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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x	Definitive Proxy Statement	
 
¨	Definitive Additional Materials	
 
¨	Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12	
Ryman Hospitality Properties, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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March 28, 2014
Dear Fellow Stockholder:
I am pleased to invite you to attend the 2014 Annual Meeting of Stockholders of Ryman Hospitality Properties, Inc., which will be held at 10:00 a.m. local time on Thursday, May 8, 2014 at the Gaylord Palms Resort and Convention Center in Kissimmee, Florida. The doors will open at 9:30 a.m. local time. Our directors and management team will be available to answer questions.
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 2013 Annual Report to Stockholders, which is not a part of our proxy solicitation materials, is also enclosed. We encourage you to read our Annual Report.
We hope you will be able to join us. Whether or not you plan to attend, you can ensure your shares are represented and voted at the 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 meeting, you may continue to have your shares voted as instructed in the proxy, or you may withdraw your proxy at the 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 meeting.
Sincerely,

Colin V. Reed
Chief Executive Officer, President & Chairman of the Board of Directors

 
Page Intentionally Blank

 

 	
2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Ryman Hospitality Properties, Inc.
Notice of Annual Meeting of Stockholders

 
Thursday, May 8, 2014
10 a.m. local time	 	 
Gaylord Palms Resort & Convention Center
6000 West Osceola Parkway
Kissimmee, FL 34746
 	  	 
Record Date
The close of business
March 19, 2014
 	
Items of Business
 
•	 	To elect the eight (8) nominees identified in this proxy statement for a one-year term as directors;	

•	 	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 2014; 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 the Internet or in person at the meeting.
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 logging on to the Internet — even if you plan to attend the meeting. 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 5. Most stockholders vote by proxy and do not attend the meeting in person. However, you are entitled to attend the meeting if you were a stockholder of record or a beneficial holder as of the close of business on March 19, 2014, 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 28, 2014

 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 8, 2014. This proxy statement and our 2013 annual report to stockholders are available on the internet at:
 
www.rymanhp.com/investorrelations/proxymaterials.htm
 
On this site, you will be able to access this proxy statement, our 2013 annual report to stockholders and our annual report on Form 10-K for the fiscal year ended December 31, 2013, and all amendments or supplements (if any).

 	
2014 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	  	  	 	
  Company Highlights	  	 	2	  	  	 	
  Compensation Highlights	  	 	3	  	  	 	
  Corporate Governance Highlights	  	 	4	  	  	 	
 	 	 	
Questions and Answers About How to Vote Your Shares	  	 	5	  	  	 	
 	 	 	
Proposals	  	 	9	  	  	 	
  Proposal 1:  Election of the Eight Nominees for Director Identified in this Proxy Statement	  	 	9	  	  	 	
  Proposal 2:  Advisory Vote on Executive Compensation	  	 	13	  	  	 	
  Proposal 3: Ratification of Independent Registered Public Accounting Firm	  	 	15	  	  	 	
 	 	 	
Company Information	  	 	16	  	  	 	
  Corporate Governance	  	 	16	  	  	 	
  Committees of the Board	  	 	17	  	  	 	
  Majority Voting Standard for Director Elections	  	 	20	  	  	 	
  Compensation Clawback	  	 	20	  	  	 	
  Board’s Role in Risk Oversight	  	 	21	  	  	 	
  Recent Changes in Company Policies	  	 	22	  	  	 	
  Communications with the Board of Directors	  	 	22	  	  	 	
 	 	 	
Stock Ownership	  	 	23	  	  	 	
  Beneficial Ownership of Directors, Executive Officers and Large Stockholders Table	  	 	23	  	  	 	
 	 	 	
Compensation Discussion and Analysis	  	 	25	  	  	 	
  Executive Summary	  	 	25	  	  	 	
  Our Compensation Program	  	 	29	  	  	 	
  2013 Compensation Decisions	  	 	30	  	  	 	
  Other Compensation Information	  	 	35	  	  	 	
  2014 NEO Compensation	  	 	37	  	  	 	
 	 	 	
Human Resources Committee Report	  	 	39	  	  	 	

 	
2014 NOTICE OF MEETING AND PROXY STATEMENT    	

 	 	 	 	 	 	 	
Executive Compensation	  	 	40	  	  	 	
  2013 Summary Compensation Table	  	 	40	  	  	 	
 	 	 	
Grants of Plan-Based Awards	  	 	42	  	  	 	
  2013 Grants of Plan-Based Awards Table	  	 	42	  	  	 	
 	 	 	
Outstanding Equity Awards at 2013 Fiscal Year End	  	 	43	  	  	 	
  Outstanding Equity Awards at 2013 Fiscal Year End Table	  	 	43	  	  	 	
 	 	 	
2013 Option Exercises and Stock Vested	  	 	45	  	  	 	
  2013 Option Exercises and Stock Vested Table	  	 	45	  	  	 	
 	 	 	
Other Compensation Information	  	 	46	  	  	 	
  Pension Benefits	  	 	46	  	  	 	
  Nonqualified Deferred Compensation	  	 	46	  	  	 	
  Nonqualified Deferred Compensation Table for 2013	  	 	46	  	  	 	
 	 	 	
Potential Payments on Termination or Change of Control	  	 	48	  	  	 	
  Employment and Severance Agreements	  	 	48	  	  	 	
  Description of Potential Payments on Termination or Change of Control	  	 	48	  	  	 	
  Summary of Potential Payments on Termination or Change of Control	  	 	52	  	  	 	
 	 	 	
Director Compensation	  	 	54	  	  	 	
  Cash Compensation	  	 	54	  	  	 	
  Equity-Based Compensation	  	 	54	  	  	 	
  Director Stock Ownership Guidelines	  	 	54	  	  	 	
  2013 Non-Employee Director Compensation Table	  	 	55	  	  	 	
 	 	 	
Certain Transactions	  	 	56	  	  	 	
 	 	 	
Section 16(a) Beneficial Ownership Reporting Compliance	  	 	56	  	  	 	
 	 	 	
Equity Compensation Plan Information	  	 	56	  	  	 	
 	 	 	
Our Independent Registered Public Accounting Firm	  	 	57	  	  	 	
  Appointment of Ernst & Young LLP	  	 	57	  	  	 	
  Fee Information	  	 	57	  	  	 	
 	 	 	
Audit Committee Report	  	 	58	  	  	 	

 	
2014 NOTICE OF MEETING AND PROXY STATEMENT    	

 	 	 	 	 	 	 	
Submitting Stockholder Proposals and Nominations for 2015 Annual Meeting	  	 	59	  	  	 	
  Stockholder Proposals	  	 	59	  	  	 	
  Nominations of Board Candidates	  	 	59	  	  	 	
 	 	 	
Discretionary Voting of Proxies on Other Matters	  	 	60	  	  	 	
 	 	 	
Appendix A – Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures	  	 	A-1	  	  	 	

 	
2014 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 2013 financial performance, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

  Ryman Hospitality Properties, Inc. Annual Meeting of Stockholders

 	 	 	
  Time and Date:	  	10:00 a.m., local time, May 8, 2014	
  Place:	  	Gaylord Palms Resort & Convention Center
6000 West Osceola Parkway
Kissimmee, FL 34746	
  Record Date:	  	March 19, 2014	
  Number of Common Shares Eligible to Vote at
  the Meeting (and Record Holders) as of the
  Record Date:	  	50,754,063 (1,932 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 28, 2014	
Voting Matters

Matter	  	Board Recommendation	  	Page Reference	
  Proposal 1:    	 	Election of Eight Nominees for Director Identified in this Proxy Statement	  	FOR each director nominee	  	                  9                   	
  Proposal 2:    	 	Advisory Vote on Executive Compensation	  	FOR	  	                  13                   	
  Proposal 3:    	 	Ratification of Independent Registered Public Accounting Firm for 2014	  	FOR	  	                  15                   	
Director Nominees
 	 	 	 	 	 	 	 	 	 	 	
Name
 	 	Age
 	 	Director
Since
 	 	Primary Occupation
 	 	Committee
Memberships;
Other Roles	 	Other Public
Company Boards
 	
  Michael J. Bender	 	52	 	2004	 	EVP & President, West
Business Unit, Wal-Mart
Stores, Inc.	 	Audit (Chair)	 	-	
  E. K. Gaylord II	 	56	 	1977	 	Private Investor	 	Audit	 	-	
  D. Ralph Horn	 	73	 	2001	 	Retired Chairman,
First Horizon
National Corporation	 	Independent Lead

Director; Human
Resources;
Nominating & CG
(Chair)	 	Mid-America

Apartment
Communities, Inc.
(co-lead director)	
  Ellen Levine	 	71	 	2004	 	Editorial Director,
Hearst Magazines	 	Human Resources;

Nominating & CG	 	-	
  Robert S. Prather, Jr.	 	69	 	2009	 	President & CEO,
Heartland Media, LLC	 	Audit	 	Diebold, Inc.; GAMCO

Investors, Inc.;
Southern Community
Newspapers, Inc.	
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	

Name
 	 	Age
 	 	Director
Since
 	 	Primary Occupation
 	 	Committee
Memberships;
Other Roles	 	Other Public
Company Boards
 	
  Colin V. Reed	 	66	 	2001	 	Chief Executive Officer,
President and Chairman of the Board, Ryman Hospitality Properties, Inc.	 	-	 	First Horizon National

Corporation	
  Michael D. Rose	 	72	 	2001	 	Private Investor	 	Audit (Financial

Expert)	 	Darden Restaurants,

Inc.; General Mills, Inc.	
  Michael I. Roth	 	68	 	2004	 	Chairman and Chief Executive Officer, Interpublic Group of
Companies	 	Human Resources

(Chair); Nominating
& CG	 	Interpublic Group of

Companies; Pitney
Bowes, Inc. (non-
executive chairman)	
Company Highlights
We have delivered significant value to our stockholders over the last one, three and five years, based on total stockholder return, or TSR. During 2013, we focused on returning capital to our stockholders in the form of dividends and repurchases of our common stock (described more fully below).

Operating highlights in 2013 include:
 
•	 	Following a series of restructuring transactions in 2012 (including the sale of management rights to our Gaylord Hotels properties to Marriott International), we began operating as a real estate investment trust, or REIT, on January 1, 2013.	
•	 	We faced a particularly challenging operating environment in 2013 due to an overall weakness in the large group hospitality sector in which we focus, as well as difficulties relating to the management transition of our hotel properties. During the year, we spent a great deal of time and effort working jointly with Marriott to improve performance in key areas such as sales and cost savings initiatives.	
•	 	Despite these difficulties, in 2013 we achieved the following:	
 	•	 	Adjusted Funds From Operations, or AFFO (as defined in Appendix A), of $174.8 million, or AFFO per basic share of $3.42.	
 	•	 	AFFO excluding REIT conversion costs (as defined in Appendix A) of $190.2 million, or AFFO excluding REIT conversion costs per basic share of $3.72.	
 	•	 	As outlined above, we returned approximately $200 million of capital to our stockholders in 2013 by:	
 	•	 	paying approximately $100 million of dividends on our common stock (including the fourth quarter dividend paid in early 2014 to holders of record as of December 27, 2013); and	
 	•	 	repurchasing approximately $100 million in shares of our common stock during 2013.	
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
 	•	 	We successfully refinanced our $1.0 billion credit facility, which now expires in 2017, and issued $350 million in 5% senior notes, maturing in 2021. We also repurchased approximately $100 million in fair market value of our convertible senior notes (approximately $55 million in principal amount) and redeemed approximately $150 million of our previously outstanding 6.75% senior notes.	
 	•	 	We believe that, as a result of our efforts in 2013, we are better able to meet our corporate objectives of increasing funds available for distribution to our stockholders and creating long-term stockholder value.	
Compensation Highlights
Compensation Objectives and Programs
 
 	•	 	Objectives. In order to achieve our corporate objectives, we provide for a range of compensation levels for our named executive officers, or NEOs, with the intent of rewarding strong performance and reducing compensation when our performance objectives are not achieved.	
 	•	 	Base Salary. Even after the meaningful voluntary reductions in base salaries and cash perquisites that Mr. Reed (our CEO), Mr. Fioravanti and Mr. Westbrook agreed to, effective as of January 1, 2013, base salaries for these officers remained unchanged for the remainder of 2013.  For 2013, base salary represented approximately 18% of our CEO’s total compensation package and (on average) approximately 40% of our other NEOs’ total compensation package (calculated in the manner described on page 28).	
 	•	 	Short-Term Cash Incentive Compensation. Our annual short-term cash incentive program, which emphasizes our annual profitability (as well as, in the case of our CEO, designated strategic objectives), requires the achievement of a meaningful financial threshold, AFFO, before any incentives are paid. In 2013, annual short-term cash incentives were paid at 92.5% of the “target” payout level for Mr. Reed and at 90% of the “target” payout level for the other NEOs (with additional discretionary awards made to Mr. Reed, Mr. Fioravanti, Mr. Chaffin and Mr. Lynn for their efforts in helping us to meet our strategic objectives in 2013, as more fully described below).  For 2013, short-term cash incentive compensation (assuming performance at the “target” payout level) represented approximately 27% of our CEO’s total compensation package and (on average) approximately 26% of our other NEOs’ total compensation package (calculated in the manner described on page 28).	
 	•	 	Long-Term Equity Incentive Compensation. All long-term incentive awards delivered to NEOs in 2013 were in the form of equity-based compensation, which were paid to each NEO in the form of time-based and performance-based restricted stock units, or RSUs. Specifically,	
 	•	 	We granted performance-based RSUs that are earned based on a meaningful level of achievement of TSR performance over the three-year performance cycle, relative to our peers. Of the total equity-based compensation to each NEO in 2013, 50% was in the form of performance-based RSUs (measured based on grant date fair value).	
 	•	 	We granted time-based RSUs that vest ratably over a 4 year vesting period beginning in 2014. Of the total equity-based compensation to each NEO in 2013, 50% was in the form of time-based RSUs (measured based on grant date fair value).	
 	•	 	We no longer use stock options as a component of our long-term equity incentive plan; we believe awarding only RSUs better aligns the interests of our executives and stockholders, encourages retention and is consistent with our peers’ compensation practices.	
For 2013, long-term equity incentive compensation represented approximately 54% of our CEO’s total compensation package and (on average) approximately 32% of our other NEOs’ total compensation package (calculated in the manner described on page 28) .
 	•	 	Executive-Level Perquisites. We provide modest executive-level perquisites not generally payable to our employees. For 2013, executive-level perquisites not generally payable to our other employees represented approximately 1% of our CEO’s total compensation package and (on average) approximately 2% of our other NEOs’ total compensation package (calculated in the manner described on page 28).	
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Good Compensation Practices
 
 	•	 	We tie pay to performance in a manner that we believe advances our stockholders’ interests by paying the significant majority of our NEOs’ total compensation opportunities in the form of variable compensation.	
 	•	 	We utilize performance-based RSUs tied to TSR, and we do not have minimum payment levels under performance-based RSUs.	
 	•	 	The employment and severance arrangements for our NEOs and other executive officers require a “double trigger” (requiring both a change of control and termination of employment) for change of control severance payments.	
 	•	 	No tax gross-ups are provided in connection with any severance payments to our NEOs.	
 	•	 	Our Human Resources Committee retains AonHewitt, a leading independent compensation consultant.	
 	•	 	We conduct an annual “say-on-pay” advisory vote.	
 	•	 	We have experienced strong say-on-pay support, with stockholder approval levels at our annual say-on-pay advisory vote at approximately 90% (excluding broker non-votes) in each of 2013, 2012 and 2011.	
Corporate Governance Highlights
Independent, Attentive Board
 
 	•	 	All independent directors, other than our CEO (7 of 8).	
 	•	 	We have an independent Lead Director and conduct regular sessions of non-management directors.	
 	•	 	Our three active standing board committees are comprised solely of independent directors.	
 	•	 	All of our directors 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.	
 	•	 	Board oversight of risk management.	
 	•	 	Annual Board and committee self-evaluations.	
 	•	 	Board orientation for new members and ongoing continuing director education.	
Good Governance Practices
 
 	•	 	Annual election of all directors.	
 	•	 	Majority voting standard in uncontested director elections.	
 	•	 	Meaningful executive and non-employee director stock ownership guidelines, with all NEOs and non-employee directors currently in compliance with the guideline applicable to them (after taking into account compliance grace periods for our recently-appointed NEOs).	
 	•	 	Stock retention guidelines which require all NEOs and non-employee directors not meeting the applicable stock ownership guideline (regardless of the compliance grace period) to hold 50% of the net shares received in any stock option exercise or RSU vesting transaction.	
 	•	 	No stockholder rights plan.	
 	•	 	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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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
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.

