39,857
Bennett Westbrook		10,800		12,491		4,360		3,139		528		31,318
Patrick Chaffin		-		12,781		3,129		2,658		1,056		19,624
Scott Lynn		2,700		12,192		3,248		2,733		528		21,401


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾ (#)(i)		Grant Date Fair Value of Stock Awards⁽⁴⁾ ($)(j)
Name (a)	Grant Date (b)		Threshold ($)(c)		Target ($)(d)		Maximum ($)(e)		Threshold (#)(f)		Target (#)(g)		Maximum (#)(h)				Grant Date Fair Value of Stock Awards⁽⁴⁾ ($)(j)
Colin Reed				681,729		1,363,459		2,726,918		-		-		-		-		-
		2/22/17		-		-		-		9,406		18,811		28,217		-		1,315,265
		2/22/17		-		-		-		-		-		-		18,882		1,249,988
Mark Fioravanti				319,872		639,743		1,279,486								-		-
		2/22/17		-		-		-		2,907		5,813		8,720		-		406,445
		2/22/17		-		-		-		-		-		-		5,835		386,277
Bennett Westbrook				191,923		383,846		767,692		-		-		-		-		-
		2/22/17		-		-		-		1,453		2,906		4,359		-		203,188
		2/22/17		-		-		-		-		-		-		2,917		193,105
Patrick Chaffin				159,829		319,658		639,315		-		-		-		-		-
		2/22/17		-		-		-		1,223		2,445		3,668		-		170,954
		2/22/17		-		-		-		-		-		-		2,455		162,521
Scott Lynn				159,829		319,658		639,315		-		-		-		-		-
		2/22/17		-		-		-		1,223		2,445		3,668		-		170,954
		2/22/17		-		-		-		-		-		-		2,455		162,521


Grant Date	Vesting Date		Colin Reed		Mark Fioravanti		Bennett Westbrook		Patrick Chaffin		Scott Lynn
2/26/2014		2/26/2018		7,137		3,002		1,139		1,126		1,126
2/24/2015		3/15/2018		5,174		1,840		827		1,264		1,219
3/1/2015		3/15/2018		-		4,931		-		-		-
2/24/2016		3/15/2018		6,026		2,127		951		849		849
2/22/2017		3/15/2018		4,900		1,514		757		637		637
6/27/2016		6/27/2018		-		-		1,081		-		-
2/24/2015		3/15/2019		5,174		1,839		826		1,264		1,218
3/1/2015		3/15/2019		-		4,931		-		-		-
2/24/2016		3/15/2019		6,026		2,127		950		849		849
2/22/2017		3/15/2019		4,900		1,514		757		637		637
6/27/2016		6/27/2019		-		-		1,081		-		-
2/24/2016		3/15/2020		6,026		2,126		950		849		849
2/22/2017		3/15/2020		4,900		1,514		757		637		637
2/22/2017		3/15/2021		4,900		1,514		756		636		636

Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)	Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity for Non-PEO NEOs ($)	Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)	Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)	Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non- PEO NEOs ($)	Total – Inclusion of Equity Values for Non-PEO NEOs ($)
2022	1,130,257	(250,132)	—	(20,605)	—	—	859,520
2021	1,607,947	533,960	—	129,072	—	—	2,270,979
2020	572,570	(242,110)	—	(124,858)	—	—	205,602

	Most Important Financial Performance Measures
	Relative TSR (Outperformance of 2022 Compensation Peer Group)
	Relative TSR (Outperformance of Identified Companies within the FTSE NAREIT Lodging Resorts Index)
	Total Consolidated Revenue
	AFFO Available to Common Stockholders and Unit Holders
	Consolidated Adjusted EBITDAre Margin


Benefits and Payments Upon Termination	Termination for Cause or Resignation Without Good Reason ($)		Retirement ($)			Death or Disability ($)			Termination Without Cause or Resignation for Good Reason ($)			Termination Without Cause or Resignation for Good Reason Upon a Change of Control⁽¹⁰⁾ ($)
*Cash Severance*
Mr. Reed		-		-			-			4,367,214	⁽¹⁾		9,188,796	⁽²⁾
Mr. Fioravanti		-		-			-			1,133,169	⁽³⁾		4,154,313	⁽²⁾
Mr. Westbrook		-		-			-			738,613	⁽³⁾		2,552,532	⁽²⁾
Mr. Chaffin		-		-			-			-			1,241,256	⁽¹⁾
Mr. Lynn		-		-			-			-			1,236,886	⁽¹⁾
*Non-Equity Incentive Compensation*⁽⁴⁾
Mr. Reed		-		-			2,248,831			-			-
Mr. Fioravanti		-		-			937,480			937,480			-
Mr. Westbrook		-		-			562,488			562,488			-
Mr. Chaffin		-		-			-			-			-
Mr. Lynn		-		-			-			-			-
*Performance-Based RSU Accelerated Vesting*⁽⁵⁾
Mr. Reed		-		-			2,707,620			2,823,539			4,121,874
Mr. Fioravanti		-		-			940,519			419,435			1,401,658
Mr. Westbrook		-		-	��		428,731			188,632			649,064
Mr. Chaffin		-		-			334,795			-			524,759
Mr. Lynn		-		-			330,378			-			520,342
*Time-Based RSU Accelerated Vesting*⁽⁶⁾
Mr. Reed		-		-			3,807,350			2,715,040			3,807,350
Mr. Fioravanti		-		-			2,000,131			925,834			2,000,131
Mr. Westbrook		-		-			747,625			328,190			747,625
Mr. Chaffin		-		-			603,787			-			603,787
Mr. Lynn		-		-			597,506			-			597,506
*Other Benefits and Perquisites*
Mr. Reed		-		-			223,965	⁽⁷⁾		223,965	⁽⁷⁾		223,965	⁽⁷⁾
Mr. Fioravanti		-		-			-			-			41,157	⁽⁸⁾
Mr. Westbrook		-		-			-			-			70,857	⁽⁸⁾
Mr. Chaffin		-		-			-			-			41,258	⁽⁹⁾
Mr. Lynn		-		-			-			-			41,258	⁽⁹⁾


	Required Ownership (#)		Shares Owned⁽¹⁾ (#)
Michael Bender		6,000		23,871
Rachna Bhasin		6,000		2,946
Alvin Bowles		6,000		1,312
Ellen Levine		6,000		27,057
Fazal Merchant		6,000		-
Patrick Moore		6,000		6,033
Robert Prather		6,000		25,841
Michael Roth		6,000		36,168


Description of Services	2017 Fees ($)	2016 Fees ($)
Audit Fees	1,374,274		1,245,557
Audit-Related Fees	66,411		191,998
Tax Fees	317,930		281,630
All Other Fees	-		-

Total:	1,758,615		1,719,185