 
 	 	 	 	 	
Q.	 	Who can vote at the Annual Meeting?	
 	 	
A.	 	You may vote if you were a holder of record of shares of our common stock at the close of business on March 19, 2014 (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, log onto www.proxyvote.com to transmit your voting instructions up until 11:59 p.m. Eastern time on May 7, 2014 (for shares in our 401(k) plan, the voting deadline is 11:59 p.m. Eastern time on May 6, 2014). Have your proxy card in hand when you access the website 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 using a touch-tone telephone up until 11:59 p.m. Eastern time on May 7, 2014 (for shares in our 401(k) plan, the voting deadline is 11:59 p.m. Eastern time on May 6, 2014). 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 eight nominees for director identified in this proxy statement
 	
 	 	2	 	 
Advisory vote on executive compensation

3
 	 	 
Ratification of independent registered public accounting firm for 2014
 	
 	 	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 your instructions. If you do not give	

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	

 	 	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.”	
 	 	 	 	 	
Q.	 	 
Which matters to be presented at the Annual Meeting are discretionary items and may be voted upon by a broker?	
A.	 	 
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) and Proposal 2 (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 or 2. 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 or 2.
 
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 6, 2014. 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 25,377,032 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.	

 
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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 we believe that additional time should be allowed 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 to exercise effectively 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 FOR each of the following proposals:
 	
 	 	    Proposal    
 	 	Matter
 	
 	 	1	 	 
Election of the eight nominees for director identified in this proxy statement
 	
 	 	2	 	 
Advisory vote on executive compensation
 	
 	 	3	 	 
Ratification of independent registered public accounting firm for 2014

 
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 Annual Meeting and voting your shares in person.	

 	 	 	 	 	
Q.	 	Who will count the votes?	
 	 	
A.	 	Representatives of Broadridge will count the votes and act as the independent inspectors of the election.	
 	 	 	 	 	
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 FOR each of the following proposals:
 	
 	 	    Proposal    
 	 	Matter
 	
 	 	1	 	 
Election of the eight nominees for director identified in this proxy statement
 	
 	 	2	 	 
Advisory vote on executive compensation
 	
 	 	3	 	 
Ratification of independent registered public accounting firm for 2014

Q.	 	 
How will the proxies vote on any other business brought up at the Annual Meeting?	
 	 	
A.	 	We are not aware of any 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, D. Ralph Horn 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 FOR all of the director nominees;	
               •	  	Vote FOR specific director nominees;	
               •	  	Vote AGAINST all of the director nominees;	
               •	  	Vote AGAINST specific director nominees;	

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               •	  	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 eight 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 Board.	

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), you may:	

•          Vote FOR the proposal;
•          Vote AGAINST the proposal; or
•          ABSTAIN from voting.
 
If you abstain from voting on such proposal, 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.	

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
eight nominees
for director identified in
this proxy statement)
 	  	Majority of votes cast (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	

Q.	 	How is this proxy solicitation being conducted?	
 	 	
A.	 	 
We will bear the cost of soliciting proxies for the meeting. We have retained Morrow & Co., LLC to assist in the solicitation and will pay approximately $6,000 for its assistance. Our officers and employees may also solicit proxies by mail, telephone, e-mail or facsimile transmission. They will not be reimbursed 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 material to beneficial owners of shares of our common stock.	

 
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Proposals
Proposal 1 (Election of the Eight Nominees for Director Identified in this Proxy Statement)
The information below about the business background of each nominee has been provided by each nominee. All nominees 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 2015 or until his or her respective successor is duly elected and qualified, or until his or her earlier resignation or removal.
The names of the nominees, 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.

 
 	 	 	 	
Michael J. Bender
 	 	 	 	
EVP and President, West Business Unit of retailer Wal-Mart Stores, Inc., with overall responsibility for a group of stores in the western U.S., since February 2011; 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 business organizations brings financial, accounting and operational expertise.
 	 	
 	 	Current Directorships:  None
 	 	 	
 	 	Former Directorships:  None
 	 	 	 	
 	 	Age:  52
 	 	 	 	 	
 	 	Director since:  2004

 

E. K. Gaylord II
 	 	 	 	
President, Eleven Sands Exploration, a privately-held energy company, since 2000; Chairman, E. K. Capital, a privately-held investment company, since 2000; Chairman of Medtrust Online, a privately-held healthcare services firm, since 2007; President, Oklahoma Publishing Company, a privately-held media company, June 1994 to December 2002. Mr. Gaylord served as our Chairman of the Board from May 1999 to April 2001, and he served as our interim President and Chief Executive Officer from July 2000 until September 2000, as well as Vice-Chairman of our Board from May 1996 to May 1999.	 	Qualifications:  Mr. Gaylord’s years of service as an officer and director of our company provide him with a deep knowledge of our business and give him insights into the challenges and opportunities we face.
 	 	
 	 	Current Directorships:  None
 	 	 	
 	 	Former Directorships:  None
 	 	 	 	
 	 	Age:  56
 	 	 	 	 	
 	 	Director since:  1977

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D. Ralph Horn
 	 	 	 	
Chairman of the Board, First Tennessee National Corporation (now First Horizon National Corporation), a financial services company, 1996 to December 2003; Chief Executive Officer, First Tennessee National Corporation, 1994 to 2002; President, First Tennessee National Corporation, 1991 to 2001. Mr. Horn currently serves as our independent Lead Director.	 	Qualifications:  Mr. Horn’s extensive experience as a chief executive officer and chairman of a large financial services company provides knowledge in corporate finance and strategic planning. Mr. Horn also has considerable corporate governance experience through years of service on the boards of other public companies, including REITs.
 	 	
 	 	Current Directorships:  Mid-America Apartment Communities, Inc. (co-lead director)
 	 	 	
 	 	Former Directorships:  None
 	 	 	 	
 	 	Age:  73
 	 	 	 	 	
 	 	Director since:  2001

 

Ellen Levine
 	 	 	 	
Editorial Director, Hearst Magazines, a media and publishing company, since 2006; 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) and in founding  Food Network Magazine  in 2009.	 	Qualifications:  Ms. Levine’s service as an executive at a large media and publishing company provides experience in the media and entertainment industries.
 	 	
 	 	Current Directorships:  None
 	 	 	
 	 	Former Directorships:  Finlay Enterprises, Inc.
 	 	 	 	
 	 	Age:  71
 	 	 	 	 	
 	 	Director since:  2004

 

Robert S. Prather, Jr.
 	 	 	 	
President and Chief Executive Officer, Heartland Media, LLC, a television broadcasting company, since June 2013; 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.	 	Qualifications:  Mr. Prather’s history as a media executive provides 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, Inc.; GAMCO Investors, Inc.; Southern Community Newspapers, Inc.
 	 	 	
 	 	Former Directorships:  Gray Television, Inc.
 	 	 	 	
 	 	Age:  69
 	 	 	 	 	
 	 	Director since:  2009

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Colin V. Reed
 	 	 	 	
Chairman of our Board since May 2005; our Chief Executive Officer since April 2001; our President since November 2012 and from April 2001 to November 2008; Member, three-executive Office of the President, 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 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 Chairman of our Board and CEO, as well as his many years of experience in the hospitality industry, provides him with deep knowledge of our operations and gives him unique insights into the challenges and opportunities we face.
 	 	
 	 	Current Directorships:  First Horizon National Corporation
 	 	
 	 	Former Directorships:  None
 	 	 	
 	 	Age:  66
 	 	 	 	
 	 	Director since:  2001

 

Michael D. Rose
 	 	 	 	
Chairman, Midaro Investments, a privately-held investment firm, since 1998; Chairman of the Board of Directors, First Horizon National Corporation, January 2007 to December 2012; Chairman of the Executive Committee of our Board, May 2005 to May 2009; Chairman of our Board, April 2001 to May 2005; Chairman of the Board of Directors, Harrah’s Entertainment, Inc., 1995 to 1996; Chairman of the Board of Directors, Promus Hotel Corporation (formerly the Promus Companies, Incorporated), a hospitality company, 1990 to 1997; Chief Executive Officer, Promus Companies, Incorporated, 1990 to 1994.	 	Qualifications:  Mr. Rose’s previous service as our Chairman and his experience as a chief executive officer provide him with considerable knowledge of our industry. He is an audit committee financial expert based on his experience supervising a company’s principal financial and accounting officers. He also has considerable corporate governance experience through years of service on the boards of other public companies, including REITs.
 	 	
 	 	Current Directorships:  Darden Restaurants, Inc.; General Mills, Inc.
 	 	 	
 	 	Former Directorships:  First Horizon National Corporation
 	 	 	 	
 	 	Age:  72
 	 	 	 	 	
 	 	Director since:  2001

 

Michael I. Roth
 	 	 	 	
Chairman (since July 2004) and Chief Executive Officer (since January 2005), The Interpublic Group of Companies, a global marketing services company; Chairman of the Board and Chief Executive Officer, The MONY Group Inc. (and its predecessor entities), a financial services company, 1997 to 2004.	 	Qualifications:  Mr. Roth’s experience as a chief executive officer of public companies gives him valuable knowledge and perspective and allows him to bring a variety of viewpoints to Board deliberations.
 	 	
 	 	Current Directorships:  The Interpublic Group of Companies; Pitney Bowes, Inc. (non-executive chairman)
 	 	 	
 	 	Former Directorships:  None
 	 	 	 	
 	 	Age:  68
 	 	 	 	 	
 	 	Director since:  2004

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Proposal 1 (Election of the Eight Nominees for Director Identified in this Proxy Statement) 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. Any director nominee who is not an incumbent director who does not receive a majority vote will not be elected to 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.
Board Meetings in 2013 and Director Attendance
In 2013 the Board met five times. In 2013 all directors 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.
 
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Proposal 2 (Advisory Vote on Executive Compensation)
Consistent with Section 14A of the Securities Exchange Act of 1934, we are presenting a proposal that gives stockholders the opportunity to cast an advisory (non-binding) vote on our executive compensation for our named executive officers, or NEOs, by voting for or against it. At our 2011 Annual Meeting, stockholders were asked to vote on whether the say-on-pay vote should be held annually, every two years or every three years. Our stockholders strongly indicated a preference for holding such a vote on an annual basis. Our Board determined, as a result of this vote, that we would hold an advisory (non-binding) vote to approve our executive compensation annually.
The discussion below describes our compensation programs and goals and sets forth our recommendation with respect to the say-on-pay proposal. For more information on our compensation program and goals, and the compensation paid to our NEOs in 2013, please see the  Compensation Discussion and Analysis  beginning on page 25 of this proxy statement.

 
Our executive compensation programs are designed to attract, retain and motivate qualified, knowledgeable executives who are capable of performing their responsibilities. In designing our executive compensation programs, our goals are to ensure that:
 
•	 	A significant portion of the total compensation paid to each NEO is in the form of “at risk” pay in order to create proper incentives  for our executives to achieve corporate and individual objectives and  maximize stockholder value  over the long-term;	
•	 	A strong pay-for-performance philosophy synchronizes incentive payments with actual financial and business results relative to performance expectations;	
•	 	Our pay decisions must be transparent to all stakeholders and tethered to sound governance measures; and	
•	 	Total compensation opportunity throughout our organization should be market competitive to support recruitment and retention.	
Our corporate objectives are to continue to increase funds available for distribution to stockholders and to create long-term stockholder value. Consistent with these goals and objectives, and as discussed in the  Compensation Discussion and Analysis beginning on page 25 of this proxy statement, 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. Key features of our executive compensation program, and an overview of 2013 executive compensation, are as follows:
 
•	 	Base Salary— Even after the meaningful voluntary reductions in base salaries and cash perquisites that Mr. Reed (our CEO), Mr. Fioravanti and Mr. Westbrook agreed to, effective as of January 1, 2013, base salaries for these officers remained unchanged for the remainder of 2013.  For 2013, base salary represented approximately 18% of our CEO’s total compensation package and (on average) approximately 40% of our other NEOs’ total compensation package (calculated in the manner described on page 28).	
•	 	Short-Term Cash Incentive Compensation—Our annual short-term cash incentive compensation plan, which emphasizes our annual profitability (as well as, in the case of our CEO, strategic objectives determined by our Board), requires the achievement of a meaningful financial threshold, AFFO (as defined in Appendix A), before any incentives are paid. In 2013, annual short-term cash incentives were paid at 92.5% of the “target” payout level for Mr. Reed and at 90% of the “target” payout level for the other NEOs (with additional discretionary awards made to Mr. Reed, Mr. Fioravanti, Mr. Chaffin and Mr. Lynn for their efforts in helping us to meet our strategic objectives, as more fully described below).  For 2013, short-term cash incentive compensation (assuming performance at the “target” payout level) represented approximately	

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
 	 	27% of our CEO’s total compensation package and (on average) approximately 26% of our other NEOs’ total compensation package (calculated in the manner described on page 28).	
•	 	Long-Term Equity Incentive Compensation—All long-term incentive awards delivered to NEOs in 2013 were in the form of equity-based compensation, which were paid to each NEO in the form of time-based and performance-based restricted stock units, or RSUs. Specifically,	
 	•	 	We granted performance-based RSUs that are earned based on a meaningful level of achievement of our total stockholder return, or TSR, performance over the three-year performance cycle, relative to our peers. Of the total equity-based compensation to each NEO in 2013, 50% was in the form of performance-based RSUs (based on grant date fair value).	
 	•	 	We granted time-based RSUs that vest ratably over a 4 year vesting period beginning in 2014. Of the total equity-based compensation to each NEO in 2013, 50%	

 	 	was in the form of time-based RSUs (based on grant date fair value).	
 	•	 	We have eliminated stock options as a component of our long-term equity incentive plan; we believe that awarding only RSUs better aligns the interests of our executives and stockholders, encourages retention of our executives and is consistent with the compensation practices of our peers.	
For 2013, long-term equity compensation represented approximately 54% of our CEO’s total compensation package and (on average) approximately 32% of our other NEOs’ total compensation package (calculated in the manner described on page 28).
 	•	 	Executive-Level Perquisites—We provide modest executive-level perquisites not generally payable to all employees.  For 2013, these executive-level perquisites represented approximately 1% of our CEO’s total compensation package and (on average) approximately 2% of our other NEOs’ total compensation package (calculated in the manner described on page 28).	

 
Proposal 2 (Advisory Vote on Executive Compensation) Voting Recommendation
We are asking our stockholders to indicate their approval, on an advisory basis, of the compensation of our NEOs as disclosed in this proxy statement.
Accordingly, we will ask 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 the Compensation 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 named executive officers as disclosed in this proxy statement.
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Proposal 3 (Ratification of Independent Registered Public Accounting Firm)
Proposal 3 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 2014 fiscal year. You can find more information about our relationship with Ernst & Young LLP on page 57 of this proxy statement.

 
Proposal 3 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 2014 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.

 
Proposal 3 (Ratification of Independent Registered Public Accounting Firm) 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 2014.
 
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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 five meetings during 2013. All directors 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.
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 website at  www.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 at  www.rymanhp.com  (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
The Board believes that Mr. Reed’s 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 knowledge of our industry as well as 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 that it is also important to have an independent Lead Director who will play an active role and oversee many of the functions that an independent chair would otherwise perform. The Board has adopted a description of the duties of the Lead Director, which is posted on our website at  www.rymanhp.com  (under “Corporate Governance” on the Investor Relations page). Pursuant to this job description, the Chairman of the Nominating and Corporate Governance Committee serves as the company’s Lead Director, and that individual is currently D. Ralph Horn. Some of the primary functions of our 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;	
•	 	To coordinate and develop the agenda for and chair executive sessions of the independent directors;	
•	 	To coordinate feedback to the CEO 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.	

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	

Each of the directors other than Mr. Reed is independent, and the Board believes that the independent directors coupled with the Lead Director provide effective oversight of management. Our non-management directors meet regularly in scheduled executive sessions, and the Lead Director presides at these executive sessions. Following an executive session of our non-management directors, the 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 the our non-management directors in performing their duties. The Board believes that this approach appropriately and effectively complements the combined CEO/Chairman structure.
Although we believe that the combination of the Chairman and CEO roles is appropriate in the current circumstances, the Board retains the authority to modify our current combined CEO/Chairman structure to best address our circumstances, if and when appropriate.
Board Attendance at Annual Meeting
We strongly encourage each member of the Board to attend the Annual Meeting of Stockholders. All of our directors attended the 2013 Annual Meeting of Stockholders.
Independence of Directors
Pursuant to our Corporate Governance Guidelines, the Board undertook its annual review of director independence in February 2014. 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 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 and affiliates. The Board also examined whether there are or have been any transactions and relationships between 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. The Board concluded that no such transactions existed during the relevant period. As a result of this review, the Board affirmatively determined that, with the exception of Colin Reed, all of our directors are independent of the company and its management.
Committees of the Board
The Board maintains three 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 members of the Audit Committee are Michael J. Bender (Chair), E. K. Gaylord II, Robert S. Prather, Jr. and Michael D. Rose (Financial Expert).
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. 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;	
•	 	meeting with our independent registered public accounting firm and with our director of internal audit concerning, among other things, the scope of audits and reports;	

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•	 	reviewing the work programs 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. Rose is an “audit committee financial expert” within the meaning stipulated by the SEC.
In 2013, the committee met nine times.
Human Resources Committee
The members of the Human Resources Committee are Michael I. Roth (Chair), D. Ralph Horn and Ellen Levine.
The committee is responsible for, among other items:
 
•	 	reviewing and approving 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, approving and administering, and granting awards under, cash- and equity- incentive plans; and	
•	 	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) 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.
Effective as of January 1, 2013, the committee engaged AonHewitt as its compensation consultant. The committee has determined that no conflict of interest exists between AonHewitt and the company (including the company’s Board members and company management) pursuant to Item 407(e)(3)(iv) of SEC Regulation S-K. Neither AonHewitt nor any affiliate provided additional services to the company or its affiliates in excess of $120,000 during fiscal 2013.
AonHewitt 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, AonHewitt 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, see Compensation Discussion and Analysis  below.
In 2013, the committee met five 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.
Nominating and Corporate Governance Committee
The members of the Nominating and Corporate Governance Committee are D. Ralph Horn (Chair), Michael Roth and Ellen Levine.

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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 a 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; and	
•	 	advising the Board on corporate governance matters, including obtaining updates on corporate governance developments from professional advisors.	
In 2013, the committee met five 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.
While our Corporate Governance Guidelines do not prescribe specific diversity criteria for selection of directors, as a matter of practice, the committee considers diversity in the context of the Board as a whole and takes into account diversity, including the personal characteristics (such as gender, ethnicity or age) and experience (such as industry, professional
or public service) of current and prospective directors, when selecting new directors to facilitate Board deliberations that reflect a broad range of viewpoints. 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 and interview, 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. To date, the committee has not engaged a third party to identify prospective nominees. The committee will only consider stockholder nominees for Board membership submitted in accordance with the procedures set forth below in  Submitting Stockholder Proposals and Nominations for 2015 Annual Meeting .
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 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

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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 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.
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. Any director nominee who is not an incumbent director who does not receive a majority vote will not be elected to the Board.
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 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.
Compensation Clawback
We expect that the SEC, in accordance with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), will issue regulations regarding clawback policies in the near future. Following the

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adoption of such regulations in accordance with the Dodd-Frank Act, every public company will be required to adopt a “clawback” policy for the recovery of certain incentive-based compensation from its executive officers in the event the company is required to restate its financials as a result of material noncompliance with reporting requirements. In order to ensure full compliance with the SEC’s regulations, we intend to adopt our own formal clawback policy that will apply to our executive officers once such regulations have been implemented by the SEC. In the interim, 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, 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.
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, political and reputational risks. The Board and its committees oversee risks associated with their respective principal areas of focus, as outlined below:

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; and other current matters that may be material risks to the company.	
Audit Committee:	  	Risks and exposures associated with financial matters, including financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity.	
Nominating and CG Committee:	  	Risks and exposures relating to corporate governance and director succession planning.	
Human Resources Committee:	  	Risks and exposures associated with leadership assessment, management succession planning and executive 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 the positions of Chairman of the Board and CEO, the Board gains a valuable perspective that combines the operational experience of 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 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.

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The Board, in executive sessions of non-management directors (which are presided over by the company’s independent Lead Director), also considers and discusses risk-related matters. This provides a forum for risk-related matters to be discussed without management or the Chairman of the Board and CEO present. The company’s Lead Director acts as a liaison between the company’s 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.
Recent Changes in Company Policies
In 2014 the Board amended our executive and non-employee director stock ownership guidelines to provide that any executive or non-employee director who has not achieved the applicable guideline level of share ownership (regardless of the grace period for compliance applicable to the executive) is required to maintain 50% of the net shares (after taking into account shares sold or surrendered to pay any applicable exercise price and to satisfy any tax obligations) received in connection with the exercise, vesting or payment of any equity incentive award. At that time, the Board also amended our insider trading policy to prohibit 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. At that time the Board also amended our insider trading policy to prohibit 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.
Communications with the Board of Directors
Stockholders, employees and others interested in communicating with the Board (including non-management directors) may write to:
Corporate Secretary
Ryman Hospitality Properties, Inc.
One Gaylord Drive
Nashville, Tennessee 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 at any time review a log of all correspondence received by us that is 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 Lead Director (D. Ralph Horn), individual independent directors or the independent directors as a group by e-mail at boardofdirectors@rymanhp.com .

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Stock Ownership
The table below lists the beneficial ownership of our common stock as of March 19, 2014 (unless otherwise noted) by all directors, each of our NEOs, and the directors 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 19, 2014. Unless otherwise noted, the address for each person listed in the table is our principal office.

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

Name	  	  Shares  
Owned(1)	 	 	Director
Deferred
  Restricted  
Stock
Units (2)	 	  	Stock Options
Exercisable on
or Prior to
May 19, 2014	 	  	Total
Shares
Owned	 	  	% of Total
Outstanding (3)   	 	
  Colin V. Reed, NEO and Director	  	 	1,015,810	(4) 	 	 	-        	  	  	 	173,194	  	  	 	1,189,004	  	  	 	2.3%        	  	
  Michael J. Bender, Director	  	 	3,395	  	 	 	14,395	  	  	 	21,343	  	  	 	39,133	  	  	 	*            	  	
  E. K. Gaylord II, Director	  	 	155,556	  	 	 	40,946	  	  	 	18,294	  	  	 	214,796	  	  	 	*            	  	
  D. Ralph Horn, Director	  	 	51,316	  	 	 	56,851	  	  	 	6,098	  	  	 	114,265	  	  	 	*            	  	
  Ellen Levine, Director	  	 	16,831	(5) 	 	 	-        	  	  	 	24,392	  	  	 	41,223	  	  	 	*            	  	
  Robert S. Prather, Jr., Director	  	 	3,960	  	 	 	12,528	  	  	 	-        	  	  	 	16,488	  	  	 	*            	  	
  Michael D. Rose, Director	  	 	95,354	  	 	 	17,949	  	  	 	12,196	  	  	 	125,499	  	  	 	*            	  	
  Michael I. Roth, Director	  	 	19,870	(5) 	 	 	-        	  	  	 	30,490	  	  	 	50,360	  	  	 	*            	  	
  Mark Fioravanti, NEO	  	 	111,204	  	 	 	-        	  	  	 	-        	  	  	 	111,204	  	  	 	*            	  	
  Bennett Westbrook, NEO	  	 	18,529	  	 	 	-        	  	  	 	-        	  	  	 	18,529	  	  	 	*            	  	
  Patrick Chaffin, NEO	  	 	5,686	(5) 	 	 	-        	  	  	 	6,646	  	  	 	12,332	  	  	 	*            	  	
  Scott Lynn, NEO	  	 	4,551	  	 	 	-        	  	  	 	5,183	  	  	 	9,734	  	  	 	*            	  	
  All directors and executive officers (as a group)	  	 	1,489,380	  	 	 	142,669	  	  	 	273,931	  	  	 	1,905,980	  	  	 	3.8%        	  	
  Vanguard Inc.	  	 	6,051,754	(6) 	 	 	-        	  	  	 	-        	  	  	 	6,051,754	  	  	 	11.9%        	  	
  GAMCO Investors, Inc.	  	 	5,862,335	(7) 	 	 	-        	  	  	 	-        	  	  	 	5,862,335	  	  	 	11.6%        	  	
  Sterling Capital Management LLC	  	 	3,923,406	(8) 	 	 	-        	  	  	 	-        	  	  	 	3,923,406	  	  	 	7.7%        	  	
  BlackRock, Inc.	  	 	3,271,324	(9) 	 	 	-        	  	  	 	-        	  	  	 	3,271,324	  	  	 	6.4%        	  	
 
*	Less than one percent.	
(1) 	This column does not include shares of common stock issuable upon the vesting of RSUs held by our NEOs and non-employee directors that will not vest on or prior to May 19, 2014. For a listing of the RSUs held by NEOs, see  Outstanding Equity Awards at 2013 Fiscal Year End  below. For a listing of the RSUs held by non-employee directors, see  Director Compensation  below.	

(2) 	Represents RSUs awarded to directors which have vested but receipt has been deferred. Also includes RSUs issued to each participating director pursuant to the termination of the director deferred compensation plan effective as of December 31, 2013, as well as RSUs issued in lieu of cash director fees to participating directors in 2014. Directors may elect to defer receipt of RSUs awarded under our equity	

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 	incentive plan 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 stock options that are or will be exercisable prior to May 19, 2014 and each person’s RSUs that will vest on or prior to May 19, 2014 have been added to the total outstanding shares for such person’s calculation.	
(4) 	Includes 477,149 shares credited to Mr. Reed’s SERP, as defined in Nonqualified Deferred Compensation below. 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) 	For Ms. Levine and Mr. Roth, includes 1,754 shares each issuable upon the vesting of time-based RSUs on May 9, 2014. For Mr. Chaffin, includes 1,867 shares issuable upon the vesting of time-based RSUs on May 6, 2014.	
(6) 	Based on information in: Schedule 13G filed with the SEC on February 4, 2014 by Vanguard Specialized Funds—Vanguard REIT Index Fund, which has sole voting and dispositive power with respect to 3,076,789 shares; and Amendment No. 1 to Schedule 13G filed with the SEC on February 12, 2014 by The Vanguard Group, Inc., which has sole voting power with respect to 66,719 shares, sole dispositive power with respect to 5,998,185 shares and shared dispositive power with respect to 63,569 shares. The address for the reporting persons is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.	
(7) 	Based on information in Amendment No. 41 to Schedule 13D filed with the SEC on April 22, 2013 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”); Gabelli Securities, Inc. (“GSI”); Gabelli & Company (“GC”); MJG Associates (“Associates”); Gabelli Foundation, Inc. (“Foundation”); MJG-IV Limited Partnership (“MJG-IV”); and Mario Gabelli. GGCP (which had sole voting and dispositive power with respect to 14,712 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 4,496,423 shares of common stock and sole dispositive power with respect to 4,733,852 shares of common stock), a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940. GSI (which had sole voting and dispositive power with respect to 3,960 shares of	

 	common stock), a majority-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940 and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. Funds, a wholly owned subsidiary of GBL, is a limited liability company. Funds (which had sole voting power with respect to 27,800 shares of common stock and dispositive power with respect to 1,028,518 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 6,790 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. Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of Associates. The Foundation (which had sole voting and dispositive power with respect to 12,500 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 42,765 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 Schedule 13G filed with the SEC on January 25, 2014 by Sterling Capital Management LLC, which has sole voting and dispositive power with respect to 3,923,406 shares. Sterling Capital Management LLC is an investment adviser registered under the Investment Advisers Act of 1940. The address for the reporting person is 227 Two Morrocroft Centre, 4064 Colony Road, Suite 300, Charlotte, North Carolina 28211.	
(9) 	Based on information in Amendment No. 2 to Schedule 13G filed with the SEC on January 30, 2014 by BlackRock, Inc., which has sole voting power with respect to 3,122,176 shares and sole dispositive power with respect to 3,271,324 shares. The address for the reporting person is 40 East 2 nd  Street, New York, New York 10022.	

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Compensation Discussion and Analysis
Executive Summary
 
Overview
Our executive compensation programs are designed to attract, retain and motivate qualified, knowledgeable executives who are capable of performing their responsibilities. In designing our executive compensation programs, our goals are to ensure that:
 
•	 	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 to  create proper incentives  for our executives to achieve corporate and individual objectives and  maximize stockholder value  over the long-term;	
•	 	A strong pay-for-performance philosophy synchronizes incentive payments with actual financial and business results relative to performance expectations;	
•	 	Our pay decisions must be transparent to all stakeholders and tethered to sound governance measures; and	
•	 	Total compensation opportunity throughout our organization should be market 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. Key components of our executive compensation program are:
 
•	 	Base Salary—Determined for each executive based on the executive’s experience and responsibilities.	
•	 	Short-Term Cash Incentive Compensation—An annual cash incentive program designed to reward achievement of specific previously established financial (and in the case of our CEO, strategic) goals.	
•	 	Long-Term Equity Incentive Compensation—Restricted stock unit, or RSU, awards designed to align the interests of our executives with our stockholders, consisting of a mix of:	
 	•	 	performance-based RSUs that are earned based on a meaningful level of achievement of our total stockholder return, or TSR, performance over a designated performance cycle, relative to our peers; and	
 	•	 	time-based RSUs that vest ratably over a designated vesting period.	
•	 	Executive-Level Perquisites. We provide modest executive-level perquisites not generally payable to all employees.	

Company Highlights
We have delivered significant value to our stockholders over the last one, three and five years, based on TSR. During 2013 we focused on returning capital to our stockholders in the form of dividends and repurchases of our common stock.

 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
The following graph shows how a $100 investment in our common stock on December 31, 2008 would have grown to $494.21 on December 31, 2013, with dividends reinvested quarterly. The graph 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.

 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	  	12/08	 	  	12/09	 	  	12/10	 	  	12/11	 	  	12/12	 	  	12/13	 	
Ryman Hospitality Properties, Inc.	  	 	100.00	  	  	 	182.20	  	  	 	331.55	  	  	 	222.69	  	  	 	432.28	  	  	 	494.21	  	
S&P 500	  	 	100.00	  	  	 	126.46	  	  	 	145.51	  	  	 	148.59	  	  	 	172.37	  	  	 	228.19	  	
FTSE NAREIT Equity REITs	  	 	100.00	  	  	 	127.99	  	  	 	163.78	  	  	 	177.36	  	  	 	209.39	  	  	 	214.56	  	
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
 
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Operating highlights in 2013 include:
 
•	 	Following a series of restructuring transactions in 2012 (including the sale of management rights to our Gaylord Hotels properties to Marriott International), we began operating as a real estate investment trust, or REIT, on January 1, 2013.	
•	 	We faced a particularly challenging operating environment in 2013 due to an overall weakness in the large group hospitality sector in which we focus, as well as difficulties relating to the management transition of our hotel properties. During the year we spent a great deal of time and effort working jointly with Marriott to improve performance in key areas such as sales and cost savings initiatives.	
•	 	Despite these difficulties, in 2013 we achieved the following:	
 	•	 	Adjusted Funds From Operations, or AFFO(1), of $174.8 million, or AFFO per basic share of $3.42.	
 	•	 	AFFO excluding REIT conversion costs(1) of $190.2 million, or AFFO excluding REIT conversion costs per basic share of $3.72.	
•	 	As outlined above, we returned approximately $200 million of capital to our stockholders in 2013 by:	
 	•	 	paying approximately $100 million of dividends on our common stock (including the fourth quarter dividend paid in early 2014 to holders of record as of December 27, 2013); and	
 	•	 	repurchasing approximately $100 million in shares of our common stock during 2013.	
•	 	We successfully refinanced our $1.0 billion credit facility, which now expires in 2017, and issued $350 million in 5% senior notes, maturing in 2021. We also repurchased approximately $100 million in fair market value of our convertible senior notes (approximately $55 million in principal amount) and redeemed approximately $150 million of our previously outstanding 6.75% senior notes.	
•	 	We believe that, as a result of our efforts in 2013, we are better able to meet our corporate objectives of increasing funds available for distribution to our stockholders and creating long-term stockholder value.	
 
27
(1) 	AFFO, AFFO per basic share, AFFO excluding REIT conversion costs and AFFO excluding REIT conversion costs per basic share are non-GAAP financial measures. For a definition of these non-GAAP financial measures and why we believe these non-GAAP financial measures present useful information to investors, as well as a reconciliation of these non-GAAP measures to the most comparable GAAP measures, see Appendix A.	

 	
2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Compensation Summary
The following table shows the 2013 compensation elements for our CEO:

The following table shows the 2013 compensation elements for our other NEOs (average):

 
28
(1) 	Percentage of total compensation as calculated above is based on the 2013 base salary and the value of executive-level perquisites paid to the NEO which were not paid generally to all employees, the 2013 short-term incentive compensation award (assuming achievement at the target level (such award was ultimately paid at 92.5% of the “target” payout level for Mr. Reed and at 90% of the “target” payout level for the other NEOs, and additional discretionary awards were made to certain NEOs for their efforts in helping us to meet our strategic objectives), as more fully described below)), the grant date fair value of the performance-based RSU award granted on February 14, 2013 (assuming vesting at the target achievement level), and the grant date fair value of the time-based RSU award granted on February 14, 2013. Each compensation element is outlined in more detail in the  2013 Summary Compensation Table  set forth on page 40 below.	

 	
2014 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      	 	How We Determine
the Amount	  	2013
Decisions	
  Base Salary	 	• Fixed compensation.
• Payable in cash.
• Reviewed annually and adjusted when appropriate.	 	• Necessary to attract and retain qualified executives.
• Compensate for roles and responsibilities.	 	• Level of responsibility.
• Individual skills, experience and performance.	  	No NEO received a base salary increase in 2013. See page 30.	
  Short-Term
  Cash
  Incentive
  Compensation	 	• Variable compensation.
• Payable in cash based on performance against annually established performance objectives.	 	• Motivate and reward executives.
• Reviewed annually and adjusted from year to year when appropriate.	 	• For 2013, AFFO was the financial goal for the plan and the only goal for all NEOs except Mr. Reed.
• Mr. Reed’s goals were based 75% on the AFFO financial goal 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 designated strategic objectives), the committee approved a payout at 92.5% (for Mr. Reed) and 90% (for the other NEOs) of the “target” payout level (with additional discretionary awards made to certain NEOs for their efforts in helping us to meet our strategic objectives). See page 31.	
  Long-Term
  Equity
  Incentive
  Compensation	 	• Variable compensation.
• Performance-based RSUs vesting over a three-year performance period.
• Time-based RSUs vesting ratably over a designated period.	 	• 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.	 	Performance-Based Awards
• RSUs vest based on TSR relative to designated peer groups 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 to NEOs in 2013 was 50% performance-based RSUs and 50% time-based RSUs. See page 33.	
  Other Benefits	 	• Fixed compensation.
• Participation in broad-based plans at same cost as other employees.
• Modest executive-level perquisites paid to our NEOs and other senior executives.	 	• 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.
• Market practice.	  	No material changes were made to the NEOs’ benefits in 2013. See page 34.	
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
2013 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 2013, the committee used a compensation peer group of the following 11 companies:

  American Campus
  Communities, Inc.	 	Mid-America Apartment
Communities, Inc.	
  Ashford Hospitality Trust, Inc.	 	Post Properties, Inc.	
  Colonial Properties Trust	 	RLJ Lodging Trust	
  Diamondrock Hospitality Co.	 	Strategic Hotels & Resorts, Inc.	
  Kilroy Realty Corp.	 	Sunstone Hotel Investors, Inc.	
  LaSalle Hotel Properties	 	 	
These companies were selected based on their industry focus and their status as a REIT, enterprise value, revenue size and debt to capital ratio. The companies included in the peer group used by the committee as set forth above are different from the companies included in our peer group in 2012 as disclosed in last year’s proxy statement as a result of our conversion to a REIT effective January 1, 2013.
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 AonHewitt, 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 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 the factors set forth above to obtain a general understanding
of current compensation practices, including to confirm that the target total compensation opportunity for our executive officers provides for a reasonable range of compensation within which each executive’s total compensation would be considered competitive. The committee does not specifically target or benchmark 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 agreements with Mr. Reed, Mr. Fioravanti and Mr. Westbrook that provide for a minimum base salary. We also have severance agreements with 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 2013, base salary represented approximately 18% of our CEO’s total compensation package and (on average) approximately 40% of our other NEO’s total compensation package (calculated in the manner described on page 28). The committee annually reviews the base salaries of each NEO. Adjustments are made based on individual performance and changes in roles and responsibilities.
At its February 14, 2013 meeting, the committee reviewed the existing base salaries and perquisites for our NEOs. Specifically, the committee considered the meaningful reductions in base salary (a 26.4% reduction for Mr. Reed, a 1.2% reduction for Mr. Fioravanti and a 1% reduction for Mr. Westbrook) and cash perquisites (a reduction of $29,400 per year for Mr. Reed and a reduction of $15,000 per year for Mr. Fioravanti and for Mr. Westbrook) that these NEO’s voluntarily initiated, which became effective as of January 1, 2013, in connection with our REIT conversion.
The committee also considered the fact that Mr. Chaffin and Mr. Lynn were newly appointed to their positions effective as of January 1, 2013 in connection with our REIT restructuring and that they received new base salaries, effective as of such date, of $250,000 and $240,000, respectively, in connection with such appointments.

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Based on its review of the factors described above, the committee determined that the base salary amounts for all NEOs, implemented effective as of January 1, 2013, should continue unchanged for the remainder of 2013 at the following levels:

Name	  	2013 Base
Salary
($)	
  Colin Reed	  	670,000	
  Mark Fioravanti	  	425,000	
  Bennett Westbrook	  	305,000	
  Patrick Chaffin	  	250,000	
  Scott Lynn	  	240,000	
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.
2013 Performance Goals
For 2013, the committee determined that the NEOs would have the opportunity to earn the following percentage 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:

 	  	Threshold
Level	 	  	Target
Level	  	    Stretch    
Level	 	
  Mr. Reed	  	 	75%    	  	  	150%	  	 	300%     	  	
  Mr. Fioravanti	  	 	50%    	  	  	100%	  	 	200%     	  	
  Mr. Westbrook	  	 	37.5%    	  	  	75%	  	 	150%     	  	
  Mr. Chaffin	  	 	25%    	  	  	50%	  	 	100%     	  	
  Mr. Lynn	  	 	25%    	  	  	50%	  	 	100%     	  	
The percentage of salary award for performance falling between the threshold and target achievement levels and the target and stretch achievement levels was to be based on AFFO using straight-line interpolation. In 2013, assuming performance at the target level of achievement, short-term cash incentive compensation represented approximately 27% of our CEO’s total compensation package and (on average) approximately 26% of our other NEO’s total compensation package (calculated in the manner described on page 28).
In 2013, the performance targets, measured using AFFO, were:
 
•	 	Threshold Performance Goal: AFFO of $188.1 million.	
•	 	Target Performance Goal: AFFO of $216.8 million.	
•	 	Stretch Performance Goal: AFFO of $245.4 million.	
The committee selected AFFO as the 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 indicative of the performance of our underlying hotel properties, and as such AFFO is one of the principal tools used by our management and the investment community in evaluating our financial performance as a REIT. These performance levels were set by the committee at the beginning of 2013 after thorough discussion with management regarding our anticipated financial performance. In choosing this goal, the committee considered the general economic climate expected in 2013, the expected conditions in the hospitality industry and our expected financial performance. The committee intended the target performance goal 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 AFFO. The award to Mr. Reed was based 75% on our achievement of AFFO and 25% on our achievement of the strategic objective, approved in advance by the committee, of achieving effective capital allocation and balance sheet management, specifically including refinancing our existing indebtedness with near-term maturities.
At the time the committee established these targets, it made a determination to adjust the actual AFFO for the year to exclude losses or expense related to certain extraordinary, non-recurring events or occurrences as set forth in our stockholder approved omnibus incentive plan before exercising any negative discretion in determining the final amounts of the cash incentive awards to ensure that such

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
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 2013 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.
2013 Short-Term Cash Incentive Compensation Awards
In analyzing our results for purposes of determining the level of achievement under the short-term cash incentive compensation plan, the committee reviewed our operating and financial results.
In making its determination, the committee noted:
 
•	 	We faced a particularly challenging operating environment in 2013 due to an overall weakness in the large group hospitality sector in which we focus, as well as difficulties relating to the management transition of our hotel properties. During the year we spent a great deal of time and effort working jointly with Marriott to improve performance in key areas such as sales and cost savings initiatives.	
•	 	Despite these difficulties, in 2013 we achieved the following:	
 	•	 	AFFO of $174.8 million, or AFFO per basic share of $3.42.	
 	•	 	AFFO excluding REIT conversion costs of $190.2 million, or AFFO excluding REIT conversion costs per basic share of $3.72.	
•	 	As outlined above, we returned approximately $200 million of capital to our stockholders in 2013 by:	
 	•	 	paying approximately $100 million of dividends on our common stock (including the fourth quarter dividend paid in early 2014 to holders of record as of December 27, 2013); and	
 	•	 	repurchasing approximately $100 million in shares of our common stock during 2013.	
•	 	We successfully refinanced our $1.0 billion credit facility, which now expires in 2017, and	

 	 	issued $350 million in 5% senior notes, maturing in 2021. We also repurchased approximately $100 million in fair market value of our convertible senior notes (approximately $55 million in principal amount) and redeemed approximately $150 million of our previously outstanding 6.75% senior notes.	
Based on its review, the committee determined that it would be appropriate to (as required by the terms of the plan) adjust the calculation of AFFO to take into account certain extraordinary, non-recurring transactions, including but not limited to: our REIT conversion costs; the costs associated with the refinancing of our indebtedness, the repurchase of our common stock and the redemption of our convertible senior notes; and certain other unforeseen expenses incurred during the year, including the acceleration of our Gaylord Texan rooms refurbishment program and additional sales commissions relating to group bookings in the fourth quarter of 2013 (as these commissions exceeded our projections).
After taking into account the items described above, the committee concluded that our AFFO was, for purposes of the plan, $211.9 million, which exceeded our “threshold” performance goal but was less than our “target” performance goal. The resulting payout, using interpolation, was at a payout level equal to 90% of the “target” payout level (which was the payout level for all NEOs other than Mr. Reed). The committee also determined that Mr. Reed had satisfied the individual strategic performance objectives described above, which combined with the AFFO achievement level described above resulted in a payout level equal to 92.5% of the “target” payout level.
The committee also determined that certain of the NEOs should receive additional discretionary cash incentive compensation, in an amount listed below, due to their substantial contributions to the company’s debt refinancings and equity and debt repurchase transactions in 2013, as well as their efforts to improve the operating performance of our hotel properties in 2013. The committee also reviewed the annual performance rating of each NEO and determined that each NEO met the minimum level performance rating.

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

Name
 	 	Calculated
Short-Term
Cash
Incentive
Compen-
sation
($)	 	 	Discretion-
ary Short-
Term Cash
Incentive
Compen-
sation
($)	 	 	Total
Short-
Term Cash
Incentive
Compen-
sation(1)
($)	 	
  Mr. Reed	 	 	929,625	  	 	 	70,375	  	 	 	1,000,000  	  	
  Mr. Fioravanti	 	 	382,500	  	 	 	50,000	  	 	 	432,500  	  	
  Mr. Westbrook	 	 	205,875	  	 	 	-	  	 	 	205,875  	  	
  Mr. Chaffin	 	 	112,500	  	 	 	25,000	  	 	 	137,500  	  	
  Mr. Lynn	 	 	108,000	  	 	 	25,000	  	 	 	133,000  	  	
 
(1) 	The total short-term cash incentive compensation awarded to each NEO listed in this column is equal to the following percentage of the “target” payout level for each NEO established under the short-term cash incentive compensation plan for 2013: Mr. Reed—99.5%; Mr. Fioravanti—101.8%; Mr. Westbrook—90%; Mr. Chaffin—110%; and Mr. Lynn—$110.8%. The estimated “threshold,” “target” and “stretch” payout levels for each NEO established under the short-term cash incentive compensation plan for 2013 are listed in  Grants of Plan-Based Awards below.	
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 2013, long-term equity incentive compensation represented approximately 54% of our CEO’s total compensation package and (on average) approximately 32% of our other NEO’s total compensation package (calculated in the manner described on page 28).
Long-Term Equity Incentive Compensation Plan Components
Our long-term equity incentive plan components are:
Performance-Based RSUs:
 
•	 	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:
 
•	 	Vest in equal amounts over four years, beginning on the first 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.	
2013 Long-Term Equity Incentive Compensation Awards
For 2013, the committee discussed with AonHewitt the most appropriate way to motivate and retain our executives. The committee felt it was important to provide for continuity of management during the period immediately following our REIT conversion, especially in light of the difficult operating environment in the group hospitality sector during 2013. The committee also believed it was important to use RSU awards instead of stock options to better align the interests of our executives with our stockholders 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 awards in 2013 as a combination of performance-based RSUs and time-based RSUs.
On February 14, 2013, the committee made the following long-term incentive compensation awards to the NEOs:

  Name	  	Performance-
Based RSU
Awards(1)
(#)	 	  	Time-
    Based RSU    
Awards(2)
(#)	 	
  Mr. Reed	  	 	23,000	  	  	 	23,000     	  	
  Mr. Fioravanti	  	 	8,000	  	  	 	8,000     	  	
  Mr. Westbrook	  	 	3,000	  	  	 	3,000     	  	
  Mr. Chaffin	  	 	1,500	  	  	 	1,500     	  	
  Mr. Lynn	  	 	1,500	  	  	 	1,500     	  	
 
(1) 	The performance-based RSUs will vest on February 14, 2016 only to the extent that the designated goals under these awards as established by the committee (described below) are achieved. The amounts set forth above represent the number of RSUs that will vest assuming achievement of the “target” performance level.	
(2) 	The time-based RSUs vest ratably over four years, beginning on February 14, 2014.	

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2013 Performance-Based RSU Awards
The amount of the performance-based RSUs which will ultimately vest on February 14, 2016 will be determined by comparing our TSR performance during the performance period (January 1, 2013 – December 31, 2015) relative to the median of the TSR performance of the following two peer groups, weighted equally: (1) companies within the FTSE NAREIT Lodging Resorts Index selected by the committee (1) ; and (2) our 2013 compensation peer group listed above (collectively, the “Performance Peer Groups”). Specifically, the awards will vest as follows:

Company
TSR Performance	  	% of Award
Vesting	 	
Greater than 15 percentage points above the median TSR performance of the Performance Peer Group	  	 	150%    	  	
Equal to the median TSR performance of the Performance Peer Group	  	 	100%    	  	
15 percentage points below the median TSR performance of the Performance Peer Group	  	 	50%    	  	
Greater than 15 percentage points below the median TSR performance of the Performance Peer Group	  	 	0%    	  	
If the performance achieved falls in between the established 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 14, 2013. The committee believes that limiting the maximum value of the award ensures the NEOs are not disproportionally awarded for performance. The committee also retains the discretion to re-evaluate the Performance Peer Groups for each fiscal year to take into account changes to the composition of the Performance Peer Groups (i.e., mergers or delistings), or to otherwise modify the terms of the award to take into account such other factors which the committee in its sole discretion may determine.
 
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 2013, performance-based RSUs represented approximately 27% of our CEO’s total compensation package and (on average) approximately 16% of our other NEO’s total compensation package (calculated in the manner described on page 28).
2013 Time-Based RSU Awards
The time-based RSUs vest ratably over four years, beginning on February 14, 2014. The committee believed the amount of these awards was appropriate given our compensation philosophy and objectives, including the need to retain our executives. In 2013, time-based RSUs represented approximately 27% of our CEO’s total compensation package and (on average) approximately 16% of our other NEO’s total compensation package (calculated in the manner described on page 28).
Benefits
Our benefit programs are established 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 costs as other employees. These plans include a tax qualified 401(k) savings plan (with matching contributions equal to 4% of a participant’s pay), health and dental plans and various disability and life insurance plans.
We also provide the following additional executive-level perquisites to our NEOs and other designated senior executives:
 
•	 	Supplemental Deferred Compensation Plan. Eligible executive officers, including NEOs, may participate in an unfunded, unsecured, supplemental deferred compensation plan, or SUDCOMP, with a company matching component. Details about our SUDCOMP may be found under  Nonqualified Deferred Compensation  on page 46.	

(1)	The lodging companies selected by the committee were Ashford Hospitality Trust, Inc., Chatham Lodging Trust, Chesapeake Lodging Trust, Diamondrock Hospitality Co., FelCor Lodging Trust Inc., Hersha Hospitality Trust, Hospitality Properties Trust, Host Hotels & Resorts, Inc., LaSalle Hotel Properties, MHI Hospitality Corp., Pebblebrook Hotel Trust, RLJ Lodging Trust, Strategic Hotels & Resorts, Inc., Summit Properties, Inc., Sunstone Hotel Investors, Inc. and Supertel Hospitality, Inc.	
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
•	 	Supplemental Insurance Programs. Additional life and disability insurance is provided for our senior executives, including the NEOs.	
We also continue to hold for sale a corporate airplane which was purchased by our predecessor company to support the extensive amount of travel required for hotel operation, including for the large number of hotel site visits and other sales trips necessary to serve our convention and large group customer base. While the plane is held for sale, we continue to utilize the plane for business travel and allow limited personal use of our plane by certain of our senior executives to provide for more efficient use of their time while traveling on company business. This benefit is taxable in accordance with IRS regulations.
These executive-level perquisites are established based upon an assessment of competitive market factors and a determination of what is needed to attract and retain qualified executives. These executive-level perquisites represented approximately 1% of our CEO’s total compensation package and (on average) approximately 2% of our other NEO’s total compensation package (calculated in the manner described on page 28).
As part of our REIT restructuring transactions, 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 in  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).
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, three times (3x) base salary for Mr. Fioravanti, and two times (2x) base salary for the other NEOs and other executives subject to these guidelines. In 2014 we amended these guidelines to 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, 2014 (the annual compliance date) all of the NEOs were in compliance with the guidelines, after taking into account the applicable grace period for Mr. Chaffin and Mr. Lynn, as follows:

  Name	 	  Required Ownership as
   of January 31, 2014	 	  Shares
   Owned	
  Mr. Reed	 	 	 	80,996	 	 	 	 	1,055,251(1)	  	
  Mr. Fioravanti	 	 	 	30,827	 	 	 	 	98,263(2)	  	
  Mr. Westbrook	 	 	 	14,749	 	 	 	 	25,510(3)	  	
  Mr. Chaffin	 	 	 	12,089	 	 	 	 	9,341(4)	  	
  Mr. Lynn	 	 	 	11,605	 	 	 	 	7,510(5)	  	
 
(1) 	Includes 477,149 shares credited to Mr. Reed’s SERP and 112,897 shares of common stock issuable upon the vesting of time-based RSUs.	
(2) 	Includes 31,999 shares of common stock issuable upon the vesting of time-based RSUs.	
(3) 	Includes 19,146 shares of common stock issuable upon the vesting of time-based RSUs.	
(4) 	Consists of 9,341 shares of common stock issuable upon the vesting of time-based RSUs. Mr. Chaffin first became subject to the ownership guideline beginning January 1, 2013, with a five-year compliance period.	
(5) 	Includes 5,273 shares of common stock issuable upon the vesting of time-based RSUs. Mr. Lynn first became subject to the ownership guideline beginning January 1, 2013, with a five-year compliance period.	

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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 were particularly important to provide for continuity of management during the period immediately following our REIT conversion. 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 have employment agreements that provide for cash severance payments and certain other benefits if termination occurs without “cause” or if the executive leaves for “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 of control” of the company (i.e., a “double trigger”). Mr. Chaffin and Mr. Lynn have severance agreements that only provide for compensation in the event of termination following a “change of 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, 2013, is found under  Potential Payments on Termination or Change of Control  on page 48.
Tax Deductibility Policy
The committee’s policy is to consider the tax treatment of compensation paid to our executive officers with appropriate rewards for their performance. 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 and certain of their other executive officers unless designated performance and other requirements are met. We generally intend to design and administer executive compensation programs in a manner that will preserve the deductibility of compensation paid to our executive officers. We believe that a substantial portion of our current executive compensation (including the short-term cash incentive compensation and performance-based RSUs granted to our NEOs as described above) satisfies the
requirements for exemption from the $1.0 million
deduction limitation. However, we reserve the right to design programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be fully deductible.
Because we qualify as a REIT for Federal income tax purposes, we generally 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 compensation paid to our executive officers, we do not expect that the possible loss of a Federal income tax deduction would materially impact our income tax liability. The committee will continue to monitor the tax and other consequences of our executive compensation program 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. This plan also permits delegation of the committee’s authority to the CEO to make a small number of awards to non-executive officers to newly-hired or promoted employees (which are then ratified by the committee). Annual equity awards to executives are approved by the committee and occur on the date of our first quarterly committee meeting of each year. 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 market price of our stock on the date immediately prior to the grant date. Annual RSU awards for directors are approved by the committee and are granted on the date the director is elected or appointed 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 market price of our stock on the date immediately prior to the grant date.
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

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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 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, see  Committees of the Board  on page 17. You may also view the committee’s charter on our website at  www.rymanhp.com ( under “Corporate Governance” on the Investor Relations page).
Role of the Compensation Consultant
The committee retained AonHewitt as its outside compensation consultant effective as of January 1, 2013. During 2013, AonHewitt regularly attended committee meetings and reported directly to the committee on matters relating to compensation for our executives. During 2013 the committee requested that AonHewitt:
 
•	 	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.	
Advisory Vote on Executive Compensation
At our annual meeting in May 2013, 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, 90.3% 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, and the committee determined no specific actions in response to the vote were indicated. The committee intends to continue to consider the outcome of future advisory say-on-pay votes when making executive compensation decisions.
2014 NEO Compensation
At its February 26, 2014 meeting, the committee reviewed and approved the compensation to be paid to the NEOs for 2014, in light of our compensation philosophy and the other matters described above.
Base Salary
The committee determined that base salaries for 2014 should be slightly increased to meet the objectives previously discussed, as follows:

  Name	  	2014 Base
Salary
($)	  	% Increase
from 2013
Base Salary	
  Mr. Reed	  	 	 	725,000	 	  	 	 	8.2	%	
  Mr. Fioravanti	  	 	 	437,500	 	  	 	 	3.0	%	
  Mr. Westbrook	  	 	 	311,100	 	  	 	 	2.0	%	
  Mr. Chaffin	  	 	 	257,500	 	  	 	 	3.0	%	
  Mr. Lynn	  	 	 	247,200	 	  	 	 	3.0	%	

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Short-Term Cash Incentive Compensation
The committee also established criteria for short-term cash incentive compensation pursuant to our omnibus incentive plan. Each NEO will have the opportunity to earn the following percentage of their base salary based on the achievement of the AFFO goals (and, in the case of Mr. Reed, designated strategic objectives) established by the committee:

 	  	Threshold
Level	  	Target
 Level    	  	Stretch
Level     	
  Mr. Reed	  	   75%  	  	150%    	  	300%    	
  Mr. Fioravanti	  	   50%	  	100%    	  	200%    	
  Mr. Westbrook	  	37.5%	  	75%    	  	150%    	
  Mr. Chaffin	  	37.5%	  	75%    	  	150%    	
  Mr. Lynn	  	37.5%	  	75%    	  	150%    	
The committee set the AFFO “target” performance goal at our projected AFFO level for 2014, as the committee believes achieving this goal will represent a significant step in meeting our financial and strategic objectives. In making determinations of the desired “threshold,” “target” and “stretch” performance goals, the committee also considered the general economic and operating climate we are likely to face in 2014. 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.
In determining whether an NEO meets his designated AFFO goals in 2014, the committee will adjust the actual AFFO for the year to exclude losses or expense related to certain extraordinary non-recurring events or occurrences as set forth in our omnibus incentive plan (and may exclude any items
of income or gain) before exercising any negative discretion in determining the final amounts of the short-term cash incentive compensation awards to ensure that such awards accurately reflect our actual performance. The Committee can also lower the amount of, or not award, annual cash incentive compensation otherwise payable to an officer under the plan for 2014 if the officer does not attain a minimum-level annual performance rating, which will continue to be 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:

  Name	  	Performance-
Based RSU
Awards (1)
(#)	  	Time-
Based RSU
Awards (2)
(#)	
  Mr. Reed	  	 	 	23,750	 	  	 	 	23,750	 	
  Mr. Fioravanti	  	 	 	10,000	 	  	 	 	10,000	 	
  Mr. Westbrook	  	 	 	3,808	 	  	 	 	3,808	 	
  Mr. Chaffin	  	 	 	3,750	 	  	 	 	3,750	 	
  Mr. Lynn	  	 	 	3,750	 	  	 	 	3,750	 	
 
(1) 	Up to 150% of the performance-based RSUs listed above will vest on February 26, 2017 based on our TSR performance over the three-year award cycle (January 1, 2014 – December 31, 2016) relative to the median of the TSR performance of the Performance Peer Groups set forth above. The amounts set forth above represent the number of RSUs that will vest assuming achievement at the “target” performance level.	
(2) 	The time-based RSUs vest ratably over four years, beginning on February 26, 2015.	

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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 I. Roth, Chairman
D. Ralph Horn
Ellen Levine
 
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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, 2013 other than our principal executive officer and principal financial officer. As required by SEC rules, the compensation amounts listed below include non-cash items such as the value of equity awards (some of which are performance-based and may or may not ultimately be earned).

2013 Summary Compensation Table

Name and Principal
Position
(a)	 	Year
(b)	 	Salary(1)
($)
(c)	 	Bonus(2)
($)
(d)	 	Stock
Awards(3)
($)
(e)	 	Option
Awards(4)
($)
(f)	 	Non-Equity
Incentive
Plan
Compen-
sation(5)
($)
(g)	 	Change in
Pension
Value and
Nonqual-
ified
Deferred
Compen-
sation
Earnings
($)
(h)	 	All Other
Compen-
sation (7)
($)
(i)	 	Total
($)
(j)	 	
  Colin Reed
  Chairman, CEO &
  President	 	2013	 	 	 	670,149	 	 	70,375	 	 	 	2,056,200	 	 	 	 	-  	 	 	 	 	929,625	 	 	-  	 	 	 	60,422	 	 	 	 	3,786,771 	 	 	
 	 	2012	 	 	 	910,000	 	 	-  	 	 	 	3,063,720	 	 	 	 	1,023,480	 	 	 	 	2,000,000	 	 	-  	 	 	 	111,434	 	 	 	 	7,108,634 	 	 	 	
 	 	2011	 	 	 	945,000	 	 	-  	 	 	 	823,200	 	 	 	 	1,395,625	 	 	 	 	1,100,000	 	 	-  	 	 	 	111,369	 	 	 	 	4,375,194 	 	 	 	 	
  Mark Fioravanti
  EVP & Chief Financial Officer	 	2013	 	 	 	425,198	 	 	50,000	 	 	 	715,200	 	 	 	 	-  	 	 	 	 	382,500	 	 	-  	 	 	 	34,165	 	 	 	 	1,607,063 	 	 	 	 	
 	 	2012	 	 	 	425,385	 	 	-  	 	 	 	626,670	 	 	 	 	209,943	 	 	 	 	650,000	 	 	-  	 	 	 	45,461	 	 	 	 	1,957,459 	 	 	 	 	 	
 	 	2011	 	 	 	412,577	 	 	-  	 	 	 	171,500	 	 	 	 	309,031	 	 	 	 	300,044	 	 	-  	 	 	 	47,107	 	 	 	 	1,240,259 	 	 	 	 	 	

  Bennett Westbrook(6)
  SVP, Development &   Design and Construction	 	2013	 	 	 	305,183	 	 	-  	 	 	 	268,200	 	 	 	 	-  	 	 	 	 	205,875	 	 	-  	 	 	 	26,189	 	 	 	 	805,547 	 	 	 	 	 	

  Patrick Chaffin(6)
  SVP, Asset Management	 	2013	 	 	 	250,178	 	 	25,000	 	 	 	134,100	 	 	 	 	-  	 	 	 	 	112,500	 	 	-  	 	 	 	8,499	 	 	 	 	530,277 	 	 	 	 	 	

  Scott Lynn(6)
  SVP & General Counsel	 	2013	 	 	 	240,149	 	 	25,000	 	 	 	134,100	 	 	 	 	-  	 	 	 	 	108,000	 	 	-  	 	 	 	13,923	 	 	 	 	521,172 	 	 	 	 	 	
 
(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 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. In 2011, each NEO, like all other salaried employees, received an additional bi-weekly payment of base salary due to the timing of our payroll schedule (which resulted in each NEO receiving a slightly higher amount of base salary than their stated base salary).	
(2) 	Represents a discretionary bonus award paid to the NEO in recognition of their contributions in 2013, as described above in Compensation Discussion and Analysis—2013 Compensation Decisions . Cash incentive compensation paid to each NEO pursuant to our short-term cash incentive compensation plan for the applicable fiscal year is reflected in the column above entitled  Non-Equity Incentive Plan Compensation .	

(3) 	Represents a non-cash amount equal to the grant date fair value of the RSU award to the NEO, 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, 2013, included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014, for the assumptions made in determining grant date fair value.	
(4) 	Represents a non-cash amount equal to the grant date fair value of the stock option award to the NEO, determined in accordance with FASB ASC Topic 718 based on the Black-Scholes-Merton option pricing formula. See Note 7 to our consolidated financial statements for the three years ended December 31, 2013, included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014, for the assumptions made in determining grant date fair value.	

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(5) 	Represents amounts paid under our short-term cash incentive compensation plan.	
(6) 	Compensation for Mr. Westbrook, Mr. Chaffin and Mr. Lynn is provided only for 2013 because such individuals were not NEOs in 2012 or 2011.	

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

 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Name	  	Company
Match to
401(k)
Plan
($)(a)	  	Company
Match to
SUCOMP
Plan
($)(b)	  	Group
Term
Life
($)(c)	  	Executive
LTD
($)(d)	  	Other
($)(e)	  	Total
($)	
 	
  Colin Reed	  	 	 	10,200	 	  	 	 	22,957	 	  	 	 	15,342	 	  	 	 	2,359	 	  	 	 	9,564	 	  	 	 	60,422    	 	
  Mark Fioravanti	  	 	 	10,200	 	  	 	 	14,420	 	  	 	 	4,000	 	  	 	 	2,547	 	  	 	 	2,998	 	  	 	 	34,165    	 	
  Bennett Westbrook	  	 	 	10,200	 	  	 	 	10,339	 	  	 	 	2,620	 	  	 	 	2,040	 	  	 	 	990	 	  	 	 	26,189    	 	
  Patrick Chaffin	  	 	 	-  	 	  	 	 	2,505	 	  	 	 	1,499	 	  	 	 	1,497	 	  	 	 	2,998	 	  	 	 	8,499    	 	
  Scott Lynn	  	 	 	6,779	 	  	 	 	4,698	 	  	 	 	1,277	 	  	 	 	1,169	 	  	 	 	-  	 	  	 	 	13,923    	 	
 
(a) 	We make matching contributions to the 401(k) plan accounts of the NEOs as described in Compensation Discussion and Analysis above.	
(b) 	We make matching contributions to the SUDCOMP accounts of the NEOs as described in Nonqualified Deferred Compensation below. Does not include company matching amounts for SUDCOMP deferrals with respect to 2012 short-term cash incentive plan payments made in 2013.	
(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, for Mr. Reed, $6,947 for personal use of the company plane and $2,617 for physical examination fees. Represents, for Mr. Fioravanti and Mr. Chaffin, personal use of the company plane. Represents, for Mr. Westbrook, physical examination fees. Amounts for personal use of company plane are based on the aggregate incremental cost associated with the use.	

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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 2013, and (2) RSU awards granted to our NEOs during 2013 under our long-term equity incentive compensation plan.

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)	 	 	Stretch
($)(e)	 	 	  Threshold
(#)(f)	 	 	Target
(#)(g)	 	 	Stretch
(#)(h)	 	 	 	 	 	 	 	 	 	 	 	
  Colin Reed	 	 	 	 	 	 	502,500	  	 	 	1,005,000	  	 	 	2,010,000	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	 	 	
 	 	 	2/14/13	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	11,500	  	 	 	23,000	  	 	 	34,500	  	 	 	-	  	 	 	1,035,230	  	 	 	 	 	
 	 	 	2/14/13	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	23,000	  	 	 	1,020,970	  	 	 	 	 	
  Mark Fioravanti	 	 	 	 	 	 	212,500	  	 	 	425,000	  	 	 	850,000	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	  	 	 	-	  	 	 	 	 	
 	 	 	2/14/13	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	4,000	  	 	 	8,000	  	 	 	12,000	  	 	 	-	  	 	 	360,080	  	 	 	 	 	
 	 	 	2/14/13	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	8,000	  	 	 	355,120	  	 	 	 	 	
  Bennett Westbrook	 	 	 	 	 	 	114,375	  	 	 	228,750	  	 	 	457,500	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	 	 	
 	 	 	2/14/13	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	1,500	  	 	 	3,000	  	 	 	4,500	  	 	 	-	  	 	 	135,030	  	 	 	 	 	
 	 	 	2/14/13	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	3,000	  	 	 	133,170	  	 	 	 	 	
  Patrick Chaffin	 	 	 	 	 	 	62,500	  	 	 	125,000	  	 	 	250,000	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	 	 	
 	 	 	2/14/13	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	750	  	 	 	1,500	  	 	 	2,250	  	 	 	-	  	 	 	67,515	  	 	 	 	 	
 	 	 	2/14/13	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	1,500	  	 	 	66,585	  	 	 	 	 	
  Scott Lynn	 	 	 	 	 	 	60,000	  	 	 	120,000	  	 	 	240,000	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	 	 	
 	 	 	2/14/13	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	750	  	 	 	1,500	  	 	 	2,250	  	 	 	-	  	 	 	67,515	  	 	 	 	 	
 	 	 	2/14/13	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	1,500	  	 	 	66,585	  	 	 	 	 	
 
(1) 	Represents threshold, target and stretch performance goal achievement payout levels established under our annual cash incentive plan for 2013 performance. See the Non-Equity Incentive Plan Compensation column of the  2013 Summary Compensation Table  above for the amount actually paid to each NEO for 2013 performance.	
(2) 	Consists of performance-based RSUs awarded under our long-term incentive compensation plan. 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, 2013 and ending December 31, 2015. See  Compensation Discussion and Analysis—2013 Compensation Decisions—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 incentive compensation plan. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs vest 25% on each of the first through fourth anniversaries of the grant date.	
(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, 2013, included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014, for the assumptions made in determining grant date fair value.	

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Outstanding Equity Awards at 2013 Fiscal Year End
The table below shows information about the outstanding equity awards held by our NEOs as of December 31, 2013.

Outstanding Equity Awards at 2013 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 (1)
(#)(c)	 	 	Option
Exercise
Price
($)(d)	 	 	Option
Expiration
Date
(e)	 	 	Number of
Shares or
Units of
Stock That
Have Not
Vested (2)
(#)(f)	 	 	Market
Value of
Shares or
Units of
Stock That
Have  Not
Vested (3)
($)(g)	 	 	Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (4)
(#)(h)	 	 	Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (3)
($)(i)	 	
  Colin Reed	 	 	91,475	  	 	 	-            	  	 	 	23.79	  	 	 	2/5/14	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	81,870	  	 	 	27,291	  	 	 	16.47	  	 	 	2/3/20	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	42,688	  	 	 	42,689	  	 	 	28.13	  	 	 	2/2/21	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	71,351	  	 	 	24.40	  	 	 	2/8/22	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	-            	  	 	 	-        	  	 	 	-         	  	 	 	111,564	  	 	 	4,661,144	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	-            	  	 	 	-        	  	 	 	-         	  	 	 	-	  	 	 	-	  	 	 	103,569	  	 	 	4,327,113	  	
  Mark Fioravanti	 	 	12,196	  	 	 	-            	  	 	 	23.79	  	 	 	2/5/14	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	18,295	  	 	 	-            	  	 	 	25.53	  	 	 	5/6/14	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	18,295	  	 	 	-            	  	 	 	10.23	  	 	 	6/22/19	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	12,621	  	 	 	4,210	  	 	 	16.47	  	 	 	2/3/20	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	9,452	  	 	 	9,453	  	 	 	28.13	  	 	 	2/2/21	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	14,636	  	 	 	24.40	  	 	 	2/8/22	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	-            	  	 	 	-        	  	 	 	-         	  	 	 	31,622	  	 	 	1,321,167	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	-            	  	 	 	-        	  	 	 	-         	  	 	 	-	  	 	 	-	  	 	 	24,587	  	 	 	1,027,245	  	
  Bennett Westbrook	 	 	-          	  	 	 	2,350	  	 	 	16.47	  	 	 	2/3/20	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	4,757	  	 	 	28.13	  	 	 	2/2/21	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	6,098	  	 	 	24.40	  	 	 	2/8/22	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	-            	  	 	 	-        	  	 	 	-         	  	 	 	18,922	  	 	 	790,561	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	-            	  	 	 	-        	  	 	 	-         	  	 	 	-	  	 	 	-	  	 	 	10,820	  	 	 	452,060	  	
  Patrick Chaffin	 	 	488	  	 	 	-            	  	 	 	32.98	  	 	 	2/9/15	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	915	  	 	 	-            	  	 	 	36.33	  	 	 	2/8/16	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	1,219	  	 	 	-            	  	 	 	46.03	  	 	 	2/7/17	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	4,024	  	 	 	-            	  	 	 	25.44	  	 	 	2/4/18	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	2,379	  	 	 	-            	  	 	 	8.45	  	 	 	2/4/19	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	2,376	  	 	 	795	  	 	 	16.47	  	 	 	2/3/20	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	-            	  	 	 	-        	  	 	 	-         	  	 	 	9,232	  	 	 	385,713	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	-            	  	 	 	-        	  	 	 	-         	  	 	 	-	  	 	 	-	  	 	 	1,500	  	 	 	62,670	  	
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	

 	 	Option Awards	 	 	Stock Awards	 	
 	 	 	 	 	 	 	 	 	
Name
(a)	 	Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(b)	 	 	Number of
Securities
Underlying
Unexercised
Options
Unexercisable (1)
(#)(c)	 	 	Option
Exercise
Price
($)(d)	 	 	Option
Expiration
Date
(e)	 	 	Number of
Shares or
Units of
Stock That
Have Not
Vested (2)
(#)(f)	 	 	Market
Value of
Shares or
Units of
Stock That
Have  Not
Vested (3)
($)(g)	 	 	Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (4)
(#)(h)	 	 	Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (3)
($)(i)	 	
  Scott Lynn	 	 	1,037	  	 	 	-            	  	 	 	32.98	  	 	 	2/9/15	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	2,073	  	 	 	-            	  	 	 	36.33	  	 	 	2/8/16	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	2,073	  	 	 	-            	  	 	 	46.03	  	 	 	2/7/17	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
 	 	 	915	  	 	 	-            	  	 	 	8.45	  	 	 	2/4/19	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	1,006	  	 	 	1,006	  	 	 	16.47	  	 	 	2/3/20	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	-          	  	 	 	-            	  	 	 	-        	  	 	 	-         	  	 	 	5,213	  	 	 	217,799	  	 	 	-	  	 	 	-	  	
 	 	 	-          	  	 	 	-            	  	 	 	-        	  	 	 	-         	  	 	 	-	  	 	 	-	  	 	 	1,500	  	 	 	62,670	  	
 
(1) 	The following table provides information as of December 31, 2013 with respect to the vesting of each NEO’s outstanding unexercisable options:	

Grant
Date	  	Vesting Date	 	  	Colin
Reed	 	  	Mark
Fioravanti	 	  	Bennett
Westbrook	 	  	Patrick
Chaffin	 	  	Scott
Lynn	 	
        2/2/2011	  	 	2/2/2014	  	  	 	21,344	  	  	 	4,726	  	  	 	2,378	  	  	 	 	 	  	 	 	 	
        2/3/2010	  	 	2/3/2014	  	  	 	27,291	  	  	 	4,210	  	  	 	2,350	  	  	 	795	  	  	 	1,006	  	
        2/2/2011	  	 	2/2/2015	  	  	 	21,344	  	  	 	4,727	  	  	 	2,379	  	  	 	-        	  	  	 	-        	  	
        2/8/2012	  	 	2/8/2015	  	  	 	35,675	  	  	 	7,318	  	  	 	3,049	  	  	 	-        	  	  	 	-        	  	
        2/8/2012	  	 	2/8/2016	  	  	 	35,676	  	  	 	7,318	  	  	 	3,049	  	  	 	-        	  	  	 	-        	  	
 
(2) 	The following table provides information as of December 31, 2013 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	 	  	Bennett
Westbrook	 	  	Patrick
Chaffin	 	  	Scott
Lynn	 	
2/2/2011	  	 	2/2/2014	  	  	 	-        	  	  	 	-         	  	  	 	-          	  	  	 	1,070	  	  	 	799	  	
2/3/2010	  	 	2/3/2014	  	  	 	33,532	  	  	 	12,241	  	  	 	10,888	  	  	 	-        	  	  	 	92	  	
2/14/2013	  	 	2/14/2014	  	  	 	5,972	  	  	 	2,077	  	  	 	779	  	  	 	390	  	  	 	390	  	
5/6/2010	  	 	5/6/2014	  	  	 	-        	  	  	 	-         	  	  	 	-          	  	  	 	1,845	  	  	 	-      	  	
2/2/2011	  	 	2/2/2015	  	  	 	-        	  	  	 	-         	  	  	 	-          	  	  	 	1,070	  	  	 	798	  	
2/8/2012	  	 	2/8/2015	  	  	 	27,073	  	  	 	5,537	  	  	 	2,460	  	  	 	1,845	  	  	 	984	  	
2/14/2013	  	 	2/14/2015	  	  	 	5,972	  	  	 	2,077	  	  	 	779	  	  	 	389	  	  	 	389	  	
2/8/2012	  	 	2/8/2016	  	  	 	27,072	  	  	 	5,537	  	  	 	2,460	  	  	 	1,845	  	  	 	983	  	
2/14/2013	  	 	2/14/2016	  	  	 	5,972	  	  	 	2,077	  	  	 	778	  	  	 	389	  	  	 	389	  	
2/14/2013	  	 	2/14/2017	  	  	 	5,971	  	  	 	2,076	  	  	 	778	  	  	 	389	  	  	 	389	  	
 
(3) 	Market value was determined based on the December 31, 2013 NYSE closing price of our common stock ($41.78).	
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	

(4) 	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  	 	
   2/2/2011(a)	  	 	2/26/2014	  	  	28,436	  	 	5,924	  	  	 	3,081	  	  	 	-        	  	  	 	-        	  	
   2/8/2012(b)	  	 	2/8/2015	  	  	52,133	  	 	10,663	  	  	 	4,739	  	  	 	-        	  	  	 	-        	  	
 2/14/2013(b)	  	 	2/14/2016	  	  	23,000	  	 	8,000	  	  	 	3,000	  	  	 	1,500	  	  	 	1,500  	  	
 
(a) 	The performance-based RSUs granted on February 2, 2011 ultimately vested on February 26, 2014 at the 90% payout level based on our achievement of Consolidated Cash Flow, or CCF, determined by the Human Resources Committee.	
(b) 	The number of RSUs listed above with respect to the February 8, 2012 grant assume vesting at the “target” performance level, and the number of RSUs listed above with respect to the February 14, 2013 grant assume vesting at the “target” performance level, in each case taking into account performance to date with respect to the performance metrics under the award	

 	agreement. 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 (a period beginning January 1, 2012 to December 31, 2014 for the February 8, 2012 awards; and a period beginning January 1, 2013 to December 31, 2015 for the February 14, 2013 awards). See Compensation Discussion and Analysis—2013 Compensation Decisions—Long-Term Equity Incentive Compensation  for a discussion of the terms of these RSUs.	

2013 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 2013.

2013 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	  	-	  	-	  	 	-     	  	  	 	-        	  	
  Mark Fioravanti	  	-	  	-	  	 	3,293	  	  	 	116,144	  	
  Bennett Westbrook	  	7,103	  	141,944	  	 	-     	  	  	 	-        	  	
  Patrick Chaffin	  	-	  	-	  	 	1,796	  	  	 	78,683	  	
  Scott Lynn	  	-	  	-	  	 	89	  	  	 	3,691	  	
 
(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.	

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Other Compensation Information
Pension Benefits
None of our NEOs participate in the frozen defined benefit plan we maintain.
Nonqualified Deferred Compensation
Supplemental Deferred Compensation
 
Our supplemental deferred compensation plan, or SUDCOMP, is a nonqualified plan that allows eligible participants (including NEOs) to defer up to 40% of their base salary (less amounts deferred under our 401(k) plan) and 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.
The table below shows each NEO’s salary deferrals, company matching obligations, earnings and account balances in the SUDCOMP as of December 31, 2013:

Nonqualified Deferred Compensation for Fiscal Year 2013 Table

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	  	  	 	169,565	  	  	 	22,957	  	  	 	3,379,001	  	  	-	  	 	13,796,122  	  	
  Mark Fioravanti	  	 	SUDCOMP	  	  	 	17,044	  	  	 	14,420	  	  	 	96,146	  	  	-	  	 	588,935  	  	
  Bennett Westbrook	  	 	SUDCOMP	  	  	 	27,492	  	  	 	10,339	  	  	 	110,145	  	  	-	  	 	515,697  	  	
  Patrick Chaffin	  	 	SUDCOMP	  	  	 	2,505	  	  	 	2,505	  	  	 	16,829	  	  	-	  	 	91,286  	  	
  Scott Lynn	  	 	SUDCOMP	  	  	 	12,012	  	  	 	4,698	  	  	 	7,949	  	  	-	  	 	56,394  	  	
 
(1) 	Amounts in this column are reported as compensation in the 2013 Summary Compensation Table above. Amounts in this column do not include deferrals of cash incentive bonus amounts with respect to the 2012 fiscal year paid in 2013 ($992,500 in the case of Mr. Reed, $26,000 in the case of Mr. Fioravanti and $3,000 in the case of Mr. Chaffin), or the company match with respect to such amounts.	
(2) 	None of the amounts in this column are included as compensation in the 2013 Summary Compensation	

 	Table above because above-market or preferential earnings are not available.	
(3) 	Of the amounts listed in this column, the following amounts have been reported as compensation in the 2013 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: $7,200,027; Mr. Fioravanti: $267,343; Mr. Westbrook: $243,440; Mr. Chaffin: $31,959; and Mr. Lynn: $28,408.	

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
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 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 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 to Mr. Reed in satisfaction of his SERP benefit meets requirements necessary so that we will not recognize any increase or decrease in expense as a result of subsequent changes in the 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.
The table below shows the salary deferrals, company matching obligations, earnings and account balances with respect to Mr. Reed’s SERP benefit in 2013:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Name
(a)	  	Plan(1)
(b)	 	  	Executive
Contributions
in Last FY
($)(c)	  	Registrant
Contributions
in Last FY (2)
($)(d)	  	Aggregate
Earnings
(Losses) in
Last FY (3)
($)(e)	 	  	Aggregate
Withdrawals/
Distributions
in Last FY
($)(f)	  	Aggregate
Balance at
Last FY (4)
($)(g)	 	
  Colin Reed	  	 	SERP          	  	  	-	  	-	  	 	2,153,758	  	  	-	  	 	19,708,671  	  	
 
(1) 	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 2013 was based solely on the amounts previously contributed.	
(2) 	As described above we are obligated to pay to Mr. Reed the initial SERP benefit and the additional SERP benefit by distributing the shares of our common stock held by the rabbi trust. The amount of these obligations has not been reported as compensation in the  2013 Summary Compensation Table  or previous years since above-market or preferential returns are not available with respect to the SERP.	

(3) 	Represents the change in market value of our common stock from December 31, 2012 to December 31, 2013. Includes the value of additional shares of our common stock purchased by the rabbi trust during 2013 to reinvest cash dividends paid on our common stock pursuant to standing instructions. This amount has not been reported as compensation in the  2013 Summary Compensation Table  or previous years since above-market or preferential returns are not available with respect to the SERP.	
(4) 	Represents the value of both the initial SERP benefit and the additional SERP benefit as of December 31, 2013, which is calculated by multiplying the 471,725 shares of our common stock held by the rabbi trust on such date by the December 31, 2013 NYSE closing price of our common stock ($41.78).	

47

 	
2014 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 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 and September 2010. Mr. Fioravanti’s employment agreement was amended in February 2010 and September 2010. Mr. Westbrook’s employment agreement was amended in September 2010. In November 2012, Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements were amended in connection with our REIT restructuring. Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’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.
Mr. Chaffin and Mr. Lynn each have severance agreements with us, entered into in October 2010 and February 2013, respectively, with an initial two-year term and automatic renewals of one year following the initial two-year term (unless either party provides notice of non-renewal). The severance agreements provide for cash payments and other benefits only in connection with Mr. Chaffin’s and 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, 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.
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 below applies to each of the NEOs.
Payments Made on Any Termination of Employment
Regardless of the manner in which an NEO’s employment with us is terminated, the NEO would be entitled to receive:
 
 	•	 	accrued but unpaid base salary through the date of termination;	

 	•	 	any unpaid portion of any annual cash bonus for prior calendar years;	

 	•	 	accrued but unpaid vacation pay, unreimbursed employment-related expenses and other benefits owed to the NEO under our employee benefit plans or policies;	

 	•	 	all vested 401(k) plan and SUDCOMP account balances; and	

 	•	 	in the case of Mr. Reed, his SERP benefit.	

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	

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 (1)  or if he resigned without Good Reason (2)  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, 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 payments:
 
 	•	 	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).	

(1) 	Under Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’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.	
(2) 	Under Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’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 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).	
 
49

 	
2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
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 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 under Payments Made on Any Termination of Employment above;	

 	•	 	the following severance payment:	

Mr. Reed	 	Mr. Fioravanti &
Mr. Westbrook	
 	 	
2x base salary plus 2x last
year’s annual cash incentive
bonus	 	1x base salary plus 1x last
year’s annual cash incentive
bonus	

 	•	 	in the case of Mr. Fioravanti, 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 	 	Mr. Fioravanti &
Mr. Westbrook	
 	 	
all awards scheduled to
vest within 2 years of
termination	 	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	
 	 	
all unvested stock
options scheduled to
vest within 2
year of termination	 	all unvested stock
options scheduled to
vest within 1
year of termination	

 	  	 	Mr. Reed would have 2 years from termination to exercise the awards, while Mr. Fioravanti and Mr. Westbrook would have 1 year from termination to exercise the 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.	
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 employment agreements (and 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)  following a “Change of Control”, which 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 (4) ;	
 	•	 	a majority of the incumbent members of our Board cease to serve on our Board without the consent of the incumbent Board (5) ;	
 	•	 	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.	

(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) 	For Mr. Chaffin and Mr. Lynn, the required ownership percentage is 40% instead of 35%.	
(5) 	For Mr. Chaffin and Mr. Lynn, a Change of Control would occur if, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority of the Board without the consent of at least two-thirds of the incumbent Board who were directors at the beginning of such period.	
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
If any of our NEOs were terminated without Cause(6) (or resigned for Good Reason(7)) following a Change of Control within the designated period, the executive would be entitled to receive:

•       all amounts under Payments Made on Any Termination of Employment above;	
•       the following severance payment:
 	
Mr. Reed, Mr. Fioravanti
& Mr. Westbrook	 	Mr. Chaffin &
Mr. Lynn	
 	 	
3x base salary plus 3x highest
cash incentive bonus in
last 3 years	 	2x base salary plus 2x last
year’s annual cash incentive
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 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.	

51
(6) 	The severance agreements for Mr. Chaffin and Mr. Lynn provide that the executive may be terminated for Cause if he was terminated for gross misconduct.	
(7) 	The severance agreements for Mr. Chaffin and Mr. Lynn provide that the executive may terminate his employment for Good Reason following a Change of Control if: his salary is reduced, there is a material reduction in his benefits or there is a material change in his status, working conditions or management responsibilities; or he is required to relocate his residence more than 100 miles from our corporate headquarters.	

 	
2014 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, 2013.

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
($)	 	
  Cash Severance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mr. Reed	 	 	-	  	 	 	-	  	 	 	-	  	 	 	5,340,000	(1) 	 	 	8,010,000(2)  	  	
Mr. Fioravanti	 	 	-	  	 	 	-	  	 	 	-	  	 	 	1,075,000	(3) 	 	 	3,225,000(2)  	  	
Mr. Westbrook	 	 	-	  	 	 	-	  	 	 	-	  	 	 	555,000	(3) 	 	 	1,665,000(2)  	  	
Mr. Chaffin	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	800,000(1)  	  	
Mr. Lynn	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	726,580(1)  	  	
  Non-Equity Incentive Compensation (4)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mr. Reed	 	 	-	  	 	 	-	  	 	 	1,000,000	  	 	 	-	  	 	 	-	  	
Mr. Fioravanti	 	 	-	  	 	 	-	  	 	 	432,500	  	 	 	432,500	  	 	 	-	  	
Mr. Westbrook	 	 	-	  	 	 	-	  	 	 	205,875	  	 	 	-	  	 	 	-	  	
Mr. Chaffin	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
Mr. Lynn	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	 	 	-	  	
  Stock Options Accelerated Vesting (5)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mr. Reed	 	 	-	  	 	 	-	  	 	 	2,513,508	  	 	 	1,893,459	  	 	 	2,513,508  	  	
Mr. Fioravanti	 	 	-	  	 	 	-	  	 	 	489,963	  	 	 	171,065	  	 	 	489,963  	  	
Mr. Westbrook	 	 	-	  	 	 	-	  	 	 	230,396	  	 	 	91,962	  	 	 	230,396  	  	
Mr. Chaffin	 	 	-	  	 	 	-	  	 	 	20,121	  	 	 	-	  	 	 	20,121  	  	
Mr. Lynn	 	 	-	  	 	 	-	  	 	 	25,462	  	 	 	-	  	 	 	25,462  	  	
Performance-Based RSU Accelerated Vesting (6)	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mr. Reed	 	 	-	  	 	 	-	  	 	 	2,960,447	  	 	 	3,366,173	  	 	 	4,327,113  	  	
Mr. Fioravanti	 	 	-	  	 	 	-	  	 	 	655,946	  	 	 	247,505	  	 	 	1,027,245  	  	
Mr. Westbrook	 	 	-	  	 	 	-	  	 	 	302,487	  	 	 	326,720	  	 	 	452,060  	  	
Mr. Chaffin	 	 	-	  	 	 	-	  	 	 	20,890	  	 	 	-	  	 	 	62,670  	  	
Mr. Lynn	 	 	-	  	 	 	-	  	 	 	20,890	  	 	 	-	  	 	 	62,670  	  	
  Time-Based RSU Accelerated Vesting (7)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mr. Reed	 	 	-	  	 	 	-	  	 	 	4,661,144	  	 	 	3,031,097	  	 	 	4,661,144  	  	
Mr. Fioravanti	 	 	-	  	 	 	-	  	 	 	1,321,167	  	 	 	829,542	  	 	 	1,321,167  	  	
Mr. Westbrook	 	 	-	  	 	 	-	  	 	 	790,561	  	 	 	622,773	  	 	 	790,561  	  	
Mr. Chaffin	 	 	-	  	 	 	-	  	 	 	385,713	  	 	 	-	  	 	 	385,713  	  	
Mr. Lynn	 	 	-	  	 	 	-	  	 	 	217,799	  	 	 	-	  	 	 	217,799  	  	
 
52

 	
2014 NOTICE OF MEETING AND PROXY STATEMENT    	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
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
($)	 	
  Other Benefits and Perquisites	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Mr. Reed	  	 	-	  	  	 	-	  	  	 	241,616(8)  	  	  	 	241,616(8)  	  	  	 	241,616(8)  	  	
Mr. Fioravanti	  	 	-	  	  	 	-	  	  	 	-	  	  	 	-	  	  	 	61,785(9)  	  	
Mr. Westbrook	  	 	-	  	  	 	-	  	  	 	-	  	  	 	-	  	  	 	65,559(9)  	  	
Mr. Chaffin	  	 	-	  	  	 	-	  	  	 	-	  	  	 	-	  	  	 	41,706(10)  	  	
Mr. Lynn	  	 	-	  	  	 	-	  	  	 	-	  	  	 	-	  	  	 	41,706(10)  	  	
 
(1) 	Amount equal to two times base salary in effect at December 31, 2013, plus two times cash incentive bonus for the 2012 fiscal year.	
(2) 	Amount equal to three times base salary in effect at December 31, 2013, plus three times cash incentive bonus for the 2012 fiscal year (the highest cash incentive bonus for the last three fiscal years).	
(3) 	Amount equal to one times base salary in effect at December 31, 2013, plus one times cash incentive bonus for the 2012 fiscal year.	
(4) 	Reflects the cash incentive bonus for the 2013 fiscal year.	
(5) 	Calculated as the difference between the exercise price of the in-the-money stock options and the December 31, 2013 NYSE closing price of our common stock ($41.78).	
(6) 	Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December 31, 2013 NYSE closing	

 	price of our common stock ($41.78), assuming vesting at the target performance level. The number of shares of common stock to be issued upon vesting of performance-based RSUs is ultimately based upon the actual achievement of the performance goals stated in the applicable award agreement.	
(7) 	Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December 31, 2013 NYSE closing price of our common stock ($41.78).	
(8) 	Represents health insurance coverage for Mr. Reed and his spouse for a period of 16 years (assuming a life expectancy of 82 years for Mr. Reed and assuming an annual cost of $15,101, which was the cost of such benefit in 2013).	
(9) 	Represents health insurance coverage and physical examination fees for a period of three years.	
(10) 	Represents health insurance coverage for a period of two years.	

53

 	
2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Director Compensation
 
Cash Compensation
Each non-employee director receives the following annual cash compensation:

Compensation
Item	  	Amount    
($)    	
  Annual Retainer (Independent Directors)	  	 	 	60,000  	 	
  Lead Independent Director	  	 	 	20,000  	 	
  Audit Committee Chairman	  	 	 	20,000  	 	
  Human Resources Committee Chairman	  	 	 	15,000  	 	
  Nominating and CG Committee Chairman	  	 	 	15,000  	 	
  Audit Committee Members	  	 	 	10,000  	 	
  Other Committee Members	  	 	 	7,500  	 	
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 2014, three directors have elected to defer their cash compensation. Prior to 2014, directors could participate in a deferred compensation plan, with earnings on fees deferred under this plan accruing based on either, at the participant’s election, the performance of our common stock or the performance of a pre-determined investment allocation. Effective December 31, 2013 this plan was terminated and participating directors received additional RSUs equal to the value of their deferred compensation under the plan (the receipt of which is deferred until either a specified date or the director’s retirement or resignation from the Board).
All directors are reimbursed for expenses incurred in attending meetings. Mr. Reed does not receive cash compensation for his service as a director.
Equity-Based Compensation
Each non-employee director receives, 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 $75,000 (based upon the fair market value of our common stock on the
grant date). The RSUs vest fully on the first anniversary of the date of grant unless 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 5,000 shares of our common stock, with a five-year time period to comply. Shares of common stock issuable upon the vesting of RSUs are credited toward this requirement. In 2014 we amended these guidelines to provide that 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, 2014 (the annual compliance date), all of our non-employee directors met this requirement, as follows:

Name	  	Required
Ownership
(#)	  	Shares  
Owned (1)   
(#)  	
  Michael J. Bender	  	 	 	5,000	 	  	 	 	17,790  	 	
  E. K. Gaylord II	  	 	 	5,000	 	  	 	 	196,076  	 	
  Ralph Horn	  	 	 	5,000	 	  	 	 	107,482  	 	
  Ellen Levine	  	 	 	5,000	 	  	 	 	16,831  	 	
  Robert S. Prather, Jr.	  	 	 	5,000	 	  	 	 	16,488  	 	
  Michael D. Rose	  	 	 	5,000	 	  	 	 	134,445  	 	
  Michael I. Roth	  	 	 	5,000	 	  	 	 	19,870  	 	
 
(1) 	Includes the following shares represented by RSUs held by each director: Mr. Bender: 14,395; Mr. Gaylord: 40,520; Mr. Horn: 56,166; Ms. Levine: 1,754; Mr. Prather: 12,528; Mr. Rose: 17,523; and Mr. Roth: 1,754.	

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
2013 Non-Employee Director Compensation Table
The chart below summarizes the annual compensation for our non-employee directors during 2013:

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)    	 	
  Glenn Angiolillo(4)	  	 	36,750	  	  	 	-	  	  	-	  	-	  	-	  	-	  	 	36,750    	  	
  Michael Bender	  	 	78,000	  	  	 	74,992	  	  	-	  	-	  	-	  	-	  	 	152,992    	  	
  E. K. Gaylord II	  	 	68,000	  	  	 	74,992	  	  	-	  	-	  	-	  	-	  	 	142,992    	  	
  D. Ralph Horn	  	 	109,250	  	  	 	74,992	  	  	-	  	-	  	-	  	-	  	 	184,242    	  	
  Ellen Levine	  	 	73,000	  	  	 	74,992	  	  	-	  	-	  	-	  	-	  	 	147,992    	  	
  Robert S. Prather, Jr.	  	 	65,500	  	  	 	74,992	  	  	-	  	-	  	-	  	-	  	 	140,492    	  	
  Michael D. Rose	  	 	63,000	  	  	 	74,992	  	  	-	  	-	  	-	  	-	  	 	137,992    	  	
  Michael I. Roth	  	 	79,250	  	  	 	74,992	  	  	-	  	-	  	-	  	-	  	 	154,242    	  	
 
(1) 	The amount listed above represents cash compensation paid to the director or amounts 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 2013, these amounts may not correspond to the amounts listed above under  Cash Compensation .	
(2) 	Represents the grant date fair value of the annual grant of 1,689 RSUs to the non-employee directors on May 9, 2013, determined in accordance with FASB ASC Topic 718. See Note 7 to our consolidated financial statements for the three years ended December 31, 2013 filed with the SEC on February 28, 2014 for the assumptions made in determining grant date fair value. As of December 31, 2013, the non-employee directors held the following RSUs (consisting of annual RSUs grants, including RSUs previously deferred, and RSUs granted in connection with the December 31, 2013 termination of the directors deferred compensation plan, as adjusted for dividends paid on our common stock):	

Non-Employee
Director	  	RSUs            
(#)            	 	
  Michael J. Bender	  	 	14,227            	  	
  E. K. Gaylord II	  	 	40,391            	  	
  D. Ralph Horn	  	 	56,020            	  	
  Ellen Levine	  	 	1,734            	  	
  Robert S. Prather, Jr.	  	 	12,382            	  	
  Michael D. Rose	  	 	17,397            	  	
  Michael I. Roth	  	 	1,734            	  	
As of December 31, 2013, the non-employee directors held the following stock options, which were previously granted in consideration for the director’s board service:

Non-Employee
Director	  	Stock        
Options        
(#)        	 	
  Michael J. Bender	  	 	21,343        	  	
  E. K. Gaylord II	  	 	18,294        	  	
  D. Ralph Horn	  	 	6,098        	  	
  Ellen Levine	  	 	24,392        	  	
  Robert S. Prather, Jr.	  	 	-        	  	
  Michael D. Rose	  	 	12,196        	  	
  Michael I. Roth	  	 	30,490        	  	
The stock options vest on the first anniversary of the date of grant. The stock options expire on the 10th anniversary of the date of grant.
(3) 	During 2013 three directors elected to defer their annual cash compensation pursuant to the directors deferred compensation plan described above. No amount is reported in this column due to the fact that above-market or preferential earnings were not available under the plan.	
(4) 	Mr. Angiolillo did not stand for re-election at our 2013 annual meeting.	

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Certain Transactions
 
Since the beginning of 2013, 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.
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 of the Audit Committee of the Board 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 certain written representations from reporting persons, we believe that in 2013 all of
our executive officers, directors and greater than 10% beneficial owners were in compliance with all applicable filing requirements, except that one report on Form 4 covering a transaction for Jennifer Hutcheson, our SVP and Corporate Controller, was inadvertently filed one day late due to a data transmission error.

Equity Compensation Plan Information
The table below includes information about our equity compensation plans as of December 31, 2013:

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	  	 	1,482,276	(1) 	 	$	25.99	  	  	 	      4,573,313(2)  	  	
  Equity compensation plans not approved by security holders	  	 	-	  	 	 	-	  	  	 	-   	  	
 	  	 	 	 	 	 	 	 	  	 	 	 	
Total:	  	 	1,482,276	  	 	$	25.99	  	  	 	4,573,313     	  	

(1) 	Consists of 872,049 shares of common stock to be issued upon the exercise of stock options (with a weighted average exercise price of $25.99 per share) and 610,227 shares of common stock issuable upon the vesting of RSUs (assuming, in the case of performance-based RSUs, vesting at the target performance level).	
(2) 	Pursuant to the RSU sublimit under our omnibus incentive plan, we may only issue an additional 1,027,659 RSUs.	
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Our Independent Registered Public Accounting Firm
 
Appointment of Ernst & Young LLP
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm. Our independent registered public accounting firm will audit our consolidated financial statements for 2014 and the effectiveness of our internal control over financial reporting as of December 31, 2014. 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. 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 2014 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, 2013 and 2012:

Description of
Services	 	2013 Fees
($)	 	 	2012 Fees
($)	 	
  Audit Fees	 	 	    1,222,239    	  	 	 	    1,629,271    	  	
  Audit-Related Fees	 	 	-	  	 	 	-	  	
  Tax Fees	 	 	787,528    	  	 	 	2,063,199    	  	
  All Other Fees	 	 	-	  	 	 	-	  	
 	 	 	 	 	 	 	 	 	
Total:	 	 	2,009,767    	  	 	 	3,692,470    	  	
Audit Services
The fees for audit services during 2013 and 2012 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 2013 and 2012 quarterly financial statements. Ernst & Young LLP did not provide professional services during 2013 or 2012 related to financial information systems design and implementation.
Tax Services
Fees for tax services relate to tax compliance matters, tax advice and planning and tax assistance, including with respect to our REIT restructuring transactions.
Of the total fees for tax services, approximately 52% of these fees in 2013 represented tax planning and advisory services related to our REIT compliance efforts following our REIT conversion on January 1, 2013, and approximately 80% of these fees in 2012 represented tax planning and advisory services fees directly related to our REIT conversion (the year in which our restructuring transactions occurred). The remaining amounts of these tax fees in both of these years related to tax research, planning and other tax consulting services provided by Ernst & Young.
We expect that, due to our REIT status, 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 as compared to when we were a taxable operating company. However, we believe that the selection of Ernst & Young LLP to provide these REIT-related services, and the amount of fees paid to Ernst & Young LLP in 2013 and 2012 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 the company and its organizational structure. We believe this expertise proved critical to our success in completing our REIT conversion in 2012 and in our continued REIT compliance efforts in 2013.

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	

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.

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. Rose is an “audit committee financial expert” for purposes of SEC rules. During the fall of 2013 the committee conducted its annual self-evaluation in order to assess its effectiveness, and at its December 2013 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, 2013, and the financial statements for the three years ended December 31, 2013, with management and Ernst & Young LLP, our independent registered public accounting firm;	
•	 	discussed with Ernst & Young LLP the matters required to be discussed by auditing standards, including Auditing Standard No. 16 (Communications with Audit Committees) issued by the Public Company Accounting Oversight Board; 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, and has discussed with Ernst & Young LLP its independence.	
The committee also has considered whether the provision by Ernst & Young LLP of non-audit services described under Our Independent Registered Public Accounting Firm  above is compatible with maintaining Ernst & Young LLP’s independence.
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. In addressing the quality of management’s accounting judgments, members of

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
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 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, 2013, for filing with the SEC.
Audit Committee:
Michael J. Bender, Chairman
E. K. Gaylord II
Robert S. Prather, Jr.
Michael D. Rose

Submitting Stockholder Proposals and Nominations for 2015 Annual Meeting
 
Stockholder Proposals
If you would like to submit a proposal for inclusion in our proxy statement for the 2015 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 28, 2014 and otherwise comply with the requirements of Rule 14a-8.
If you want to bring business before the 2015 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 under  Nominations 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 7, 2015, but not before January 8, 2015 (or, if the annual meeting is called for a date that is not within 30 days of May 8, 2015, the notice must be received not earlier than the close of business on the 120 th  day prior to such annual meeting and not later than the close of business 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, you must deliver timely notice of the nomination in proper written form, using the procedures outlined in 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.
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 7, 2015, but not before January 8, 2015 (or, if the annual meeting is called for a date that is not within 30 days of May 8, 2015, the notice must be received not earlier than the close of business on the 120 th  day prior to such annual meeting and not later than the close of business on the later of the 90 th  day prior to such annual meeting

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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
or the 10th 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 earlier than the close of business on the 120 th  day prior to such special meeting and not later than the close of business 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. 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.
 
Discretionary Voting of Proxies on Other Matters
We do not intend to bring any proposals to the 2014 Annual Meeting other than the election of directors, the advisory vote on executive compensation and the ratification of our independent registered public accounting firm. We do not expect any stockholder proposals. If new proposals requiring a vote of the stockholders are brought before the meeting in a proper manner, the persons named in the accompanying proxy card intend to vote the shares represented by them in accordance with their best judgment.
By Order of the Board of Directors,
Scott J. Lynn, Secretary
Nashville, Tennessee
March 28, 2014
 
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2014 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Appendix A
Reconciliation of Non-GAAP Financial
Measures to GAAP Financial Measures
Reconciliation of
AFFO(1) (and AFFO Per Share) and AFFO Excluding REIT Conversion Costs
(and AFFO Excluding REIT Conversion Costs Per Share)
to Net Income (Loss)
(in thousands)
 	 	 	 	 	 	 	 	 	 	 	
 	 	Twelve Months Ended
December 31,	 	
 	 	2013	 	 	 	 	2012	 	
  Net income (loss) (2)	 	$	    118,352     	  	 	 	 	$	    (26,644)    	  	
Depreciation and amortization	 	 	116,528     	  	 	 	 	 	130,691     	  	
Gains on sale of real estate assets	 	 	(52)    	  	 	 	 	 	(20,000)    	  	
 	 	 	 	 	 	 	 	 	 	 	
  Funds from operations (FFO)	 	 	234,828     	  	 	 	 	 	84,047     	  	
Capital expenditures(3)	 	 	(29,801)    	  	 	 	 	 	(55,183)    	  	
Non-cash lease expense	 	 	5,595     	  	 	 	 	 	5,706     	  	
Impairment charges	 	 	3,527     	  	 	 	 	 	33,291     	  	
Loss on extinguishment of debt	 	 	4,181     	  	 	 	 	 	-            	  	
Write-off of deferred financing costs	 	 	1,845     	  	 	 	 	 	-            	  	
Amortization of deferred financing costs	 	 	5,525     	  	 	 	 	 	4,908     	  	
Amortization of debt discounts	 	 	13,816     	  	 	 	 	 	13,793     	  	
Noncash tax benefit resulting from REIT conversion	 	 	(64,756)    	  	 	 	 	 	-            	  	
 	 	 	 	 	 	 	 	 	 	 	
  Adjusted funds from operations (AFFO) (2)	 	$	174,760     	  	 	 	 	$	86,562     	  	
 	 	 	 	 	 	 	 	 	 	 	
REIT conversion costs (tax effected)	 	 	15,414     	  	 	 	 	 	43,251     	  	
 	 	 	 	 	 	 	 	 	 	 	
  AFFO excluding REIT conversion costs(2)	 	$	190,174     	  	 	 	 	$	129,813     	  	

  FFO per basic share	 	 	$ 4.59     	  	 	 	 	 	$ 1.77     	  	
  AFFO per basic share	 	 	$ 3.42     	  	 	 	 	 	$ 1.82     	  	
  AFFO excluding REIT conversion costs per basic share	 	 	$ 3.72     	  	 	 	 	 	$ 2.73     	  	
 	 	 	 	
  FFO per diluted share(4)	 	 	$ 3.74     	  	 	 	 	 	$ 1.77     	  	
  AFFO per diluted share	 	 	$ 2.78     	  	 	 	 	 	$ 1.82     	  	
  AFFO excluding REIT conversion costs per diluted share	 	 	$ 3.03     	  	 	 	 	 	$ 2.73     	  	
 
(1) 	We calculate Adjusted Funds From Operations, or AFFO, to mean net income (loss) (computed in accordance with generally accepted accounting principles), excluding non-controlling interests, and gains and losses from sales of property; plus depreciation and amortization (excluding amortization of deferred financing costs and debt discounts) and impairment losses; we also exclude written-off deferred financing costs, non-cash ground lease expense, amortization of debt discounts and amortization of deferred financing costs; and gain (loss) on extinguishment of debt, and subtract certain capital expenditures (the required furniture, fixtures and equipment reserves for our managed properties plus maintenance capital expenditures for our non-managed properties). We also exclude the effect of the non-cash income tax benefit relating to the REIT conversion. We have presented AFFO both excluding and including REIT conversion costs, as well as AFFO per basic share and diluted share both excluding and including REIT conversion costs. 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 our operating performance because they are measures 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 (including REIT conversion costs, in the case of AFFO excluding REIT conversion costs) 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. The $4.9 million loss on the call spread settlement recorded in 2013 related to our convertible notes repurchase does not result in a charge to net income. Therefore, AFFO for 2013 does not reflect the impact of the loss.	
(2) 	As the impact of the loss on the call spread modification related to the repurchase of our convertible notes does not represent a charge to net income, net income, AFFO and AFFO excluding REIT conversion costs do not include this loss.	
(3) 	Represents furniture, fixtures and equipment reserve for managed properties and maintenance capital expenditures for non-managed properties.	
(4) 	As the GAAP calculation of diluted shares does not consider the anti-dilutive impact of our purchased call options associated with our outstanding 3.75% convertible notes, for 2013 the purchased call options effectively reduce dilution by approximately 6.3 million shares.	
 
A-1

RYMAN HOSPITALITY PROPERTIES, INC.
Annual Meeting of Stockholders
May 8, 2014 10:00 AM
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoints Colin V. Reed, D. Ralph Horn and Scott J. Lynn, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorize 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 Stockholder(s) to be held at 10:00 AM, Eastern Time on May 8, 2014, at the Gaylord Palms Resort and Convention Center, 6000 West Osceola Parkway, Kissimmee, FL, 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, when properly executed, will be voted in the manner 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 Wilmington Trust, 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 proxies are not received in direct proportion to voting by allocated shares for which proxies are received. This card should be voted by 11:59 p.m. Eastern time on May 6, 2014, for the Trustee to vote the plan shares.
Continued and to be signed on reverse side

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
The Board of Directors recommends that you vote FOR the following:
 
1.	Election of Directors	

 	 	 	 	For	 	Against	 	Abstain	
01     	 	Michael J. Bender	 	¨	 	¨	 	¨	
02	 	E. K. Gaylord II	 	¨	 	¨	 	¨	
03	 	D. Ralph Horn	 	¨	 	¨	 	¨	
04	 	Ellen Levine	 	¨	 	¨	 	¨	
05	 	Robert S. Prather, Jr.	 	¨	 	¨	 	¨	
06	 	Colin V. Reed	 	¨	 	¨	 	¨	
07	 	Michael D. Rose	 	¨	 	¨	 	¨	
08	 	Michael I. Roth	 	¨	 	¨	 	¨	
The Board of Directors recommends you vote FOR proposals 2 and 3.
 
2.	To approve, on an advisory basis, the Company’s executive compensation.	

¨ For	 	¨ Against	 	¨ Abstain	
 
3.	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2014.	

¨ For	 	¨ Against	 	¨ Abstain	

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.

 	
Signature [PLEASE SIGN WITHIN BOX]	
 	 	
Date:	  	 	

Signature (Joint Owners)	
 	 	
Date: