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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.    )
Filed by the Registrant    ☒                             Filed by a Party other than the Registrant    ☐
Check the appropriate box:
 
☐	Preliminary Proxy Statement	
 
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))	
 
☒	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)
Payment of Filing Fee (Check the appropriate box):
 
☒	No fee required.	
 
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.	
 
 	(1)	Title of each class of securities to which transaction applies:	

 
 	(2)	Aggregate number of securities to which transaction applies:	

 
 	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):	

 
 	(4)	Proposed maximum aggregate value of transaction:	

 
 	(5)	Total fee paid:	

 
 
☐	Fee paid previously with preliminary materials.	
 
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.	
 
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 	(3)	Filing Party:	

 
 
 	(4)	Date Filed:	

 

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March 31, 2017
Dear Fellow Stockholder:
I am pleased to invite you to attend the 2017 Annual Meeting of Stockholders of Ryman Hospitality Properties, Inc., which will be held at 10:00 a.m. local time on Thursday, May 4, 2017 at the Gaylord Opryland Resort and Convention Center in Nashville, Tennessee. 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 2016 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 &
Chairman of the Board of Directors

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Ryman Hospitality Properties, Inc.
Notice of Annual Meeting of Stockholders

 
Thursday, May 4, 2017
10 a.m. local time	 	 
Gaylord Opryland Resort & Convention Center
2800 Opryland Drive
Nashville, Tennessee 37214
 	  	 
Record Date
The close of business
March 17, 2017
 	
Items of Business
 
•	 	To elect the nine nominees identified in this proxy statement for a one-year term as directors;	

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

•	 	To determine, on an advisory basis, whether we will have future advisory votes regarding executive compensation every one year, every two years or every three years;	

•	 	To ratify the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for 2017; 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 using 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 7. 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 17, 2017, 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 31, 2017

 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 4, 2017. This proxy statement and our 2016 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 2016 annual report to stockholders and our annual report on Form 10-K for the fiscal year ended December 31, 2016, and all amendments or supplements (if any).

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2017 NOTICE OF MEETING AND PROXY STATEMENT    	
 
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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	  	 	6	 	  	 	 	 	
 	 	 	
Questions and Answers About How to Vote Your Shares	  	 	7	 	  	 	 	 	
 	 	 	
Proposals	  	 	12	 	  	 	 	 	
  Proposal 1:  Election of the Nine Nominees for Director Identified in this Proxy Statement	  	 	12	 	  	 	 	 	
  Proposal 2:  Advisory Vote on Executive Compensation	  	 	17	 	  	 	 	 	
  Proposal 3:  Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation	  	 	18	 	  	 	 	 	
  Proposal 4:  Ratification of Independent Registered Public Accounting Firm for 2017	  	 	19	 	  	 	 	 	
 	 	 	
Company Information	  	 	20	 	  	 	 	 	
  Corporate Governance	  	 	20	 	  	 	 	 	
  Committees of the Board	  	 	21	 	  	 	 	 	
  Majority Voting Standard for Director Elections	  	 	24	 	  	 	 	 	
  Director Retirement Policy	  	 	25	 	  	 	 	 	
  Compensation Clawback	  	 	25	 	  	 	 	 	
  Board’s Role in Risk Oversight	  	 	25	 	  	 	 	 	
  Restrictions on Hedging and Pledging of Company Stock	  	 	26	 	  	 	 	 	
  Proxy Solicitation	  	 	26	 	  	 	 	 	
  Communications with the Board of Directors	  	 	26	 	  	 	 	 	
 	 	 	
Stock Ownership	  	 	27	 	  	 	 	 	
   Beneficial Ownership of Directors, Executive Officers and Large Stockholders Table	  	 	27	 	  	 	 	 	
 	 	 	
Compensation Discussion and Analysis	  	 	29	 	  	 	 	 	
  Executive Summary	  	 	29	 	  	 	 	 	
  Our Compensation Program	  	 	32	 	  	 	 	 	
  2016 Compensation Decisions	  	 	33	 	  	 	 	 	
  Other Compensation Information	  	 	39	 	  	 	 	 	
  2017 NEO Compensation	  	 	41	 	  	 	 	 	
 	 	 	
Human Resources Committee Report	  	 	43	 	  	 	 	 	
 	 	 	
Executive Compensation	  	 	44	 	  	 	 	 	
  2016 Summary Compensation Table	  	 	44	 	  	 	 	 	

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2016 Grants of Plan-Based Awards	  	 	46	 	  	 	 	 	
  2016 Grants of Plan-Based Awards Table	  	 	46	 	  	 	 	 	
 	 	 	
Outstanding Equity Awards at 2016 Fiscal Year End	  	 	47	 	  	 	 	 	
  Outstanding Equity Awards at 2016 Fiscal Year End Table	  	 	47	 	  	 	 	 	
 	 	 	
2016 Option Exercises and Stock Vested	  	 	49	 	  	 	 	 	
  2016 Option Exercises and Stock Vested Table	  	 	49	 	  	 	 	 	
 	 	 	
Other Compensation Information	  	 	50	 	  	 	 	 	
  Pension Benefits	  	 	50	 	  	 	 	 	
  Nonqualified Deferred Compensation	  	 	50	 	  	 	 	 	
  2016 Nonqualified Deferred Compensation Table	  	 	51	 	  	 	 	 	
 	 	 	
Potential Payments on Termination or Change of Control	  	 	52	 	  	 	 	 	
  Employment and Severance Agreements	  	 	52	 	  	 	 	 	
  Description of Potential Payments on Termination or Change of Control	  	 	53	 	  	 	 	 	
  Summary of Potential Payments on Termination or Change of Control	  	 	57	 	  	 	 	 	
 	 	 	
Director Compensation	  	 	59	 	  	 	 	 	
  Cash Compensation	  	 	59	 	  	 	 	 	
  Equity-Based Compensation	  	 	59	 	  	 	 	 	
  Director Stock Ownership Guidelines	  	 	59	 	  	 	 	 	
   2016 Non-Employee Director Compensation Table	  	 	60	 	  	 	 	 	
 	 	 	
Certain Transactions	  	 	61	 	  	 	 	 	
 	 	 	
Section 16(a) Beneficial Ownership Reporting Compliance	  	 	61	 	  	 	 	 	
 	 	 	
Equity Compensation Plan Information	  	 	62	 	  	 	 	 	
  December 31, 2016 Equity Compensation Plan Information Table	  	 	62	 	  	 	 	 	
 	 	 	
Our Independent Registered Public Accounting Firm	  	 	63	 	  	 	 	 	
  Appointment of Ernst & Young LLP	  	 	63	 	  	 	 	 	
  Fee Information	  	 	63	 	  	 	 	 	
 	 	 	
Audit Committee Report	  	 	64	 	  	 	 	 	
 	 	 	
Submitting Stockholder Proposals and Nominations for 2018 Annual Meeting	  	 	65	 	  	 	 	 	
  Stockholder Proposals	  	 	65	 	  	 	 	 	
  Nominations of Board Candidates	  	 	65	 	  	 	 	 	
 	 	 	
Discretionary Voting of Proxies on Other Matters	  	 	66	 	  	 	 	 	
 	 	 	
Appendix A – Reconciliation of Non-GAAP Financial Measures to GAAP Measures	  	 	A-1	 	  	 	 	 	

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2017 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 2016 financial performance, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
Ryman Hospitality Properties, Inc. Annual Meeting of Stockholders

Time and Date:	  	10:00 a.m., local time, May 4, 2017	
Place:	  	Gaylord Opryland Resort & Convention Center
2800 Opryland Drive
Nashville, Tennessee 37214	
Record Date:	  	March 17, 2017	
Number of Common Shares Eligible to Vote at the Meeting (and Record Holders) as of the Record Date:	  	51,089,218 (1,402 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 31, 2017	
Voting Matters

Matter	  	Board Recommendation	  	Page Reference	
Proposal 1:    	 	Election of the Nine Nominees for Director Identified in this Proxy Statement	  	FOR each director nominee	  	              12              	
Proposal 2:	 	Advisory Vote on Executive Compensation	  	FOR	  	              17              	
Proposal 3:	 	Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation	  	FOR approval of a frequency of
every  one  year for future advisory
votes regarding executive
compensation	  	              18              	
Proposal 4:	 	Ratification of Independent Registered Public Accounting Firm for 2017	  	FOR	  	              19              	
Director Nominees

Name
 	 	Age
 	 	Director
Since
 	 	Primary

Occupation
 	 	Committee
Memberships;
Other Roles
 	 	Other Public
Company Boards
 	
  Michael J. Bender	 	55	 	2004	 	Former Chief Operating
Officer – Global eCommerce, Wal-Mart Stores, Inc.	 	Human Resources
(Chair)	 	-	
  Rachna Bhasin	 	44	 	2016	 	Chief Business Officer, Magic Leap, Inc.	 	Audit	 	-	
  Alvin Bowles	 	43	 	-	 	Head of Global Publisher Sales and Operations, Facebook, Inc.	 	-	 	-	
  William F. Hagerty, IV	 	57	 	2016	 	Co-Founder & Managing Director, Hagerty, Peterson & Company	 	Audit	 	Pinnacle Financial
Partners Inc.;
RennaissanceRe
Holdings Ltd.	
 
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Name
 	 	Age
 	 	Director
Since
 	 	Primary

Occupation
 	 	Committee
Memberships;
Other Roles
 	 	Other Public
Company Boards
 	
  Ellen Levine	 	74	 	2004	 	Editorial Consultant, Hearst Magazines	 	Human

Resources;
Nominating & CG	 	-	
  Patrick Q. Moore	 	47	 	2015	 	EVP, Chief Strategy & Corporate Development Officer, YP Holdings	 	Audit (Chair)	 	-	
  Robert S. Prather, Jr.	 	72	 	2009	 	President & CEO, Heartland Media, LLC	 	Human

Resources;
Nominating & CG	 	Diebold Nixdorf,
Inc.; GAMCO
Investors, Inc.;
Southern
Community
Newspapers, Inc.	
  Colin V. Reed	 	69	 	2001	 	Chief Executive Officer and Chairman of the Board of Directors, Ryman Hospitality Properties, Inc.	 	-	 	First Horizon
National
Corporation	
  Michael I. Roth	 	71	 	2004	 	Chairman and Chief Executive Officer, Interpublic Group of Companies	 	Human Resources;
Nominating & CG
(Chair); Lead
Independent
Director	 	Interpublic Group

of Companies;
Pitney Bowes, Inc.
(non-executive
chairman)	
Company Highlights
Total Stockholder Return
As shown in the table below, we have delivered significant value to our stockholders over the last one, three and five years, based on total stockholder return, or TSR (1) .

 
(1) 	TSR is equal to stock price appreciation plus dividends, with dividends reinvested quarterly. For more information with respect to the comparison of our TSR with that of the S&P 500 Index and the FTSE NAREIT Equity REITs Index over the applicable time periods, please see the  Compensation Discussion and Analysis  on page 29.	
 
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Financial Highlights
We believe that our results in 2016 reflect the continued strength of our Hospitality business, particularly the group meetings sector in which we focus, despite the challenging overall hospitality business environment. In 2016, we also experienced significant continued growth in our Entertainment business from the prior year, which reflected our investments in this business and the popularity of Nashville as a tourist destination. Our 2016 financial highlights included:

Increased Revenues
 	 	 	 	Increased Profitability
 	  	 	 	Dividend Growth

  $1.15 billion in total

  revenue (up 5.2% from 2015)
 
  $1.03 billion of Same-
  store Hospitality segment
  revenue (up 4.3% from 2015) (2)	 	 	 	$215.7 million of Same-
store Hospitality segment
operating income (up 27.8% from 2015)  (2)
 
$333.8 million of Same-store Hospitality segment Adjusted EBITDA  (up 6.7% from 2015)  (2) (3)	  	 	 	$3.00 per share
annual cash dividend in
2016 (up 11.1% from 2015)
 
$153 million in total
cash dividends (paid for 2016 fiscal year)	
We believe that, as a result of our efforts in 2016, we are better able to meet our corporate objectives of increasing funds available for distribution to our stockholders and creating long-term stockholder value. You can find more information about our 2016 financial and operating performance in the  Compensation Discussion and Analysis  beginning on page 29.
 
(2)	Same-store results exclude the results associated with our AC Hotel at National Harbor, which opened in April 2015.	
(3)	Same-store Hospitality segment Adjusted EBITDA is a non-GAAP financial measure. For a definition of Same-store Hospitality segment Adjusted EBITDA, a reconciliation of this non-GAAP financial measure to Same-store Hospitality segment operating income (the most comparable GAAP financial measure), and an explanation of why we believe Adjusted EBITDA presents useful information to investors, see Appendix A.	
Compensation Highlights
Objectives
In order to achieve our corporate strategic 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. We believe that our compensation programs provide a suitable balance between long- and short-term compensation and have an appropriate performance-based and “at risk” component.
 
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Compensation Program Summary
The key elements of the compensation program for our NEOs are:

Compensation Element
 	  	Key
Characteristics
 	  	2016 Compensation
Decisions
 	  	Percentage of 2016
Target Total
Compensation (4)
 	
  Base Salary	  	• Fixed compensation.
• Payable in cash.
• Reviewed annually and adjusted when appropriate.	  	Our CEO received a 6.3% increase in base salary, and our other NEOs (on average) received a 7.0% increase in base salary.	  	• 20% of our CEO’s target total compensation.
• 30% of our other NEOs’ target total compensation (on average).	
  Short-Term Cash   Incentive
  Compensation	  	• Variable compensation.
• Payable in cash based on performance against annually established performance objectives.	  	Annual short-term cash incentives were paid at the target payout level due to our financial performance (and, also, in the case of our CEO, the achievement of designated strategic objectives). Mr. Reed also received additional cash incentive compensation in recognition of his contribution to our operating and financial performance.	  	• 29% of our CEO’s target total compensation.
• 32% of our other NEOs’ target total compensation (on average).	
  Long-Term Equity
  Incentive
  Compensation	  	• Variable compensation.
• Performance-based RSUs vesting over a three-year performance period.
• Time-based RSUs vesting ratably over four years.	  	Annual long-term equity incentive compensation to our NEOs was approximately 50% in the form of performance-based RSUs and 50% in the form of time-based RSUs.	  	• 50% of our CEO’s target total compensation.
• 36% of our other NEOs’ target total compensation (on average).	
  Executive-Level
  Perquisites	  	• Fixed compensation.
• Participation in broad-based plans at same cost as other employees.
• Certain executive-level perquisites not paid generally to our other employees.	  	Our NEOs received only modest executive-level perquisites.	  	• 1% of our CEO’s target total compensation.
• 2% of our other NEOs’ target total compensation (on average).	
 
(4) 	Calculated in the manner described in the Compensation Discussion and Analysis beginning on page 29.	
 
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Our Compensation Practices
We also are mindful of the risks to our stockholders that may be inherent in our compensation programs, and we attempt to utilize compensation practices that mitigate these risks. Some of these compensation practices are:

 
  What We Do

 	✓	 	We Pay for Performance—We tie pay to performance in a manner that we believe advances our stockholders’ interests by paying a significant portion of our NEOs’ total compensation opportunities in the form of variable compensation.	
 
 	✓	 	Our Performance-Based RSUs are Tied to TSR—The long-term performance-based awards to our NEOs are in the form of RSUs which vest based on our achievement of TSR compared to the TSR of a designated peer group and other comparable companies. We believe these awards incentivize our NEOs and align the interests of our NEOs with our stockholders.	
 
 	✓	 	We Hold an Annual Say on Pay Vote—Consistent with the views of our stockholders expressed in 2011, we currently conduct an annual “say-on-pay” advisory vote to solicit our stockholders’ views on our compensation programs.	
 
 	✓	 	We Solicit Independent Compensation Advice—Our Human Resources Committee retains Aon Hewitt, a leading independent compensation consultant.	
 
 	✓	 	We Require Meaningful Levels of Stock Ownership by Our Executives and Directors—Our stock ownership guidelines require meaningful levels of stock ownership by our executives (including 5x base salary for our CEO) and directors. All NEOs and non-employee directors are currently in compliance with the guideline applicable to them, after taking into account the applicable grace period for our recently appointed directors.	
 
 	✓	 	We Have Implemented Meaningful Stock Retention Guidelines—Any officer or director who does not meet the applicable stock ownership guideline (regardless of any compliance grace period) must hold at least 50% of the net shares received in any stock option exercise or RSU vesting.	

 
  What We Don’t Do

 	 	 	We Don’t Provide Excessive Levels of Guaranteed Compensation—Our short-term cash incentive plan and the terms of the performance-based RSUs issued to our NEOs (which are tied to TSR) do not have minimum payout levels. All of this compensation is performance-based and “at risk”.	
 
 	 	 	We Don’t Make “Single Trigger” Cash Payments Upon a Change of Control—The employment and severance arrangements with our NEOs require a “double trigger” (requiring both a change of control and termination of employment) for cash severance payments following a change of control.	
 
 	 	 	We Don’t Pay “Gross Ups” For Severance Payments—We do not provide excise or other tax “gross up” payments in connection with any severance payment made to an NEO.	
 
 	 	 	We Don’t Allow Hedging or Significant Pledging of Company Securities by Officers and Directors— Directors and executive officers are prohibited from engaging in hedging transactions designed to offset decreases in the market value of our securities, and directors and executive officers may not pledge a significant amount of company securities without prior approval.	
 
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Corporate Governance Highlights
Our Board of Directors has adopted governance policies that we believe are in the best interests of our stockholders, including:
 
 	•	 	Annual election of all directors.	
 
 	•	 	Non-management director retirement at age 75.	
 
 	•	 	Majority vote standard in uncontested elections.	
 
 	•	 	Independent, involved and informed Board of Directors.	
 
 	•	 	All directors currently serving as directors, other than our CEO, are independent.	
 
 	•	 	All of our directors who served on the Board during 2016 attended more than 75% of the meetings of the Board and those committees of which the director was a member in the aggregate during 2016 (all directors had an attendance percentage with respect to such meetings of 92% or higher).	
 
 	•	 	Board orientation for new members and ongoing director education.	
 
 	•	 	Lead Independent Director.	
 
 	•	 	Independent Board committees.	
 
 	•	 	Our three active standing Board committees are comprised solely of independent directors.	
 
 	•	 	Executive sessions of independent directors are held at each regularly scheduled Board meeting.	
 
 	•	 	Annual Board and committee self-evaluations.	
 
 	•	 	Board oversight of risk management.	
 
 	•	 	No stockholder rights plan.	
 
 	•	 	Common stock is the only class of voting securities outstanding.	
 
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Questions and Answers
About How to Vote Your Shares
Below are instructions on how to vote, as well as information on your voting rights as a stockholder. Some of the instructions vary depending on how your stock is held. It’s important to follow the instructions that apply to your situation.

 
 	 	 	 	 	
Q.	 	Who can vote at the Annual
Meeting?	
A.	 	 
You may vote if you owned shares of our common stock at the close of business on March 17, 2017 (the record date).	

Q.	 	 
How do I vote at the Annual Meeting?	
A.	 	 
Electronically. You may vote using the Internet or by phone.	
 	 	 
To use the Internet, go to www.proxyvote.com to transmit your voting instructions up until 11:59 p.m. Eastern time on May 3, 2017 (for shares in our 401(k) plan, the voting deadline is 11:59 p.m. Eastern time on May 2, 2017). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
 
To vote by phone, dial 1-800-690-6903 using a touch-tone telephone up until 11:59 p.m. Eastern time on May 3, 2017 (for shares in our 401(k) plan, the voting deadline is 11:59 p.m. Eastern time on May 2, 2017). Have your proxy card in hand when you call and then follow the instructions
 
In Person or by Mail. If you hold the shares in your own name, you may also vote in person at the meeting or by signing and dating each proxy card you receive and returning it in the enclosed prepaid envelope. If you vote by proxy, the proxies identified on the back of the proxy card will vote your shares in accordance with your instructions. If you submit a signed proxy card but do not mark the boxes showing	

 	 	 

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

Q.	 	 
	What is the purpose of the Annual
Meeting?	
A.	 	 

 	 
At the Annual Meeting, you and your fellow
stockholders will vote on the following
matters:
 	
 	 	 	  Proposal  	 	 	Matter	
 	 	 	1	 	 	 
Election of the nine nominees for director identified in this proxy statement
 	
 	 	 	2	 	 	 
Advisory vote on executive compensation
 	
 	 	 	3	 	 	 
Advisory vote on the frequency of an advisory vote on executive compensation
 	
 	 	 	4	 	 	 
Ratification of independent registered public accounting firm for 2017

 	 	 

	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	

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

 	 	 	 	 	
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), Proposal 2 (Advisory Vote on Executive Compensation) and Proposal 3 (Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation) are not considered routine under the rules of the NYSE. Therefore, brokers, banks or other nominees will not have the ability to vote shares held in street name with respect to those proposals unless the broker, bank or other nominee has received voting instructions from the beneficial owner of the shares held in street name. Broker non-votes will not impact the outcome of Proposals 1, 2 or 3. It is therefore important that you provide instructions to your broker, bank or other nominee if your shares are held in street name by a broker, banker or other nominee so that you are able to vote with respect to Proposals 1, 2 or 3.	

 	 	 

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

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 2, 2017. 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.	

 
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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 25,544,610 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.	

Q.	 	 

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

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

	 
We also may adjourn the meeting if for any
reason the Board determines that
adjournment is necessary or appropriate to
enable our stockholders to (i) consider fully
information which the Board determines has
not been sufficiently or timely available to
stockholders or (ii) otherwise 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 as
follows on each of the following proposals:
 	
 	 	 	  Proposal  	 	 	Matter	
 	 	 	1	 	 	 
FOR election of the nine nominees for director identified in this proxy statement
 	
 	 	 	2	 	 	 
FOR approval of the advisory vote on executive compensation
 	
 	 	 	3	 	 	 
FOR approval of a frequency of every one year for future advisory votes regarding executive compensation
 	
 	 	 	4	 	 	 
FOR ratification of independent registered public accounting firm for 2017

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.	

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

Q.	  	 
Who will count the votes?	
A.	  	 

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

 
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Q.	  	 

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

 	 
If you send in a signed proxy card but do
not give any voting instructions, your
shares will be voted as follows on each of
the following proposals:
 	
 	  	 	  Proposal  	 	 	Matter	
 	  	 	1	 	 	 
FOR election of the nine nominees for director identified in this proxy statement
 	
 	  	 	2	 	 	 
FOR approval of the advisory vote on executive compensation
 	
 	  	 	3	 	 	 
FOR approval of a frequency of every one year for future advisory votes regarding executive compensation
 	
 	  	 	4	 	 	 
FOR ratification of independent registered public accounting firm for 2017

 
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, Michael I. Roth and Scott J. Lynn to
use their discretion to vote on these other
matters.	

Q.	  	 

 	 
What are my voting options on
Proposal 1 (Election of Directors)?
 	
A.	  	 
 	You may:
 	
               •	  	 
	Vote FOR all of the director
nominees;	
               •	  	 	Vote FOR specific director nominees;	
               •	  	 	Vote AGAINST all director nominees;	
               •	  	 
	Vote AGAINST specific director
nominees;	

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

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

 	Under our Corporate Governance
Guidelines and Bylaws, each incumbent
nominee for director agrees that if he or
she fails to receive the required majority
vote in a director election, the director will
tender a resignation for consideration by
the Nominating and Corporate Governance
Committee and, ultimately, the Board. If
the resignation is accepted, the nominee
will no longer serve on the Board. If the
resignation is rejected, the nominee will
continue to serve on the Board. Under our
Corporate Governance Guidelines and
Bylaws, any new nominee will not be
elected to the Board if he or she fails to
receive the required majority vote in an
election.

Q.	  	 

 	What are my voting options on the
other proposals?
 	
A.	  	 

 

          
 	When voting on either Proposal 2
(Advisory Vote on Executive
Compensation) or Proposal 4 (Ratification
of Independent Registered Public
Accounting Firm), you may:
 
•          Vote FOR the proposal;
•          Vote AGAINST the proposal; or
•          ABSTAIN from voting.

	If you abstain from voting on either 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.	

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With respect to Proposal 3 (Advisory Vote
on the Frequency of the Advisory Vote on
Executive Compensation), you may vote
FOR EVERY YEAR, FOR EVERY TWO
YEARS, FOR EVERY THREE YEARS or
you may elect to ABSTAIN from voting. If
you abstain from voting on Proposal 3,
this abstention will have no effect on the
outcome of the vote.	
 	  	 	 	 	 	 	
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
nine nominees
for director
identified in this
proxy statement)	 

 

 	 	 
Votes cast “FOR” must exceed votes cast “AGAINST” any nominee  (abstentions and broker non-votes will not be counted as votes cast for or against)	

 	 
2
(Advisory vote
on executive
compensation)

 

 	 	Majority of shares entitled to vote and present in person or by proxy	

 	 
3
(Frequency of
the advisory
vote on
executive
compensation)

 

 
 
 	 	Plurality of votes cast	

 	 
4
(Ratification of
independent
registered public
accounting firm)

 

 
 	 	Majority of shares entitled to vote and present in person or by proxy	

 
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Proposals
Proposal 1 (Election of the Nine Nominees for Director Identified in this Proxy Statement)
The information below about the business background of each nominee for director has been provided by each nominee. All nominees except Mr. Bowles are currently directors. An incumbent director, Michael D. Rose (whose information is also provided below) intends to retire as a director, and will not stand for re-election, effective as of the Annual Meeting. 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 2018 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 for director, along with their present positions, their principal occupations, current directorships held with other public companies, as well as directorships with other public companies during the past five years, their ages, and the year first elected as a director, are set forth below. Individual qualifications, experiences and skills that contribute to the Board’s effectiveness as a whole, as determined by the Nominating and Corporate Governance Committee, are also described below.
Incumbent Directors Standing for Re-Election

 
 	 	 	 	
Michael J. Bender
 	 	 	 	
Chief Operating Officer – Global eCommerce of retailer Wal-Mart Stores, Inc., July 2014 to January 2017; EVP and President, West Business Unit of Wal-Mart, February 2011 to July 2014; SVP, Mountain Division of Wal-Mart, February 2010 to February 2011; VP/Regional General Manager at Wal-Mart, February 2009 to February 2010; President/General Manager of the Retail and Alternate Care business of healthcare retailer Cardinal Health, 2003 to 2007. Prior to such time Mr. Bender was Vice President of Store Operations for retailer Victoria’s Secret Stores, and he spent 14 years with beverage company PepsiCo in a variety of sales, finance and operating roles.	 	Qualifications: Mr. Bender’s extensive experience in retail sales in large, complex organizations brings financial, accounting and operational expertise.
 	 	
 	 	Current Directorships: None
 	 	 	
 	 	Former Directorships: None
 	 	 	 	
 	 	Age: 55
 	 	 	 	 	
 	 	Director since: 2004

 

Rachna Bhasin
 	 	 	 	
Chief Development Officer, Magic Leap, Inc., a digital technology company, since October 2015. Prior to such time, Ms. Bhasin was Senior Vice-President of Corporate Strategy and Business Development at media company SiriusXM Radio, a position she had held since 2010. From 2007 until 2010 Ms. Bhasin was General Manager, Strategic Partnerships and Personalization at technology company Dell, Inc., and from 2004 to 2007 she served as Vice President of Business Development at the media company EMI Music, North America.	 	Qualifications: Ms. Bhasin’s experience in the technology, media and entertainment industries provide her with a unique perspective on the challenges and opportunities faced by our Entertainment business segment.
 	 	
 	 	Current Directorships: None
 	 	 	
 	 	Former Directorships: None
 	 	 	 	
 	 	Age: 44
 	 	 	 	 	
 	 	Director since: 2016

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William F. Hagerty, IV
 	 	 	 	
Co-Founder and Managing Director, Hagerty, Peterson and Company, a private equity investment firm, and an independent consultant, since January 2015. From January 2011 to January 2015, Mr. Hagerty served as Tennessee’s Commissioner of Economic and Community Development, the Cabinet post charged with jobs, capital investment and economic growth. In that role, Mr. Hagerty was also responsible for the Tennessee Film, Entertainment and Music Commission and the Tennessee Technology Development Corporation. From 1996 until December 2010, Mr. Hagerty served as Co-Founder and Managing Director of Hagerty, Peterson and Company. Mr. Hagerty began his career with The Boston Consulting Group, where his work spanned five continents. Mr. Hagerty was Senior Expatriate in the firm’s Tokyo office when he took leave to serve on the White House staff under President George H.W. Bush. Mr. Hagerty began his career in private equity with Trident Capital prior to co-founding Hagerty, Peterson and Company.	 	Qualifications: Mr. Hagerty has considerable expertise in corporate governance and in the oversight of the financial and accounting functions of large, complex organizations as a result of his service as an executive and a director of public and private companies.
 
Current Directorships: Pinnacle Financial Partners Inc.; RenaissanceRe Holdings Ltd.
 
Former Directorships: None
 
Age: 57
 
Director since: 2016	 	

 	 	 	 	 	 	

 
 	 	 	 	
Ellen Levine
 	 	 	 	
Editorial Consultant, Hearst Magazines, a media and publishing company, since 2017; Editorial Director, Hearst Magazines, 2006 to 2017; Editor-in-Chief,  Good Housekeeping  magazine, 1994 to 2006; Editor-in-Chief,  Redbook  magazine, 1990 to 1994; Editor-in-Chief,  Woman’s Day  magazine, 1982 to 1990; Senior Editor,  Cosmopolitan , 1976 to 1982. Ms. Levine was instrumental in founding  O, The Oprah Magazine  in 2000 (and continues to serve as its Editorial Consultant), Food Network Magazine  in 2008,  HGTV Magazine  in 2012 and  Dr. Oz THE GOOD LIFE  in 2014.	 	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: None
 	 	 	 	
 	 	Age: 74
 	 	 	 	 	
 	 	Director since: 2004

 

Patrick Q. Moore
 	 	 	 	
Executive Vice President, Chief Strategy and Corporate Development Officer, YP Holdings, a privately-held media and advertising company, since May 2013; Partner, McKinsey & Company, a management consulting firm, September 2001 to May 2013, where he served a range of consumer, hospitality and media clients and also led McKinsey’s North American Consumer Digital Excellence initiative.	 	Qualifications: Mr. Moore’s experience at a digital media company and at a management consulting firm provide him with a unique perspective on the challenges and opportunities faced by our Entertainment business segment. Mr. Moore also has considerable expertise in the hospitality industry as a result of his service as a management consultant.
 	 	
 	 	Current Directorships: None
 	 	 	
 	 	Former Directorships: None
 	 	 	 	
 	 	Age: 47
 
Director since: 2015

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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 Nixdorf, Inc.; GAMCO Investors, Inc.; Southern Community Newspapers, Inc.
 	 	 	
 	 	Former Directorships: Gray Television, Inc.
 	 	 	 	
 	 	Age: 72
 	 	 	 	 	
 	 	Director since: 2009

 

Colin V. Reed
 	 	 	 	
Chairman of our Board since May 2005; our Chief Executive Officer since April 2001; our President from November 2012 to March 2015 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: 69
 	 	 	 	 	
 	 	Director since: 2001

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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: As chairman and chief executive officer of one of the world’s largest publicly-traded marketing services companies, Mr. Roth brings a variety of experience and expertise to the Board, including in the areas of capital markets and corporate governance.
 
Mr. Roth also serves as our Lead Independent Director, and Mr. Roth regularly devotes additional time and effort to perform the duties associated with this role, as described on page 20 below. In 2016, Mr. Roth attended 100% of all Board and applicable committee meetings, and since 2013, the year of our REIT conversion, Mr. Roth’s attendance percentage for such meetings has been 100%.
 
The Board believes that Mr. Roth’s service with other publicly traded companies does not negatively impact his service on our Board.
 	 	
 	 	Current Directorships: The Interpublic Group of Companies; Pitney Bowes, Inc. (non-executive chairman)
 	 	 	
 	 	Former Directorships: None
 	 	 	 	
 	 	Age: 71
 	 	 	 	 	
 	 	Director since: 2004
 	 	 	 	 	
Nominee for Director

 
 	 	 	 	
Alvin Bowles
 	 	 	 	
Head of Global Publisher Sales and Operations, Facebook, Inc., a technology company, since October 2015; CEO of media company GrabMedia, March 2011 to September 2015; SVP, Integrated Marketing & Brand Solutions, of media company Black Entertainment Television, LLC, April 2007 to December 2010; Vice President Sales, Publisher, AOL Black Voices, of media and technology company AOL, April 2005 to April 2007; Vice President, Global Media Group, of entertainment company Time Warner Inc., January 2004 to April 2005.	 	Qualifications: Mr. Bowles brings operating experience in large, complex organizations as a result of his service as a senior executive of public and private companies. Mr. Bowles’ experience at digital media and technology companies provides him with a unique perspective on the challenges and opportunities faced by our Entertainment business segment.
 	 	
 	 	Current Directorships: None
 	 	 	
 	 	Former Directorships: None
 	 	 	 	
 	 	Age: 43

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Incumbent Director Not Standing for Re-Election

 
 	 	 	 	
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: None
 	 	 	
 	 	Former Directorships: Darden Restaurants, Inc.; First Horizon National Corporation; General Mills, Inc.
 	 	 	 	
 	 	Age: 75
 	 	 	 	 	
 	 	Director since: 2001
 	 	 	 	 	
Board Meetings in 2016 and Director Attendance
In 2016 the Board met four times. All directors who served on the Board during 2016 attended at least 75% of the total number of meetings of the Board and those committees of which the director was a member during the period in which he or she served as a director in the aggregate during the year.
Voting Recommendation
The Board unanimously recommends that our stockholders vote FOR each of our nominees.
Our Corporate Governance Guidelines and Bylaws provide for a majority voting standard in uncontested director elections. A director nominee will be elected to the Board only if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” such nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or against such election). If an incumbent nominee for director fails to receive the required majority vote in a director election, he or she will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee and, ultimately, the Board.
In the event any incumbent nominee for director does not receive the requisite majority vote, our Corporate Governance Guidelines and Bylaws provide that our Nominating and Corporate Governance Committee will evaluate the circumstances of the failed election and will make a recommendation regarding how to act upon the tendered resignation to the full Board, in light of the best interests of the company and its stockholders. The full Board will then act upon the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and will publicly disclose its decision regarding the tendered resignation and its rationale within 90 days of the certification of the election results. If the Board accepts the resignation, the nominee will no longer serve on the Board. If the Board rejects the resignation, the nominee will continue to serve until his or her successor has been duly elected and qualified or until his or her earlier disqualification, death, resignation or removal.
 
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Proposal 2 (Advisory Vote on Executive Compensation)
We are asking stockholders to cast an advisory (non-binding) vote on our executive compensation for our named executive officers, or NEOs. Please read the  Compensation Discussion and Analysis  beginning on page 29 and the related compensation tables and narrative discussion appearing on pages 44 through 49, which provide more information on the compensation paid to our NEOs for 2016.

 
Our executive compensation programs are designed to attract, retain and motivate qualified, knowledgeable and talented executives who are capable of performing their responsibilities. We believe that the leadership and performance of our executives contributed significantly to our strong operating and financial results in 2016, which included:
 
•	 	Company Revenues Were at Record Levels. In 2016 our total revenues were $1.15 billion, the highest level in our history and a 5.2% increase from 2015. Our Same-store Hospitality segment revenue increased 4.3% from 2015 to $1.03 billion, and our Entertainment segment revenue increased 12.3% from 2015 to $109.6 million.	
•	 	We Saw Increased Levels of Profitability. In 2016 we experienced the highest level of profitability in our company’s history. Our net	

 	 	income increased 42.9% to $159.4 million, and our AFFO(1) increased 8.3% to $281.5 million, as compared to 2015. Our Same-store Hospitality segment operating income increased 27.8% from 2015 to $215.7 million, and our Same-store segment Hospitality segment Adjusted EBITDA (1)  increased 6.7% from 2015 to $333.8 million. Our Entertainment segment operating income increased 14.9% from 2015 to $28.0 million, and our Entertainment segment Adjusted EBITDA (1)  increased 16.0% from 2015 to $35.7 million.	
•	 	We Continued to Increase Dividends to Stockholders. In 2016 we increased our annual cash dividend by 11.1% (as compared to 2015) to $3.00 per share, paying approximately $153 million in dividends to our stockholders in 2016 (including the dividends paid in January 2017 to holders of record as of December 30, 2016).	

 
Voting Recommendation
For the reasons discussed above and in the Compensation Discussion and Analysis beginning on page 29, we are asking our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the company’s stockholders approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including 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 NEOs as disclosed in this proxy statement.

(1)	AFFO, Same-store Hospitality segment Adjusted EBITDA and Entertainment segment Adjusted EBITDA are non-GAAP financial measures. For a definition of these non-GAAP financial measures, a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure, and an explanation of why we believe these measures present useful information to investors, see Appendix A.	
 
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Proposal 3 (Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation)
In accordance with the Dodd-Frank Act, we are asking our stockholders to determine, on an advisory basis, the frequency with which we will include in future annual proxy statements a stockholder advisory vote on the compensation of our NEOs. Consistent with the views of our stockholders expressed in 2011 when we previously held this vote, we have held an advisory vote on executive compensation every year since 2011.

 
By voting on this Proposal 3, stockholders may indicate whether they would prefer that we provide for a stockholder advisory vote on executive compensation at future annual meetings every year, every two years or every three years.
The Board of Directors believes that providing an advisory vote on the compensation of our NEOs every year is the most appropriate alternative. In formulating its recommendation, the Board of Directors determined that an annual advisory vote on executive
compensation will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement on a more timely and consistent basis than the biennial and triennial alternatives.
Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking regular dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.

 
Voting Recommendation
Our stockholders will have the opportunity to specify one of four choices for this proposal on the proxy card: every year, every two years, every three years or abstain. Stockholders are not voting to approve or disapprove of the Board of Directors’ recommendation. Rather, the outcome of this advisory vote regarding the frequency of a stockholder advisory vote will be determined by which frequency—every year, every two years or every three years—receives the greater number of votes cast. Specifically, stockholders are being asked to vote on the following resolution at the Annual Meeting:
“RESOLVED, that the stockholders of the Company determine, on an advisory basis, whether the stockholders of the Company shall have an advisory vote on the compensation of the Company’s named executive officers as set forth in the Company’s proxy statement every one year, every two years or every three years.”
The Board and the Human Resources Committee unanimously recommend that the stockholders vote FOR a frequency of every  one  year for future advisory votes regarding executive compensation.
Approval of this proposal requires the affirmative vote of a plurality of the votes cast on this matter. If you abstain from voting on this matter, your abstention will have no effect on the outcome of the vote. Broker non-votes will not impact the outcome of this matter. While this vote is advisory and therefore not binding on us, our Board and our Human Resources Committee value the opinions of our stockholders and will take into consideration the outcome of this vote when making future decisions regarding our executive compensation programs.
 
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Proposal 4 (Ratification of Independent Registered Public Accounting Firm for 2017)
Proposal 4 asks that our stockholders vote to ratify the Audit Committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm to audit our financial statements and internal control over financial reporting for the 2017 fiscal year. You can find more information about our relationship with Ernst & Young LLP on page 63 of this proxy statement.

 
Proposal 4 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 2017 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.

 
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 2017.
 
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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 four meetings during 2016. All directors who served on the Board during 2016 attended at least 75% of the total number of meetings of the Board and those committees of which the director was a member during the period in which he or she served as a director in the aggregate during 2016.
We have adopted Corporate Governance Guidelines governing the conduct of our Board. The charters of our Audit Committee, Human Resources Committee and Nominating and Corporate Governance Committee, as well as our Corporate Governance Guidelines, are all posted on our web site 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 description, the Chairman of the Nominating and Corporate Governance Committee serves as the company’s Lead Director, and that individual is currently Michael I. Roth.
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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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 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 then serving as directors attended the 2016 Annual Meeting of Stockholders.
Independence of Directors
Pursuant to our Corporate Governance Guidelines, the Board undertook its annual review of director independence in February 2017. Our Board determines the independence of its members through a broad consideration of all relevant facts and circumstances, including an assessment of the materiality of any relationship between the company and a director. In making this assessment, the Board looks not only at relationships from the director’s standpoint, but also from the standpoint of persons or organizations with which the director has an affiliation. In making its determination, the Board adheres to the requirements of, and applies both the objective and subjective standards set forth by, the NYSE (as set forth in Section 303A.02 of the NYSE listed company manual), as well as the requirements and standards of the SEC and other applicable laws and regulations.
During this review, the Board considered whether there are or have been any transactions and relationships between each director, or any member of his or her immediate family, and the company and its subsidiaries and affiliates. The Board also examined whether there are or have been any transactions and relationships between the incumbent directors, or their affiliates, and members of the company’s senior management or their affiliates. The purpose of this review was to determine whether any of these relationships or transactions were inconsistent with a determination that the director is independent. 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 incumbent 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 current members of the Audit Committee are Patrick Q. Moore (Chair), Rachna Bhasin, William F. Hagerty, IV 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 2016, the committee met seven times.
Human Resources Committee
The current members of the Human Resources Committee are Michael Bender (Chair), Ellen Levine, Robert S. Prather and Michael I. Roth.
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-based 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 and must be ratified by the committee.
The committee has engaged Aon Hewitt as its compensation consultant since 2013. The committee has determined that no conflict of interest exists between Aon Hewitt and the company (including the company’s Board members and company management) pursuant to Item 407(e)(3)(iv) of SEC Regulation S-K. In 2015 neither Aon Hewitt nor any affiliate of Aon Hewitt provided any services to the company or its affiliates apart from its engagement by the committee described above.
Aon Hewitt assisted the committee in determining if its strategies and plans were advisable based on our current financial position and strategic goals, as well as developments in corporate governance and compensation design. At the committee’s request, Aon Hewitt also performed several analyses, including updates to the executive salary structure and modeling of executive compensation levels at different levels of company performance, to assist the committee in its review.
For additional information regarding the committee’s processes and procedures for considering and determining executive compensation, including the role of executive officers in determining the amount or form of executive compensation, see  Compensation Discussion and Analysis  below.
In 2016, the committee met four 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 current members of the Nominating and Corporate Governance Committee are Michael I. Roth (Chair), Ellen Levine and Robert S. Prather.
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;	

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•	 	developing and recommending changes and modifications to our corporate governance guidelines and our code of conduct to the Board;	
•	 	monitoring and enforcing compliance with our corporate governance guidelines, certain provisions of our code of conduct and other policies; and	
•	 	advising the Board on corporate governance matters, including as appropriate obtaining updates on corporate governance developments from professional advisors.	
In 2016, the committee met four 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, the committee makes a recommendation to the full Board as to whether to accept the director’s resignation, and the Board makes a final determination of whether to accept the director’s resignation.
The committee considers candidates for Board membership recommended by its members and other Board members, as well as by management and stockholders. From time the time the committee may also engage a third party search firm to identify prospective Board members. The committee will only consider stockholder nominees for Board membership submitted in accordance with the procedures set forth in  Submitting Stockholder Proposals and Nominations for 2018 Annual Meeting beginning on page 65.
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 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;	

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•	 	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.
Mr. Bowles was initially identified to the committee as a potential director nominee by an existing director, Patrick Moore. The company also engaged a third party search firm to identify other potential candidates. The committee then interviewed Mr. Bowles and other candidates, reviewed the qualifications, expertise and experience of such candidates, and ultimately recommended to the full Board that Mr. Bowles become a nominee for director.
The committee expects that it will continue to evaluate the composition of the Board during 2017. In the event of any changes in the current composition of the Board, the committee would evaluate the Board’s composition and determine whether to recommend to the full Board the appointment of a new director.
New directors participate in an orientation program that includes discussions with senior management, their review of background materials on our strategic plan, organization and financial statements and visits to our facilities. We encourage each director to participate in continuing educational programs that are important to maintaining a director’s level of expertise to perform his or her responsibilities as a Board member.
Majority Voting Standard for Director Elections
Our Corporate Governance Guidelines and Bylaws provide for a majority voting standard in uncontested director elections. Under these provisions, any director nominee in an uncontested election will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election at any meeting for the election of directors at which a quorum is present (with abstentions and broker non-votes not counted as votes cast either for or against such election). In addition, under our Corporate Governance Guidelines, each director agrees, by serving as a director or by accepting nomination for election as a director, that if while serving as a director he or she fails to receive the required majority vote in a director election, he or she will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee and, ultimately, the Board, as described below.
In the event any incumbent director nominee does not receive the requisite majority vote, our Corporate Governance Guidelines provide that our Nominating and Corporate Governance Committee will evaluate the circumstances of the failed election and will make a recommendation regarding the director’s resignation to the full Board and will evaluate the resignation in light of the best interests of the company and its stockholders in determining whether to recommend accepting or rejecting the tendered resignation, or whether other action should be taken. Thereafter, the Board will act upon the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and will publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days of the certification of the election results. In such event, if the Board accepts the resignation, the nominee will no longer serve on the Board, and if the Board rejects the resignation, the nominee will continue to serve until his or her successor has been duly elected and qualified or until his or her earlier disqualification, death, resignation or removal.

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Director Retirement Policy
Our Corporate Governance Guidelines include a non-management director retirement policy, which requires any director who reaches the age of 75 to either (at the option of the director): (1) retire effective as of the date of the annual meeting of stockholders next following the director’s 75 th  birthday; or (2) not stand for re-election at the next annual meeting of stockholders. In accordance with this policy, Mr. Rose is not standing for re-election at the Annual Meeting.
Compensation Clawback
In 2015 the SEC issued proposed rules regarding the adoption of “clawback” policies by publicly listed companies in accordance with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). When final SEC rules implementing these requirements have become effective, publicly listed companies will be required to adopt a “clawback” policy providing for the recovery of certain incentive-based compensation from the executive officers of the company in the event the company is required to restate its financials as a result of material noncompliance of the company with any financial reporting requirements under the securities laws.
In order to ensure full compliance with these SEC rules, we intend to adopt our own formal clawback policy applicable to our executive officers complying with such rules once these final rules have been adopted by the SEC. In addition, Section 304 of the Sarbanes-Oxley Act of 2002 requires the recovery of incentive awards in certain circumstances. If we are required to restate our financials due to material noncompliance with any financial reporting requirements as a result of misconduct, our CEO and CFO will be required under Section 304 of the Sarbanes-Oxley Act to reimburse us for (1) any bonus or other incentive- or equity-based compensation received during the 12 months following the first public issuance of the non-complying document, and (2) any profits realized from the sale of our securities during such 12 month period. Our omnibus incentive plan also provides that any award made to a participant under the plan will be subject to mandatory repayment by the participant to us to the extent required by (a) any award agreement, (b) any “clawback” or recoupment policy adopted by the company to comply with the requirements of any
applicable laws, rules or regulations, including final SEC rules adopted pursuant to Section 954 of the Dodd-Frank Act, or otherwise, or (c) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws, including the Sarbanes-Oxley Act of 2002.
Board’s Role in Risk Oversight
The Board as a whole has responsibility for oversight of the company’s enterprise risk management function, with reviews of certain areas being conducted by the relevant Board committees that report on their deliberations to the Board. The oversight responsibility of the Board and its committees is made possible by a management report process that is designed to provide both visibility and transparency to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. In this regard, each committee meets in executive session with key management personnel and representatives of outside advisors (for example, our director of internal audit meets in executive session with the Audit Committee). The areas of focus of the Board and its committees include competitive, economic, operational, financial (accounting, credit, liquidity and tax), legal, compliance, 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.	

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Board/
Committee	  	Primary Areas
of Risk Oversight	
Nominating and CG Committee:	  	Risks and exposures relating to corporate governance and director succession planning.	
Human Resources Committee:	  	Risks and exposures associated with leadership assessment, management succession planning and compensation programs.	
We believe that the Board’s role in risk oversight is facilitated by the leadership structure of the Board. In this regard, we believe that, by combining 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. 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 independent 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.
Restrictions on Hedging and Pledging of Company Stock
Our insider trading policy restricts our executive officers and directors from engaging in any transactions designed to hedge or otherwise offset any decrease in the fair market value of our equity
securities. Our insider trading policy also prohibits executive officers and directors from pledging or otherwise encumbering a significant amount of equity securities (generally defined as the lesser of 0.50% of our outstanding equity securities or 10% of the equity securities owned by the individual) without prior approval of the Human Resources Committee.
Proxy Solicitation
We will bear the cost of soliciting proxies for the meeting. We have retained Morrow Sodali LLC to assist in the solicitation and will pay them approximately $6,000. Our officers may also solicit proxies by mail, telephone, e-mail or facsimile transmission, but we will not reimburse them for their efforts. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials.
Communications with the Board of Directors
Stockholders, employees and others interested in communicating with the Board (including non-management directors) may write to:
Ryman Hospitality Properties, Inc.
Attn: Corporate Secretary
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 review a log of all correspondence addressed to members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters. In addition, stockholders, employees and other interested parties may communicate directly with our independent Lead Director, individual independent directors or the independent directors as a group by email at  boardofdirectors@rymanhp.com.

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Stock Ownership
The table below lists the beneficial ownership of our common stock as of March 17, 2017 (unless otherwise noted) by all directors (and nominees for director), each of our NEOs, and the directors (and director nominees) and executive officers as a group. The table also lists all institutions and individuals known to hold more than 5% of our common stock, as obtained from SEC filings. The percentages shown are based on outstanding shares of common stock as of March 17, 2017. Unless otherwise noted, the address for each person listed 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	 	  	Total
Shares
Owned	 	  	% of Total
Outstanding (3)   	 	
  Colin V. Reed, NEO and Director	 	 	1,279,052	(4) 	 	 	-        	 	  	 	-        	 	  	 	1,279,052	 	  	 	2.5%        	 	
  Michael J. Bender, Director	 	 	8,210	 	 	 	13,827	 	  	 	-        	 	  	 	22,037	 	  	 	*            	 	
  Rachna Bhasin, Director	 	 	1,614	(5) 	 	 	-        	 	  	 	-        	 	  	 	1,614	 	  	 	*            	 	
  William F. Hagerty, IV, Director	 	 	3,614	(5) 	 	 	-        	 	  	 	-        	 	  	 	3,614	 	  	 	*            	 	
  Ellen Levine, Director	 	 	25,725	(5) 	 	 	-        	 	  	 	-        	 	  	 	25,725	 	  	 	*            	 	
  Patrick Q. Moore, Director	 	 	-        	 	 	 	3,504	 	  	 	-        	 	  	 	3,504	 	  	 	*            	 	
  Robert S. Prather, Jr., Director	 	 	3,960	 	 	 	19,599	 	  	 	-        	 	  	 	23,559	 	  	 	*            	 	
  Michael D. Rose, Director	 	 	104,566	 	 	 	30,266	 	  	 	-        	 	  	 	134,832	 	  	 	*            	 	
  Michael I. Roth, Director	 	 	34,836	(5) 	 	 	-        	 	  	 	-        	 	  	 	34,836	 	  	 	*            	 	
  Alvin Bowles, Director Nominee	 	 	-        	 	 	 	-        	 	  	 	-        	 	  	 	-        	 	  	 	*            	 	
  Mark Fioravanti, NEO	 	 	149,350	 	 	 	-        	 	  	 	-        	 	  	 	149,350	 	  	 	*            	 	
  Bennett Westbrook, NEO	 	 	28,744	 	 	 	-        	 	  	 	-        	 	  	 	28,744	 	  	 	*            	 	
  Patrick Chaffin, NEO	 	 	18,269	 	 	 	-        	 	  	 	-        	 	  	 	18,269	 	  	 	*            	 	
  Scott Lynn, NEO	 	 	14,390	 	 	 	-        	 	  	 	-        	 	  	 	14,390	 	  	 	*            	 	
  All directors (and nominees) and
  executive officers (as a group)	 	 	1,684,819	 	 	 	67,196	 	  	 	-        	 	  	 	1,752,015	 	  	 	3.4%        	 	
  Vanguard Inc.	 	 	7,780,294	(6) 	 	 	-        	 	  	 	-        	 	  	 	7,780,294	 	  	 	15.2%        	 	
  GAMCO Investors, Inc.	 	 	5,661,284	(7) 	 	 	-        	 	  	 	-        	 	  	 	5,661,284	 	  	 	11.1%        	 	
  BlackRock, Inc.	 	 	3,855,401	(8) 	 	 	-        	 	  	 	-        	 	  	 	3,855,401	 	  	 	7.5%        	 	
  Sterling Capital Management LLC	 	 	3,206,981	(9) 	 	 	-        	 	  	 	-        	 	  	 	3,206,981	 	  	 	6.3%        	 	
 
*	Less than one percent.	
(1)	This column includes shares of common stock issuable upon the vesting of RSUs that will vest on or prior to May 17, 2017. For a listing of the RSUs held by NEOs, see  Outstanding Equity Awards at 2016 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 in lieu of cash director fees to participating directors. Directors may elect to defer receipt of RSUs awarded under our current and former omnibus incentive plans until either a specified date or the director’s retirement or resignation from the Board. This column reflects shares issuable to each director at the end of the applicable deferral period.	

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(3)	In calculating the percentages of outstanding stock, each person’s RSUs that will vest on or prior to May 17, 2017 have been added to the total outstanding shares for such person’s calculation.	
(4)	Includes 541,329 shares credited to Mr. Reed’s SERP, as defined in Other Compensation Information—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. Bhasin, Mr. Hagerty, Ms. Levine and Mr. Roth, includes 1,614 shares each issuable upon the vesting of RSUs on May 5, 2017.	
(6)	Based on information in: Amendment Number 3 to Schedule 13G filed with the SEC on February 14, 2017 by Vanguard Specialized Funds—Vanguard REIT Index Fund, which has sole voting power with respect to 3,485,216 shares; and Amendment Number 4 to Schedule 13G filed with the SEC on February 10, 2017 by The Vanguard Group, Inc., which has sole voting power with respect to 151,628 shares, shared voting power with respect to 57,321 shares, sole dispositive power with respect to 7,636,225 shares and shared dispositive power with respect to 144,069 shares. The address for the reporting persons is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.	
(7) 	Based on information in Amendment No. 43 to Schedule 13D filed with the SEC on December 16, 2016 jointly by GAMCO Investors, Inc. (“GBL”) and the following entities: GGCP, Inc. (“GGCP”); GGCP Holdings LLC (“Holdings”); Gabelli Funds, LLC (“Funds”); GAMCO Asset Management Inc. (“GAMCO”); Teton Advisors, Inc. (“Teton”); Associated Capital Group, Inc. (“Associated Capital”); Gabelli & Company Investment Advisers, Inc. (“GC”); Gabelli Foundation, Inc. (“Foundation”); MJG-IV Limited Partnership (“MJG-IV”); and Mario Gabelli. GGCP (which had sole voting and dispositive power with respect to 24,000 shares of common stock) makes investments for its own account and is the manager and member of Holdings, which is the controlling shareholder of GBL. GBL, a public company listed on the NYSE, is the parent company for a variety of companies engaged in the securities business, including those named below. GAMCO (which had sole voting power with respect to 3,974,106 shares of common stock and sole dispositive power with respect to 4,224,521 shares of common stock), a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940. Funds, a wholly owned subsidiary of GBL, is a limited liability company. Funds (which had sole voting power with respect to 56,900 shares of common stock and sole dispositive power with respect to 1,309,900	

 	shares of common stock) is an investment adviser registered under the Investment Advisers Act of 1940 which provides advisory services for registered investment companies. Teton (which had sole voting and dispositive power with respect to 10,000 shares of common stock) is an investment adviser registered under the Investment Advisers Act of 1940 which provides discretionary advisory services to registered investment companies. GC (which is a wholly-owned subsidiary of Associated Capital, which had sole voting and dispositive power with respect to 12,000 shares of common stock) is an investment adviser registered under the Investment Advisers Act of 1940 which provides advisory services for registered investment companies and which had sole voting and dispositive power with respect to 4,960 shares of common stock. The Foundation (which had sole voting and dispositive power with respect to 12,000 shares of common stock) is a private foundation. Mario Gabelli is the Chairman, a Trustee and Investment Manager of the Foundation. Elisa M. Wilson is President of the Foundation. Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. Mario Gabelli is also a member of Holdings. Mario Gabelli is the controlling shareholder of Teton. MJG-IV (which had sole voting and dispositive power with respect to 19,238 shares of common stock) is a family partnership in which Mario Gabelli is the general partner. Mario Gabelli has less than a 100% interest in MJG-IV. MJG-IV makes investments for its own account. Mario Gabelli disclaims ownership of the securities held by MJG-IV beyond his pecuniary interest. Mario Gabelli has sole voting and dispositive power with respect to 44,665 shares of common stock. The above reporting persons do not admit that they constitute a group. The address for all of the above reporting persons is One Corporate Center, Rye, New York 10580.	
(8)	Based on information in Amendment No. 5 to Schedule 13G filed with the SEC on January 25, 2017 by BlackRock, Inc., which has sole voting power with respect to 3,725,775 shares and sole dispositive power with respect to 3,855,401 shares. The address for the reporting person is 55 East 52 nd  Street, New York, New York 10055.	
(9) 	Based on information in Amendment No. 4 to Schedule 13G filed with the SEC on January 26, 2017 by Sterling Capital Management LLC, which has sole voting and dispositive power with respect to 3,206,981 shares. Sterling Capital Management LLC is an investment adviser registered under the Investment Advisers Act of 1940. The address for the reporting person is 4350 Congress Street, Suite 1000, Charlotte, North Carolina 28209.	

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Compensation Discussion and Analysis
Executive Summary
 
Overview
Our executive compensation programs are designed to attract, retain and motivate qualified, knowledgeable and talented 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 to both  maximize stockholder value  over the long-term and to  align pay with stockholders’ interests ;	
•	 	A strong pay-for-performance philosophy synchronizes incentive payments with actual financial and business results relative to performance expectations;	

•	 	Our pay decisions are transparent to all stakeholders and tethered to sound governance measures; and	
•	 	Total compensation opportunity throughout our organization is 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.

Company Highlights—2016 Financial and Operating Highlights
We believe that our results in 2016 reflect the continued strength of our Hospitality business, particularly the group meetings segment in which we focus, despite the challenging overall hospitality business environment. In 2016, we also experienced continued significant growth in our Entertainment business from the prior year, which reflected our investments in this business and the popularity of Nashville as a tourist destination. Our 2016 financial and operating highlights include:

 
  We Increased Company Revenues to New Highs

 	✓	 	Company Total Revenues—Our total revenues for 2016 were $1.15 billion, an increase of 5.2% from 2015. This represents the highest level of revenues in our history.	
 	✓	 	Segment Revenues—We experienced revenue growth in both our Hospitality and Entertainment segments:	
 	•	 	Hospitality—Hospitality segment (same-store) revenue(1) in 2016 increased 4.3% from 2015 to $1.03 billion.	
 	•	 	Entertainment—Entertainment segment revenue in 2016 increased 12.3% from 2015 to $109.6 million.	

 
  We Saw Increased Levels of Profitability

 	✓	 	Net Income and Adjusted Funds from Operations—Our 2016 consolidated net income was $159.4 million, an increase of 42.9% from 2015. Our 2016 Adjusted Funds from Operations, or AFFO (1) , was $281.5 million, an increase of 8.3% from 2015.	
 	✓	 	Hospitality Business Segment—Our 2016 Hospitality segment (same-store) operating income was $215.7 million, an increase of 27.8% from 2015. Our 2016 Hospitality segment (same-store) Adjusted EBITDA (1) was $333.8 million, an increase of 6.7% from 2015.	
 
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 	✓	 	Entertainment Business—Our 2016 Entertainment segment operating income was $28.0 million, an increase of 14.9% from 2015. Our Entertainment business segment Adjusted EBITDA (1)  was $35.7 million, an increase of 16.0% from 2015.	

 
  We Continued to Increase Dividends to Stockholders

 	✓	 	Increased Dividends—In 2016 we increased our annual cash dividend by 11.1% in 2016 (as compared to 2015) to $3.00 per share, paying approximately $153 million in dividends to our stockholders (including the dividends paid in January 2017 to holders of record as of December 30, 2016).	
 
(1)	Same-store results exclude the results associated with our AC Hotel at National Harbor, which opened in April 2015. AFFO and segment-level Adjusted EBITDA (including same-store Hospitality segment level Adjusted EBITDA) are non-GAAP financial measures. For a definition of the non-GAAP financial measures used herein, a reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure, and an explanation of why we believe these measures present useful information to investors, see Appendix A.	
Company Highlights—Total Stockholder Return
The following chart shows how a $100 investment in our common stock on December 31, 2011 would have grown to $390.17 on December 31, 2016, with dividends reinvested quarterly. The chart also compares the TSR of our common stock to the same investment in the S&P 500 Index and the FTSE NAREIT Equity REITs Index over the same period, with dividends reinvested quarterly.

 

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

 	  	12/11	 	  	12/12	 	  	12/13	 	  	12/14	 	  	12/15	 	  	12/16	 	
Ryman Hospitality Properties, Inc.	  	 	100.00	 	  	 	194.11	 	  	 	221.92	 	  	 	293.37	 	  	 	302.00	 	  	 	390.17	 	
S&P 500	  	 	100.00	 	  	 	116.00	 	  	 	153.58	 	  	 	174.60	 	  	 	177.01	 	  	 	198.18	 	
FTSE NAREIT Equity REITs	  	 	100.00	 	  	 	118.06	 	  	 	120.97	 	  	 	157.43	 	  	 	162.46	 	  	 	176.30	 	
Compensation Summary
The charts below illustrate the balance of the elements of target total compensation(2) during 2016 for Mr. Reed, our CEO, and the average of the other NEOs.

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

(2) 	Percentage of total compensation as calculated above is based on the 2016 base salary and the value of executive-level perquisites paid to the NEO which were not paid generally to all employees, the 2016 short-term incentive compensation award (assuming achievement at the target level (such award was ultimately paid at the target payout level for the NEOs, as more fully described below, in addition to a discretionary cash award to Mr. Reed as described below)), the grant date fair value of the performance-based RSU awards granted in February 2016 (assuming vesting at the target achievement level) and the grant date fair value of the time-based RSU awards granted in February 2016 (as well as, for Mr. Westbrook, the time-based RSU awards granted in connection with his promotion to EVP & Chief Development Officer in June 2016). Each compensation element is outlined in more detail in the  2016 Summary Compensation Table  set forth on page 44 below.	
 
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Our Compensation Program
The key elements of the compensation program for our executive officers are:

  Compensation  
Element	 	Key
  Characteristics  	 	Why We Pay
      This Element      	 	Considerations
in Determining
the Amount of Pay	  	2016
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.	  	Our CEO received a 6.3% increase in base salary, and our other NEOs (on average) received a 7.0% increase in base salary. See pages 33 and 34.	
  Short-Term
  Cash Incentive
  Compensation	 	•  Variable compensation.
•  Payable in cash based on performance against annually established performance objectives.
•  Reviewed annually and adjusted from year to year when appropriate.	 	•  Motivate and reward executives.
•  Incentivizes the executives to meet our short-term financial and operational objectives.	 	•  AFFO was the basis for the financial goal for the plan (the only goal for all NEOs except Mr. Reed, whose goals were based 75% on the 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 the target payout for each NEO. Mr. Reed also received additional discretionary cash incentive compensation in recognition of his contribution to our operating and financial performance. See page 34.	
  Long-Term   Equity Incentive   Compensation	 	•  Variable compensation.
•  Performance-based RSUs vesting over a three-year performance period.
•  Time-based RSUs vesting ratably over four years.	 	•  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 was approximately 50% performance-based RSUs and 50% time-based RSUs, with an additional one-time award of time-based RSUs to Mr. Westbrook in connection with his promotion to EVP & Chief Development Officer in June 2016. See page 36.	
  Other Benefits	 	•  Fixed compensation.
•  Participation in broad-based plans at same cost as other employees.
•  Certain executive-level perquisites not paid generally to our other employees.	 	•  Allow senior executives to participate in broad-based employee benefit programs.
•  Provide competitive benefits to promote the health and well-being of our executive officers.	 	•  Level of benefits provided to all employees.
•  Benefits provided by other similarly-positioned companies.	  	Our NEOs received only modest executive-level perquisites. See page 38.	
 
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2016 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 2016, the committee used a compensation peer group of the following 14 companies:

  American Campus
  Communities, Inc.
  Ashford Hospitality Trust, Inc.
  Chatham Lodging Trust
  Chesapeake Lodging Trust
  Diamondrock Hospitality Co.
  FelCor Lodging Trust Inc.
  Kilroy Realty Corp.	 	LaSalle Hotel Properties
Mid-America Apartment Communities, Inc.
Pebblebrook Hotel Trust
Post Properties, Inc.
RLJ Lodging Trust
Summit Hotel Properties, Inc.
Sunstone Hotel Investors, Inc.	 	

 	 	 	 	 	 	 	

 	 	 	 	 	 	 	 	 	
These companies were selected based on their industry focus and their status as a REIT, enterprise value, revenue size and debt to capital ratio. For 2016 the committee added five new peer companies (Chatham Lodging Trust, Chesapeake Lodging Trust, FelCor Lodging Trust Inc., Pebblebrook Hotel Trust and Summit Hotel Properties, Inc.). These companies were intended to replace two peer companies which were no longer publicly traded due to acquisitions (Colonial Properties Trust and Strategic Hotels and Resorts) and to supplement the existing peer group by adding additional companies with a similar strategic focus, enterprise value and TSR performance over a three year period.
The committee annually determines whether our overall executive compensation program is consistent with our business strategy and promotes our compensation philosophy. In determining target total annual compensation for each NEO, the committee relies on its general experience and subjective considerations of various factors, including our strategic business goals, information with respect to the peer group set forth above, proprietary and publicly available compensation surveys and data with respect to REITs and other public companies provided by Aon Hewitt, and each executive officer’s position, experience, level of responsibility, individual job performance, contributions to our corporate performance, job tenure and future potential.
The committee does not set specific targets or utilize any formulaic benchmarks for overall compensation or for allocations between fixed and performance-based compensation, cash and non-cash compensation or short-term and long-term compensation. In addition, the committee uses proprietary and publicly available compensation surveys and data with respect to REITs and other public companies provided by our compensation consultant, Aon Hewitt, to obtain a general understanding of current compensation practices, including to confirm that the base salary and other elements of target total compensation opportunity for our executive officers is at a market-competitive level. The committee does not specifically target or benchmark in any formulaic manner any element of compensation or the total compensation payable to NEOs based on these factors.
Base Salary
Base salary is designed to compensate our NEOs for their roles and responsibilities and to provide a secure level of guaranteed cash compensation. We have employment agreements with Mr. Reed, Mr. Fioravanti and Mr. Westbrook that provide for a minimum base salary. We 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 2016, base salary represented approximately 20% of our CEO’s total compensation package and (on average) approximately 30% of our other NEOs’ total compensation package (calculated in the manner described on page 31). The committee annually reviews the base salaries of each NEO and may make adjustments based on individual performance and changes in roles and responsibilities.
At its February 24, 2016 meeting, the committee reviewed the existing base salaries and perquisites for our NEOs. Specifically, the committee considered each NEO’s current base pay, taking into account base salary levels paid to persons holding similar positions at peer companies. With respect to Mr. Reed, the committee considered the complexity associated with his oversight of the company’s

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Entertainment business operations and his oversight of the growth initiatives currently being undertaken at this business. With respect to Mr. Chaffin and Mr. Lynn, the committee determined that a larger percentage adjustment to base salary was necessary to maintain a market-competitive level of compensation for these executives.
Based on its review of the factors described above, the committee determined that the base salary amounts for the NEOs should be set at the following levels:

 	  	2016 Base
Salary
($)	  	% Change
from 2015
Base
Salary	
  Colin Reed	  	850,000	  	6.3%	
  Mark Fioravanti	  	500,000	  	5.3%	
  Bennett Westbrook	  	335,000	  	4.5%	
  Patrick Chaffin	  	300,000	  	7.1%	
  Scott Lynn	  	300,000	  	11.1%	
In consideration of the additional duties associated with Mr. Westbrook’s appointment as EVP & Chief Development Officer in June 2016, the committee determined that Mr. Westbrook’s annual base salary should be increased to $375,000 in connection with such appointment.
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.
2016 Performance Goals
For 2016 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.
The 2016 percentages of base salary at the threshold, target and stretch levels for each NEO were set at the following percentages:

 	  	Threshold
Level	 	  	Target
Level	  	    Stretch    
Level	 	
  Mr. Reed	  	 	75%    	 	  	150%	  	 	300%     	 	
  Mr. Fioravanti	  	 	62.5%    	 	  	125%	  	 	250%     	 	
  Mr. Westbrook	  	 	50%    	 	  	100%	  	 	200%     	 	
  Mr. Chaffin	  	 	50%    	 	  	100%	  	 	200%     	 	
  Mr. Lynn	  	 	50%    	 	  	100%	  	 	200%     	 	
The percentage of salary awarded for performance falling between the threshold and target achievement levels and the target and stretch achievement levels was to be determined using straight-line interpolation. In 2016, assuming performance at the target level of achievement, short-term cash incentive compensation represented approximately 29% 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 31).
In 2016, the performance targets, measured using AFFO as reported, excluding income tax expense or benefit (“Further Adjusted AFFO”), established by the committee were:
 
•	 	Threshold Performance Goal: Further Adjusted AFFO of $257.2 million.	
•	 	Target Performance Goal: Further Adjusted AFFO of $285.7 million.	
•	 	Stretch Performance Goal: Further Adjusted AFFO of $314.3 million.	
The committee selected this performance metric because it is a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items which we believe are not 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 2016 after thorough discussion with management regarding our anticipated financial performance. In choosing this goal, the committee considered the general economic climate expected in 2016, the expected conditions in the hospitality industry and our expected financial performance, including our guidance for 2016, as reflected in our earnings release issued in the first quarter of 2016. 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.

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The awards to the NEOs (other than Mr. Reed) were based solely on our level of achievement of Further Adjusted AFFO. The award to Mr. Reed was based 75% on our achievement of Further Adjusted AFFO and 25% on our achievement of the strategic objectives, approved in advance by the committee, of achieving effective capital allocation and balance sheet management, specifically including maintaining leverage with a designated range, ensuring compliance with applicable debt covenants and managing interest rate risk associated with floating rate indebtedness.
When the committee established these targets at the beginning of 2016, it made a determination to adjust Further Adjusted AFFO for the year to exclude losses or expense related to certain unusual or infrequently occurring events as set forth in our omnibus incentive plan (and that the committee would have the discretion whether to exclude any such items of income or gain). In addition, under the terms of our omnibus incentive plan, the committee may exercise negative discretion in determining the final amounts of the short-term cash incentive awards payable at any given level of performance to ensure that such awards accurately reflect our actual performance. The committee also had the option of lowering the amount of, or not awarding, annual cash incentive compensation otherwise payable to an executive under the plan for 2016 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.
2016 Short-Term Incentive Compensation Awards
In analyzing our results for purposes of determining the level of achievement under the short-term incentive compensation plan, the committee reviewed our operating and financial results for 2016.
In performing its review, the committee made note of the following financial and operating highlights:
 
•	 	The financial results of our Hospitality business segment, which the committee believed reflected the continued strength of that business, particularly the group meetings sector in which we focus, in a challenging overall hospitality environment.	
•	 	The improvements in the revenues and Adjusted EBITDA associated with our Entertainment business segment, which were significant increases from 2015 results.	

•	 	Our continued focus on returning capital to our stockholders, as evidenced by the 11.1% increase in the amount of our annual dividend in 2016 (as compared to 2015), which resulted in the payment of approximately $153 million in dividends on our common stock (including the fourth quarter dividend paid in early 2017 to holders of record as of December 30, 2016).	
The committee determined that the company’s 2016 Further Adjusted AFFO for purposes of our short-term incentive compensation plan was $285.7 million, which represented the company’s Further Adjusted AFFO, including the effect of a $1.2 million gain on the sale of certain excess real property located near our Gaylord Texan Resort. Under the terms of our omnibus incentive plan, the committee had the discretion to exclude such gain from the calculation of Further Adjusted AFFO under the plan due to the infrequently occurring nature of such gain.
Based on its review, however, the committee determined not to exclude this gain for purposes of the omnibus incentive plan because the gain was in furtherance of our strategic objective of increasing available cash for distribution to stockholders.
Accordingly, the committee determined that the company’s Further Adjusted AFFO for purposes of our short-term incentive compensation plan for 2016 was $285.7 million, which met the “target” performance goal. The committee also determined that Mr. Reed had met the individual strategic performance objectives described above, which combined with the Further Adjusted AFFO achievement level described above, resulted in a payout level equal to the “target” payout level for Mr. Reed. The committee also determined that Mr. Reed should receive an additional amount of cash incentive compensation, as listed in the table below, due to his contributions to the company’s operating and financial performance in 2016, including, in particular, with respect to Mr. Reed’s leadership with respect to the following accomplishments:
 
 	•	 	The successful completion of the Gaylord Rockies joint venture investment and commencement of asset management activities for the project; and	
 	•	 	The successful commencement of several development projects in both the Hospitality segment (including the Gaylord Texan rooms and meeting space expansion project) and the Entertainment segment (including the Ole Red entertainment complex project).	

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The committee also reviewed the annual performance rating of each NEO and determined that each NEO met the minimum level performance rating.
As a result, the committee approved the following short-term cash incentive compensation awards:

 	 	Calculated
Short-Term
Cash
Incentive
Compen-
sation
($)	 	 	Additional
Short-
Term Cash
Incentive
Compen-
sation
($)	 	Total
Short-
Term
Cash
Incentive
Compen-
sation (1)
($)	 	
  Mr. Reed	 	 	1,258,607	 	 	241,393	 	 	1,500,000	 	
  Mr. Fioravanti	 	 	618,169	 	 	-	 	 	618,169	 	
  Mr. Westbrook	 	 	352,363	 	 	-	 	 	352,363	 	
  Mr. Chaffin	 	 	295,628	 	 	-	 	 	295,628	 	
  Mr. Lynn	 	 	293,443	 	 	-	 	 	293,443	 	
 
(1) 	The estimated threshold, target and stretch payout levels for each NEO established under the short-term cash incentive plan for 2016 are listed in  2016 Grants of Plan-Based Awards  below.	
2016 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 2016, long-term equity incentive compensation represented approximately 50% of our CEO’s total compensation package and (on average) approximately 36% of our other NEOs’ total compensation package (calculated in the manner described on page 31).
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:
 
•	 	Annual time-based RSU awards vest in equal amounts over four years, beginning on the first anniversary of the grant date. In certain cases, in connection with a promotional RSU grant or to aid in retention, the committee may designate that certain time-based RSU awards will vest in equal installments over two years, beginning on the third anniversary of the grant date.	
•	 	Awards settled in stock, with dividends on RSUs held by our NEOs being paid in additional RSUs only upon RSUs that ultimately vest.	
•	 	Granted to the NEOs, as well as to other eligible employees.	
2016 Long-Term Equity Incentive Compensation Awards
For 2016, the committee discussed with Aon Hewitt the most appropriate way to motivate and retain our executives. The committee believed it was important to continue to use RSU awards instead of stock options to better align the interests of our executives with our stockholders, to encourage executive retention and to conform to compensation practices in the REIT industry.
As a result of these discussions, the committee decided to structure long-term equity incentive compensation awards in 2016 as a combination of performance-based RSUs and time-based RSUs. The determination of the number of RSUs to award to each NEO was based on a number of factors including but not limited to corporate and individual performance, historical grants and competitive practices. Additionally, in connection with the appointment of Mr. Westbrook as EVP & Chief Development Officer in June 2016 the committee determined it was appropriate to make an additional award of time-based RSUs to aid in the retention of this executive.

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As a result of the determinations discussed above, on February 24, 2016, the committee made the following long-term incentive compensation awards to the NEOs:

 	 	Performance-
Based RSU
Awards(1)
(#)	 	 	Annual
Time-
Based RSU
Awards(2)
(#)	 	
  Mr. Reed	 	 	23,850	 	 	 	21,952	 	
  Mr. Fioravanti	 	 	8,418	 	 	 	7,748	 	
  Mr. Westbrook	 	 	3,765	 	 	 	3,466	(3) 	
  Mr. Chaffin	 	 	3,367	 	 	 	3,099	 	
  Mr. Lynn	 	 	3,367	 	 	 	3,099	 	
 
(1)	Up to 150% of the performance-based RSUs listed above will vest on March 15, 2019 based on our TSR performance over the three-year award cycle (January 1, 2016 – December 31, 2018) relative to the median of the TSR performance of the 2016 Performance Peer Groups described below.	
(2)	These RSUs vest ratably over four years, beginning on March 15, 2017.	
(3)	In addition to the annual grant of time-based RSUs listed above, on June 27, 2016 Mr. Westbrook was awarded an additional 2,000 time-based RSUs in connection with Mr. Westbrook’s appointment as EVP & Chief Development Officer. These RSUs will vest 50% on June 27, 2019 and 50% on June 27, 2020.	
2016 Performance-Based RSU Awards (2016-2018 Performance Period)
The amount of the performance-based RSUs which will ultimately vest on March 15, 2019 will be determined by comparing our TSR performance during the performance period (January 1, 2016 – December 31, 2018) relative to the median of the TSR performance of the following two peer groups (the “2016 Performance Peer Groups”), weighted equally: (1) our 2016 compensation peer group listed above; and (2) the following companies within the FTSE NAREIT Lodging Resorts Index (which were selected by the committee based on their industry focus and their status as a REIT, enterprise value, revenue size, debt to capital ratio and TSR performance over a three year period):

Apple Hospitality REIT, Inc.
Ashford Hospitality Prime, Inc.
Ashford Hospitality Trust, Inc.
Chatham Lodging Trust
Chesapeake Lodging Trust
Condor Hospitality Trust, Inc.
Diamondrock Hospitality Co.
FelCor Lodging Trust Inc.
Hersha Hospitality Trust
Hospitality Properties Trust	 	Host Hotels & Resorts, Inc.
InnSuites Hospitality Trust
LaSalle Hotel Properties
Pebblebrook Hotel Trust
RLJ Lodging Trust
Sotherly Hotels, Inc.
Summit Hotel Properties, Inc.
Sunstone Hotel Investors, Inc.
Xenia Hotels & Resorts, Inc.	
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 2016 Performance Peer Groups	  	 	150%    	 	
Equal to the median TSR performance of the 2016 Performance Peer Groups	  	 	100%    	 	
15 percentage points below the median TSR performance of the 2016 Performance Peer Groups	  	 	50%    	 	
Greater than 15 percentage points below the median TSR performance of the 2016 Performance Peer Groups	  	 	0%    	 	
If the performance achieved falls in between the established performance goal levels, the percentage of the award earned by the NEO will be determined using straight-line interpolation and rounding to the nearest full share. The awards also provide that if our TSR is negative, on an absolute basis, the committee may, in its discretion, reduce by 25% the number of awards ultimately vesting. In no event will the final value of the award exceed 500% of the fair market value of our common stock on the grant date of February 24, 2016. The committee believes that limiting the maximum value of the award ensures the NEOs are not disproportionally awarded for performance.
The committee re-evaluates the 2016 Performance Peer Groups for each fiscal year to take into account changes to the composition of the 2016 Performance Peer Groups (i.e., corporate changes such as mergers or delistings), or to otherwise modify the terms of the award to take into account such other factors which the committee in its sole discretion has determined. The committee has not exercised this discretion in connection with the 2016 performance-based RSU awards except to reflect certain corporate changes in the peer group companies.
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 2016, performance-based RSUs represented approximately 25% of our CEO’s total compensation package and (on average) approximately 17% of our other NEOs’ total compensation package (calculated in the manner described on page 31).

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2016 Time-Based RSU Awards
The time-based RSUs granted to the NEOs reflected in the chart above vest ratably over four years, beginning on March 15, 2017. The committee believed the amount of the time-based RSU awards made to our NEOs was appropriate given our compensation philosophy and objectives, including the need to retain our executives. In 2016, time-based RSUs represented approximately 25% of our CEO’s total compensation package and (on average) approximately 19% of our other NEOs’ total compensation package (calculated in the manner described on page 31).
Vesting of 2014 Performance-Based RSU Awards in February 2017 (2014-2016 Performance Period)
In February 2014 we awarded performance-based RSUs to each NEO, which ultimately were to vest based on the company’s TSR performance over the 3-year award cycle (2014-2016), as compared to the TSR for the designated performance peer groups during the same performance period.
Specifically, the awards were to vest as follows:

Company TSR
Performance	  	% of Award
Vesting	 	
Greater than 15 percentage points above the median TSR performance of the 2014 Performance Peer Groups	  	 	150%    	 	
Equal to the median TSR performance of the 2014 Performance Peer Groups	  	 	100%    	 	
15 percentage points below the median TSR performance of the 2014 Performance Peer Groups	  	 	50%    	 	
Greater than 15 percentage points below the median TSR performance of the 2014 Performance Peer Groups	  	 	0%    	 	
Our TSR over the performance period, calculated pursuant to the terms of the performance-based RSU agreements, was approximately 50 percentage points above the median TSR performance of the designated performance peer groups.
As a result, the 2014 performance-based RSUs ultimately vested at the 150% level in February 2017 as follows:

 	  	2014 Performance-
Based RSU Awards
Vesting in February 2017
(#)	 	
  Colin Reed	  	 	35,625     	 	
  Mark Fioravanti	  	 	15,000     	 	
  Bennett Westbrook	  	 	5,712     	 	
  Patrick Chaffin	  	 	5,625     	 	
  Scott Lynn	  	 	5,625     	 	
Benefits and Perquisites
Our benefit programs are based upon an assessment of competitive market factors and a determination of what is needed to attract and retain qualified executives. Our primary benefits for executives include participation in our broad-based plans at the same cost as other employees. These plans include a tax qualified 401(k) savings plan (with matching contributions of up to four percent of a participant’s pay), health and dental plans and various disability and life insurance plans.
We also provide a limited amount of executive-level perquisites to our NEOs and other designated senior executives, including the ability to participate in our unfunded, unsecured, supplemental deferred compensation plan, or SUDCOMP, with a company matching component. Details about our SUDCOMP may be found under  Other Compensation Information—Nonqualified Deferred Compensation  on page 50.
Our directors, NEOs and other employees routinely use commercial air service for business travel, and we generally reimburse them only at the coach or business class rate.
Although we do not own a corporate airplane, we do maintain a limited aircraft program to provide our executives with timely and cost-effective travel alternatives in connection with our business activities. We do not operate any aircraft, own or lease a hangar or employ pilots. Instead, we have purchased a fractional interest in an aircraft. We pay a fixed monthly fee, plus a variable charge for hours actually flown. Our directors, NEOs and other employees use this aircraft for selected business trips when commercial air service is unavailable or otherwise impractical, based on the availability and cost of commercial air service, the travel time involved, the number of employees traveling and the need for flexible travel arrangements. All travel under this program must be approved by our CEO.
Mr. Reed’s employment agreement provides that he is entitled to a limited amount of personal aircraft usage on an annual basis. We also make the aircraft available to our other executives for limited personal use, which is typically limited to permitting the executive’s spouse or other family member to accompany the executive on required business travel. We believe allowing limited personal use of our aircraft program serves to reduce our executives’ personal travel time and to increase the time they can conduct company business on our behalf.
For more information about this perquisite, and amounts reported as income in 2016 for each NEO,
see the table listing components of All Other Compensation on page 45.

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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 31).
As part of our REIT restructuring transactions in 2012, in addition to their voluntary reductions in base pay, Mr. Reed, Mr. Fioravanti and Mr. Westbrook voluntarily agreed to amend their employment agreements to remove the car allowance and annual financial planning cash perquisites previously paid to them. The severance agreements for Mr. Chaffin and Mr. Lynn do not provide for any perquisites.
When we recruited Mr. Reed to join our company in 2001, we agreed to pay Mr. Reed a retirement benefit pursuant to a Custom Mid-Career Supplemental Employee Retirement Plan, or SERP.
This benefit, which is described in Other Compensation Information—Nonqualified Deferred Compensation below, was in the committee’s view essential to attracting Mr. Reed to employment with us and has also proved valuable in securing his extended employment. The company has fully satisfied its funding obligations under the SERP by previously paying, in total, $3.5 million to Mr. Reed’s SERP account (as described below), and the current balance in Mr. Reed’s SERP account in excess of such amount is attributable to investment gains and losses associated with the assets in the SERP account (currently shares of our common stock).
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 Mr. Westbrook, and
two times (2x) base salary for the other NEOs and other executives subject to these guidelines. The guidelines also provide that if an executive is not currently in compliance with this guideline (regardless of the compliance grace period), the executive must retain 50% of the net shares (after satisfying any tax obligations and any required payments upon exercise) received upon vesting of RSUs or the exercise of stock options.
As of January 31, 2017 (the annual compliance date) all of the NEOs were in compliance with the guidelines, as follows:

 	 	  Required Ownership as
of January 31, 2017 (1)	 	 	  Shares
   Owned	 	
  Colin Reed	 	 	69,467	 	 	 	1,303,061(2)	 	
  Mark Fioravanti	 	 	24,518	 	 	 	166,644(3)	 	
  Bennett Westbrook	 	 	18,388	 	 	 	34,570(3)	 	
  Patrick Chaffin	 	 	9,807	 	 	 	22,547(3)	 	
  Scott Lynn	 	 	9,807	 	 	 	18,546(3)	 	
 
(1)	The number of shares required to be owned by an NEO is an amount equal to (i) the product obtained by multiplying the NEO’s base salary times the applicable multiple (5x for Mr. Reed, 3x for Mr. Fioravanti and Mr. Westbrook, and 2x for the other NEOs)  divided by  (ii) the closing market price of our common stock on January 31, 2017 ($61.18).	
(2)	Includes 541,329 shares credited to Mr. Reed’s SERP and 59,099 shares of common stock issuable upon the vesting of time-based RSUs.	
(3) 	Includes the following number of shares of common stock issuable upon the vesting of time-based RSUs: Mr. Fioravanti: 31,306; Mr. Westbrook: 11,278; Mr. Chaffin: 9,585; and Mr. Lynn: 9,450.	
Post-Termination Benefits
The committee believes that severance and change of control benefits assist in attracting and retaining qualified executives. The committee believes these benefits have proven particularly important in providing for continuity of management during the period following our REIT conversion and transition-related efforts. The levels of payments and benefits upon termination were set to be at a market-competitive level based upon each executive’s experience and level in the organization.
Mr. Reed, Mr. Fioravanti and Mr. Westbrook 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

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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 provide for cash compensation and certain other benefits only 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, 2016, is found under  Potential Payments on Termination or Change of Control  on page 52.
Tax Deductibility Considerations
The committee’s policy is to consider the tax treatment of compensation paid to our executive officers with appropriate rewards for their performance. 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. However, the committee believes that stockholder interests are best served if it retains discretion and flexibility in awarding compensation to our NEOs, even where the compensation paid under such programs may not be fully deductible, and the committee has approved and may approve the payment of compensation that is outside the deductibility limitations of Section 162(m).
Because we qualify as a REIT for Federal income tax purposes, we expect to distribute at least 100% of our net taxable income each year and therefore will not pay Federal income tax on our REIT taxable income. As a result, based on the level of cash compensation paid to our executive officers, we do not expect that the possible 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
programs as part of its primary objective of ensuring that compensation paid to our executives is reasonable, performance-based and consistent with our goals.
Equity Grant Practices
Our omnibus incentive plan allows the committee to grant various types of equity awards to any eligible employee, including the NEOs. Annual equity awards to executives are approved by the committee and occur on the date of our first quarterly committee meeting of each year. Consistent with the terms of the 2016 plan, the committee has also delegated to the CEO the authority to make limited equity grants to new members of our management team, which are then ratified by the committee.
These awards are granted pursuant to a formula based on a specified dollar amount, with the number of shares for each RSU award determined by dividing the dollar amount by the closing 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 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 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-

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assessment of his performance. The committee then reviews these items and discusses and approves compensation for each NEO based on the considerations previously discussed.
For a complete description of the committee’s members and its responsibilities, as well as information regarding the authority of our CEO to make limited equity grants to new members of our management team, see  Committees of the Board  on page 21. 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 has retained Aon Hewitt as its outside compensation consultant since 2013. During 2016, Aon Hewitt regularly attended committee meetings and reported directly to the committee on matters relating to compensation for our executives. During 2016 the committee requested that Aon Hewitt:
 
•	 	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 2016, we held a stockholder advisory vote on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote. In our say-on-pay vote, approximately 95.5% of the stockholder votes, excluding broker non-votes, were cast in favor of the say-on-pay resolution. As the committee reviewed our compensation practices, it was mindful of the level of support our stockholders had previously expressed for our compensation programs, including our “pay for performance” philosophy and emphasis on variable compensation.
The committee intends to continue to consider the outcome of future advisory say-on-pay votes when making executive compensation decisions.
2017 NEO Compensation
At its February 22, 2017 meeting, the committee reviewed and approved the compensation to be paid to the NEOs for 2017, in light of our compensation philosophy described above.
Base Salary
The committee determined that base salaries for 2017 should be increased as follows:

 	  	2017 Base
Salary
($)	 	  	% Increase
from 2016
Base Salary	 	
  Colin Reed	  	 	925,000	 	  	 	8.8	% 	
  Mark Fioravanti	  	 	515,000	 	  	 	3.0	% 	
  Bennett Westbrook	  	 	386,250	 	  	 	3.0	% 	
  Patrick Chaffin	  	 	325,000	 	  	 	8.3	% 	
  Scott Lynn	  	 	325,000	 	  	 	8.3	% 	
Short-Term Cash Incentive Compensation
The committee also established criteria for short-term cash incentive compensation pursuant to our omnibus incentive plan.
The committee determined that each NEO will have the opportunity to earn the following percentage of his base salary based on the achievement of the AFFO goals (and, in the case of Mr. Reed, designated strategic objectives) established by the committee, at the following threshold, target and stretch levels:

 	  	Threshold
Level	  	Target
  Level    	 	  	Stretch
Level     	
  Colin Reed	  	   75% 	  	 	150%    	 	  	300%    	
  Mark Fioravanti	  	62.5%	  	 	125%    	 	  	250%    	
  Bennett Westbrook	  	   50%	  	 	100%    	 	  	200%    	
  Patrick Chaffin	  	   50%	  	 	100%    	 	  	200%    	
  Scott Lynn	  	   50%	  	 	100%    	 	  	200%    	
These percentages were unchanged from 2016. In choosing the AFFO “target” performance goal for 2017, the committee considered the general economic climate expected in 2017, the expected conditions in the hospitality industry and our expected

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financial performance, including our guidance for 2017, as reflected in our earnings release issued in the first quarter of 2017. 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 establishing these targets for 2017, the committee has made a determination to adjust AFFO for the year to exclude losses or expense related to certain infrequently occurring events as set forth in our omnibus incentive plan (and the committee determined that it would have the discretion whether to exclude any such items of income or gain).
In addition, under the terms of our omnibus incentive plan, the committee may exercise negative discretion in determining the final amounts of the short-term cash incentive awards payable at any given level of performance to ensure that such awards accurately reflect our actual performance. The committee also has retained the discretion to lower the amount of, or not award, annual cash incentive compensation otherwise payable to an executive under the plan for 2017 if the executive does not attain a minimum-level annual performance rating
under the company’s employee evaluation program, which is a prerequisite to receiving cash incentive compensation under the plan.
Long-Term Equity Incentive Compensation
The committee also made the following long-term equity incentive compensation awards to the NEOs:

 	  	Performance-
Based RSU
Awards (1)
(#)	 	  	Time-
Based RSU
Awards (2)
(#)	 	
  Colin Reed	  	 	18,811	 	  	 	18,882	 	
  Mark Fioravanti	  	 	5,813	 	  	 	5,835	 	
  Bennett Westbrook	  	 	2,906	 	  	 	2,917	 	
  Patrick Chaffin	  	 	2,445	 	  	 	2,455	 	
  Scott Lynn	  	 	2,445	 	  	 	2,455	 	
 
(1) 	Up to 150% of the performance-based RSUs listed above will vest on March 15, 2020 based on our TSR performance over the three-year award cycle (January 1, 2017 – December 31, 2019) relative to the median of the TSR performance of the designated performance peer groups for such awards.	
(2) 	The time-based RSUs vest ratably over four years, beginning March 15, 2018.	

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Human Resources Committee Report
The following report of the Human Resources Committee does not constitute soliciting material and should not be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this report herein.
The Human Resources Committee (which functions as our compensation committee), comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with the company’s management. Based on its review and these discussions, the Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in these proxy materials.
Human Resources Committee:
Michael Bender, Chairman
Ellen Levine
Robert S. Prather, Jr.
Michael I. Roth
 
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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, 2016 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 grant date fair value of equity awards (some of which are performance-based and may or may not ultimately be earned).

2016 Summary Compensation Table

Name and Principal
Position
(a)	 	Year
(b)	 	Salary(1)
($)
(c)	 	 	Bonus(2)
($)
(d)	 	 	Stock
Awards(3)
($)
(e)	 	 	Option
Awards
($)
(f)	 	Non-Equity
Incentive
Plan
Compen-
sation(4)
($)
(g)	 	 	Change in
Pension
Value and
Nonqual-
ified
Deferred
Compen-
sation
Earnings
($)
(h)	 	All Other
Compen-
sation (5)
($)
(i)	 	 	Total
($)
(j)	 	 	
  Colin Reed
  Chairman & Chief Executive Officer	 	2016	 	 	838,599	 	 	 	241,393	 	 	 	2,124,995	 	 	-  	 	 	1,258,607	 	 	-  	 	 	70,498	 	 	 	4,534,092 	 	 	
 	 	2015	 	 	782,830	 	 	 	156,544	 	 	 	2,110,036	 	 	-  	 	 	1,343,456	 	 	-  	 	 	66,555	 	 	 	4,459,421 	 	 	 	
 	 	2014	 	 	712,445	 	 	 	-  	 	 	 	1,904,750	 	 	-  	 	 	2,137,932	 	 	-  	 	 	64,472	 	 	 	4,819,599 	 	 	 	 	
  Mark Fioravanti
  President & Chief
    Financial Officer	 	2016	 	 	494,368	 	 	 	-  	 	 	 	750,025	 	 	-  	 	 	618,169	 	 	-  	 	 	38,773	 	 	 	1,901,335 	 	 	 	 	
 	 	2015	 	 	469,407	 	 	 	63,817	 	 	 	1,265,263	 	 	-  	 	 	536,183	 	 	-  	 	 	36,155	 	 	 	2,370,825 	 	 	 	 	 	
 	 	2014	 	 	434,945	 	 	 	-  	 	 	 	802,000	 	 	-  	 	 	869,771	 	 	-  	 	 	35,524	 	 	 	2,142,240 	 	 	 	 	 	 	
  Bennett Westbrook
  EVP & Chief Development Officer	 	2016	 	 	351,776	 	 	 	-  	 	 	 	433,905	 	 	-  	 	 	352,363	 	 	-  	 	 	31,124	 	 	 	1,169,168 	 	 	 	 	 	 	
 	 	2015	 	 	318,447	 	 	 	27,013	 	 	 	338,047	 	 	-  	 	 	272,987	 	 	-  	 	 	27,664	 	 	 	984,158 	 	 	 	 	 	 	 	
 	 	2014	 	 	309,830	 	 	 	-  	 	 	 	305,402	 	 	-  	 	 	464,594	 	 	-  	 	 	27,747	 	 	 	1,107,573 	 	 	 	 	 	 	 	 	
  Patrick Chaffin
  SVP, Asset Management	 	2016	 	 	295,522	 	 	 	-  	 	 	 	299,992	 	 	-  	 	 	295,628	 	 	-  	 	 	18,644	 	 	 	909,786 	 	 	 	 	 	 	 	 	
 	 	2015	 	 	274,975	 	 	 	39,188	 	 	 	367,066	 	 	-  	 	 	235,812	 	 	-  	 	 	17,197	 	 	 	934,238 	 	 	 	 	 	 	 	 	 	
 	 	2014	 	 	255,907	 	 	 	16,277	 	 	 	300,750	 	 	-  	 	 	383,723	 	 	-  	 	 	9,316	 	 	 	965,973 	 	 	 	 	 	 	 	 	 	 	
  Scott Lynn
  SVP & General Counsel	 	2016	 	 	293,215	 	 	 	-  	 	 	 	299,992	 	 	-  	 	 	293,443	 	 	-  	 	 	19,545	 	 	 	906,195 	 	 	 	 	 	 	 	 	 	 	
 	 	2015	 	 	264,876	 	 	 	47,820	 	 	 	353,919	 	 	-  	 	 	227,180	 	 	-  	 	 	20,369	 	 	 	914,164 	 	 	 	 	 	 	 	 	 	 	 	
 	 	2014	 	 	245,676	 	 	 	1,626	 	 	 	300,750	 	 	-  	 	 	368,374	 	 	-  	 	 	19,175	 	 	 	935,601 	 	 	 	 	 	 	 	 	 	 	 	
 
(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.	
(2)	Represents a discretionary cash bonus award paid to the NEO in recognition of their contributions to the company’s operating and financial performance for the applicable fiscal year as described in the  Compensation Discussion and Analysis  above. Cash incentive compensation paid to each NEO pursuant to	

 	our short-term cash incentive compensation plan is reflected in the column above entitled Non-Equity Incentive Plan Compensation.	
(3)	Represents a non-cash amount equal to the grant date fair value of the time-based RSU awards and performance-based RSU awards granted 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, 2016, included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on	

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 	February 28, 2017, for the assumptions made in determining grant date fair value. The maximum dollar value of the performance-based RSU awards granted in 2016 (based on the grant-date fair value and assuming vesting at the stretch (150% performance level) are as follows: Mr. Reed: $1,593,777; Mr. Fioravanti:	

 	$562,533; Mr. Westbrook: $251,597; Mr. Chaffin: $225,000; and Mr. Lynn: $225,000.	
(4)	Represents amounts paid under our short-term cash incentive compensation plan.	
(5)	The table below lists the components of the All Other Compensation amount for each NEO listed above:	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Name	  	Company
Match to
401(k)
Plan
($)(a)	 	  	Company
Match to
SUDCOMP
Plan
($)(b)	 	  	Group
Term
Life
($)(c)	 	  	Executive
LTD
($)(d)	 	  	Other
($)(e)	 	  	Total
($)	 	
  Colin Reed	  	 	10,600	 	  	 	27,616	 	  	 	25,655	 	  	 	3,629	 	  	 	2,998	 	  	 	70,498    	 	
  Mark Fioravanti	  	 	10,600	 	  	 	16,186	 	  	 	7,657	 	  	 	3,918	 	  	 	412	 	  	 	38,773    	 	
  Bennett Westbrook	  	 	10,600	 	  	 	11,625	 	  	 	4,260	 	  	 	3,139	 	  	 	1,500	 	  	 	31,124    	 	
  Patrick Chaffin	  	 	-  	 	  	 	11,826	 	  	 	3,092	 	  	 	2,660	 	  	 	1,066	 	  	 	18,644    	 	
  Scott Lynn	  	 	3,211	 	  	 	10,581	 	  	 	2,906	 	  	 	2,733	 	  	 	114	 	  	 	19,545    	 	
 
(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 2015 short-term cash incentive plan payments made in 2016.	
(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. Fioravanti and Mr. Westbrook, physical examination fees. Represents, for Mr. Reed, Mr. Chaffin and Mr. Lynn, personal usage of aircraft. For purposes of reporting the value of personal usage of aircraft in this table, we use the incremental cost of such personal usage, calculated by estimating the direct variable operating cost of the aircraft on a per mile basis. These costs include the cost of fuel, maintenance, landing and parking fees, crew travel expenses and supplies. For trips by NEOs that involved mixed personal and business usage, we include the incremental cost of such personal usage (i.e., the excess of the cost of the actual trip over the cost of a hypothetical trip without the personal usage). For income tax purposes, the amounts included in NEO income are calculated based on the standard industry fare level valuation method. No tax gross-ups are provided for this imputed income.	

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2016 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 2016, and (2) RSU awards granted to our NEOs during 2016 under our long-term equity incentive compensation plan.

2016 Grants of Plan-Based Awards Table

 	 	 	 	 	Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards (1)	 	 	Estimated Future Payouts
Under Equity
Incentive Plan Awards (2)	 	 	All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (3)
(#)(i)	 	 	Grant Date
Fair Value
of Stock
Awards (4)
($)(j)	 	 	
Name
(a)	 	Grant
Date
(b)	 	 	  Threshold
($)(c)	 	 	Target
($)(d)	 	 	Maximum
($)(e)	 	 	  Threshold
(#)(f)	 	 	Target
(#)(g)	 	 	Maximum
(#)(h)	 	 	 	 	 	 	 	 	
  Colin Reed	 	 	 	 	 	 	628,846	 	 	 	1,258,607	 	 	 	2,515,385	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	
 	 	 	2/24/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	11,925	 	 	 	23,850	 	 	 	35,775	 	 	 	-	 	 	 	1,062,518	 	 	
 	 	 	2/24/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	21,952	 	 	 	1,062,477	 	 	
  Mark Fioravanti	 	 	 	 	 	 	308,894	 	 	 	618,169	 	 	 	1,235,577	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	-	 	 	
 	 	 	2/24/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	4,209	 	 	 	8,418	 	 	 	12,627	 	 	 	-	 	 	 	375,022	 	 	
 	 	 	2/24/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	7,748	 	 	 	375,003	 	 	
  Bennett Westbrook	 	 	 	 	 	 	175,819	 	 	 	352,363	 	 	 	703,277	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	
 	 	 	2/24/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,883	 	 	 	3,765	 	 	 	5,648	 	 	 	-	 	 	 	167,731	 	 	
 	 	 	2/24/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	3,466	 	 	 	167,754	 	 	
 	 	 	6/27/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,000	(5) 	 	 	98,420	 	 	
  Patrick Chaffin	 	 	 	 	 	 	147,692	 	 	 	295,628	 	 	 	590,769	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	
 	 	 	2/24/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,684	 	 	 	3,367	 	 	 	5,051	 	 	 	-	 	 	 	150,000	 	 	
 	 	 	2/24/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	3,099	 	 	 	149,992	 	 	
  Scott Lynn	 	 	 	 	 	 	146,538	 	 	 	293,443	 	 	 	586,154	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	
 	 	 	2/24/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,684	 	 	 	3,367	 	 	 	5,051	 	 	 	-	 	 	 	150,000	 	 	
 	 	 	2/24/16	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	3,099	 	 	 	149,992	 	 	
 
(1)	Represents threshold, target and stretch performance goal achievement payout levels established under our annual short-term cash incentive plan for 2016 performance. See the Non-Equity Incentive Plan Compensation column of the  2016 Summary Compensation Table above for the amount actually paid to each NEO for 2016 performance.	
(2)	Consists of performance-based RSUs awarded under our long-term equity 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, 2016 and ending December 31, 2018. See  Compensation Discussion and Analysis—2016 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 equity incentive compensation plan. Each RSU is equivalent to one share of common stock on the date of	

 	grant. Except with respect to the 2,000 RSUs awarded to Mr. Westbrook in connection with his appointment as Executive Vice President and Chief Development Officer described below (which vest 50% on the third and fourth anniversary of the grant date), all of the RSUs reflected in the chart above 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, 2016, included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 28, 2017, for the assumptions made in determining grant date fair value.	
(5)	Consists of time-based RSUs awarded in connection with Mr. Westbrook’s appointment as Executive Vice President and Chief Development Officer, effective as of June 27, 2016.	

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Outstanding Equity Awards at 2016 Fiscal Year End
The table below shows information about the outstanding equity awards held by our NEOs as of December 31, 2016.

Outstanding Equity Awards at 2016 Fiscal Year End Table

 	 	Option Awards	 	Stock Awards	
 	 	 	 	 	 	 	 	 	
Name
(a)	 	Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(b)	 	Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(c)	 	Option
Exercise
Price
($)(d)	 	Option
Expiration
Date
(e)	 	Number of
Shares or
Units of
Stock That
Have Not
Vested (1)
(#)(f)	 	Market
Value of
Shares or
Units of
Stock That
Have Not
Vested (2)
($)(g)	 	Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (3)
(#)(h)	 	Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (2)
($)(i)	
  Colin Reed	 	-            	 	-            	 	-        	 	-        	 	58,406	 	3,680,162	 	-	 	-	
 	 	-            	 	-            	 	-        	 	-        	 	-	 	-	 	76,534	 	4,822,407	
  Mark Fioravanti	 	-            	 	-            	 	-        	 	-        	 	30,941	 	1,949,592	 	-	 	-	
 	 	-            	 	-            	 	-        	 	-        	 	-	 	-	 	29,495	 	1,858,480	
  Bennett Westbrook	 	-            	 	-            	 	-        	 	-        	 	11,147	 	702,373	 	-	 	-	
 	 	-            	 	-            	 	-        	 	-        	 	-	 	-	 	12,210	 	769,352	
  Patrick Chaffin	 	-            	 	-            	 	-        	 	-        	 	9,474	 	596,957	 	-	 	-	
 	 	-            	 	-            	 	-        	 	-        	 	-	 	-	 	10,783	 	679,437	
  Scott Lynn	 	-            	 	-            	 	-        	 	-        	 	9,341	 	588,576	 	-	 	-	
 	 	-            	 	-            	 	-        	 	-        	 	-	 	-	 	10,719	 	675,404	
 
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(1)	The following table provides information as of December 31, 2016 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	 	
2/14/2013	  	 	2/14/2017	 	  	 	6,958	 	  	 	2,419	 	  	 	906	 	  	 	452	 	  	 	452	 	
2/26/2014	  	 	2/26/2017	 	  	 	6,835	 	  	 	2,877	 	  	 	1,094	 	  	 	1,077	 	  	 	1,077	 	
2/24/2015	  	 	3/15/2017	 	  	 	4,943	 	  	 	1,759	 	  	 	791	 	  	 	1,210	 	  	 	1,166	 	
2/24/2016	  	 	3/15/2017	 	  	 	5,738	 	  	 	2,025	 	  	 	906	 	  	 	810	 	  	 	810	 	
2/26/2014	  	 	2/26/2018	 	  	 	6,835	 	  	 	2,877	 	  	 	1,093	 	  	 	1,077	 	  	 	1,077	 	
2/24/2015	  	 	3/15/2018	 	  	 	4,942	 	  	 	1,759	 	  	 	790	 	  	 	1,210	 	  	 	1,165	 	
3/1/2015	  	 	3/15/2018	 	  	 	-	 	  	 	4,696	 	  	 	-	 	  	 	-	 	  	 	-	 	
2/24/2016	  	 	3/15/2018	 	  	 	5,738	 	  	 	2,025	 	  	 	906	 	  	 	810	 	  	 	810	 	
2/24/2015	  	 	3/15/2019	 	  	 	4,942	 	  	 	1,759	 	  	 	790	 	  	 	1,209	 	  	 	1,165	 	
3/1/2015	  	 	3/15/2019	 	  	 	-	 	  	 	4,695	 	  	 	-	 	  	 	-	 	  	 	-	 	
2/24/2016	  	 	3/15/2019	 	  	 	5,738	 	  	 	2,025	 	  	 	906	 	  	 	810	 	  	 	810	 	
6/27/2016	  	 	6/27/2019	 	  	 	-	 	  	 	-	 	  	 	1,030	 	  	 	-	 	  	 	-	 	
2/24/2016	  	 	3/15/2020	 	  	 	5,737	 	  	 	2,025	 	  	 	905	 	  	 	809	 	  	 	809	 	
6/27/2016	  	 	6/27/2020	 	  	 	-	 	  	 	-	 	  	 	1,030	 	  	 	-	 	  	 	-	 	
 
(2)	Market value was determined based on the December 31, 2016 NYSE closing price of our common stock ($63.01).	
(3)	The following table provides information with respect to the vesting of the performance-based RSUs granted to each NEO:	

Grant
Date	  	Vesting
Date	 	  	Colin
Reed	  	Mark
Fioravanti	 	  	Bennett
Westbrook	 	  	Patrick
Chaffin	 	  	Scott  
Lynn  	 	
   2/26/2014(a)	  	 	2/26/2017	 	  	35,625	  	 	15,000	 	  	 	5,712	 	  	 	5,625	 	  	 	5,625	 	
   2/24/2015(b)	  	 	3/15/2018	 	  	17,059	  	 	6,077	 	  	 	2,733	 	  	 	1,791	 	  	 	1,727	 	
   2/24/2016(b)	  	 	3/15/2019	 	  	23,850	  	 	8,418	 	  	 	3,765	 	  	 	3,367	 	  	 	3,367	 	
 
(a)	The number of shares listed above with respect to the February 26, 2014 performance-based RSU grant assume vesting at the stretch (150%) performance level. The RSUs ultimately vested at this payout level based on our achievement of TSR over the applicable performance period, as determined by the Human Resources Committee. See  Compensation Discussion and Analysis—2016 Compensation Decisions—Long-Term Equity Incentive Compensation  for a discussion of the terms of these RSUs.	
(b)	The number of RSUs listed above with respect to the February 24, 2015 grant assume vesting at the target (100%) performance level, and the number of RSUs listed above with respect to the February 24, 2016 grant assume vesting at the target (100%) performance level, in each case taking into account performance to date	

 	with respect to the performance metrics under the award agreement. 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 from January 1, 2015 to December 31, 2017 for the February 24, 2015 awards; and a period from January 1, 2016 to December 31, 2018 for the February 24, 2016 awards). See  Compensation Discussion and Analysis—2016 Compensation Decisions—Long-Term Equity Incentive Compensation  for a discussion of the terms of these RSUs.	

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2016 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 2016.

2016 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	  	 	92,696	 	  	 	2,304,524	 	  	 	82,605	 	  	 	3,946,346	 	
  Mark Fioravanti	  	 	19,363	 	  	 	516,787	 	  	 	24,929	 	  	 	1,196,613	 	
  Bennett Westbrook	  	 	3,049	 	  	 	78,420	 	  	 	9,916	 	  	 	475,673	 	
  Patrick Chaffin	  	 	-  	 	  	 	-  	 	  	 	6,935	 	  	 	333,906	 	
  Scott Lynn	  	 	-  	 	  	 	-  	 	  	 	5,934	 	  	 	287,111	 	
 
(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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Other Compensation Information
Pension Benefits
No NEOs participate in our frozen defined benefit plan.
Nonqualified Deferred Compensation
Supplemental Deferred Compensation
 
Our supplemental deferred compensation plan, or SUDCOMP, is a nonqualified plan that allows eligible participants, including NEOs (whose ability to contribute amounts to our 401(k) plan may be limited by IRS regulations), to defer up to 40% of their base salary, less amounts deferred under our 401(k) plan, and up to 100% of their short-term cash incentive compensation. We contribute one dollar for each dollar contributed by the participant, up to four percent of the participant’s contributions (less matching amounts under our 401(k) plan).
Participants elect hypothetical investment options mirroring the funds in our 401(k) plan, with the exception of company stock. Participants can change their investment selections on a daily basis in the same manner as the 401(k) plan. Deferred amounts are credited with earnings or losses based on the rate of return of the investment options selected by the participant. When participants elect to defer amounts into the SUDCOMP, they also select when the amounts will be distributed to them. Distributions may either be made in a specific year (whether or not employment has then ended) or at a time that begins at or after termination of employment. Distributions can be made in a lump sum or up to 15 annual installments. However, after a participant’s employment ends, his or her account balance is automatically distributed in a lump sum (without regard to his or her election) if the balance is $10,000 or less.
Supplemental Executive Retirement Plan
When we recruited Mr. Reed to join us in 2001, we agreed to establish a supplemental executive retirement plan, or SERP, for Mr. Reed with an initial retirement benefit of $2.5 million. We believed at the time (and continue to believe) that the SERP was a material factor in Mr. Reed’s agreement to give up benefits at his former employer and to begin working for us. We believe that the SERP benefit was necessary to attract and retain a highly qualified
executive such as Mr. Reed. Mr. Reed’s April 23, 2001 employment agreement with us established the SERP, which fully vested on April 23, 2005.
In 2004, as part of an amendment to Mr. Reed’s employment agreement extending his employment term, we agreed to adjust the initial SERP benefit for hypothetical investment earnings or losses, based on the performance of one or more mutual funds selected by Mr. Reed. At that time, we also agreed to pay Mr. Reed an additional retirement benefit under the SERP of $1.0 million, as adjusted beginning April 23, 2005 for hypothetical investment earnings or losses, based on the performance of one or more mutual funds selected by Mr. Reed. This additional SERP benefit fully vested on May 1, 2010. Mr. Reed is entitled to receive all of his SERP benefit upon any termination of employment. Mr. Reed has elected to receive his SERP benefits, as adjusted, in the form of one lump sum payment.
On February 4, 2008, we entered into a new employment agreement with Mr. Reed which did not modify the terms of the SERP. On December 18, 2008, we amended Mr. Reed’s employment agreement to allow him to make an irrevocable election to invest his SERP benefit in our common stock. We established an independent rabbi trust and transferred cash in an amount equal to the then-current balance of the SERP benefit, and the independent trustee of the rabbi trust purchased shares of our common stock in the open market.
Mr. Reed is now only entitled to a distribution of our stock and any accrued cash dividends held by the rabbi trust in satisfaction of his SERP benefit. We believe that the ownership of shares of common stock by the rabbi trust and the distribution of those shares and any accrued cash dividends to Mr. Reed in satisfaction of his SERP benefit meets requirements necessary so that we will not recognize any increase

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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.

2016 Nonqualified Deferred Compensation Table
The table below shows each NEO’s salary deferrals, company matching obligations, earnings and account balances in the SUDCOMP (and, in the case of Mr. Reed, his SERP), as of December 31, 2016.

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	 	 	 	211,406	 	  	 	27,616	 	  	 	2,426,886	 	 	-	  	 	18,121,152	 	
  Colin Reed	  	 	SERP	(4) 	 	 	-	 	  	 	-	 	  	 	7,702,772	(5) 	 	-	  	 	34,109,386	(6) 	
  Mark Fioravanti	  	 	SUDCOMP	 	 	 	19,857	 	  	 	16,186	 	  	 	80,970	 	 	-	  	 	911,540	 	
  Bennett Westbrook	  	 	SUDCOMP	 	 	 	35,239	 	  	 	11,625	 	  	 	60,986	 	 	-	  	 	724,057	 	
  Patrick Chaffin	  	 	SUDCOMP	 	 	 	11,826	 	  	 	11,826	 	  	 	11,966	 	 	1,269	  	 	153,352	 	
  Scott Lynn	  	 	SUDCOMP	 	 	 	29,308	 	  	 	10,581	 	  	 	12,300	 	 	-	  	 	161,375	 	
 
(1)	Amounts in this column are reported as compensation in the 2016 Summary Compensation Table above. Amounts in this column do not include deferrals of cash incentive compensation amounts with respect to the 2015 fiscal year paid in 2016 (in the case of Mr. Fioravanti, $24,000) or company matching amounts with respect to such deferral (in the case of Mr. Fioravanti, $16,924).	
(2)	None of the amounts in this column are included as compensation in the 2016 Summary Compensation Table above because above-market or preferential earnings are not available.	
(3)	Of the amounts listed in this column with respect to the SUDCOMP, the following amounts have been reported as compensation in the 2016 Summary Compensation Table  above or previous years (or would have been reported if the NEO had been included in our proxy statement in those years): Mr. Reed: $8,282,261; Mr. Fioravanti: $399,538; Mr. Westbrook: $341,569; Mr. Chaffin: $59,980; and Mr. Lynn: $92,872. With respect to Mr. Reed’s SERP, no amounts have been reported as compensation in the  Summary Compensation Table  for 2016 or previous years.	
(4)	We have summarized the SERP benefit using the disclosure format prescribed by the SEC for	

 	nonqualified deferred compensation (under Item 402(i) of SEC Regulation S-K) rather than pension benefits due to the fact that this SERP benefit more closely resembles a “defined contribution” award than a “defined benefit” award. This determination was based on the fact that the value of the SERP benefit in 2016 was based solely on the amounts previously contributed.	
(5)	Represents the change in market value of our common stock from December 31, 2015 to December 31, 2016, plus the reinvestment of cash dividends received on the shares of common stock held in the SERP. This amount has not been reported as compensation in the Summary Compensation Table  for 2016 or previous years since above-market or preferential returns are not available with respect to the SERP.	
(6)	Represents the value of both the initial SERP benefit and the additional SERP benefit as of December 31, 2016, which is calculated by multiplying the 541,329 shares of our common stock held by the rabbi trust on such date by the December 31, 2016 NYSE closing price of our common stock ($63.01), plus accrued cash dividends received on the shares of common stock held in the SERP not yet reinvested in additional shares of common stock.	

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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. Fioravanti’s employment agreement was amended in March 2015. Mr. Westbrook’s employment agreement was amended in July 2016. 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.

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Description of Potential Payments on Termination or Change of Control
The discussion below outlines our obligations to our NEOs upon a termination or Change of Control. Except as otherwise noted, the discussion applies to each NEO.
Payments Made on Any Termination of Employment
Regardless of the manner in which an NEO’s employment with us is terminated, the NEO would be entitled to receive amounts which have been earned by the NEO pursuant to the terms of our incentive and other benefit plans (1) .
Payments Made on Termination With Cause or Resignation Without Good Reason
Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements each provide that if the executive is terminated for Cause (2)  or if he resigned without Good Reason (3)  he would not be entitled to receive any payments (other than as listed under  Payments Made on Any Termination of Employment ).

(1) 	These amounts consist of: (1) accrued but unpaid base salary through the date of termination; (2) any unpaid portion of any annual short-term cash incentive compensation bonus for prior calendar years; (3) accrued but unpaid vacation pay, unreimbursed employment-related expenses and other benefits owed to the NEO under our general employee benefit plans or policies; (4) all vested 401(k) plan and SUDCOMP account balances; and (5) in the case of Mr. Reed, his SERP benefit.	
(2) 	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.	
(3) 	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).	
 
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Payments Made on Death or Disability
Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements, together with their equity incentive award agreements and the terms of our incentive and other benefit plans, provide for the following payments and other benefits (in addition to payments under our disability or life insurance plans) if the executive dies or becomes “permanently disabled” (defined as a physical or mental incapacity rendering him unable to perform job duties for 90 consecutive days or for a total of 180 days in any 12 month period):
 
 	•	 	all amounts under Payments Made on Any Termination of Employment above;	 	

 	•	 	a pro rata portion of his annual cash bonus in the year of termination;	

 	•	 	the immediate vesting of all time-based RSUs;	

 	•	 	for all performance-based RSUs, a pro rata (based on length of service during the performance period) portion of the awards actually vesting to the extent of satisfaction of the applicable performance criteria;	

 	•	 	the accelerated vesting of all outstanding stock option awards (with an exercise period ending on the option expiration date); and	

 	•	 	in the case of Mr. Reed, continuation of health care coverage at employee rates for Mr. Reed and his spouse until the earlier of their election to terminate coverage (or their non-payment of premiums), their death or until we stop providing health care coverage to our employees.	
In the event of Mr. Chaffin’s or Mr. Lynn’s death or permanent disability, the executive would be entitled, under the terms of his equity incentive award agreements and the terms of our incentive and other benefit plans, to the following (in addition to payments under our disability or life insurance plans):
 
 	•	 	all amounts under Payments Made on Any Termination of Employment above;	

 	•	 	the immediate vesting of all time-based RSUs;	

 	•	 	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).	
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 short-term cash incentive compensation and bonus	 	1x base salary plus 1x last year’s annual short-term cash incentive compensation and bonus	

 	•	 	in the case of Mr. Fioravanti and Mr. Westbrook, a pro rata portion of his annual cash bonus in the year of termination;	

 	•	 	immediate vesting of RSUs as follows (in the case of performance-based RSUs, to the extent of the satisfaction of applicable performance criteria):	

Mr. Reed	 	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 years 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.	

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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”. With respect to the employment agreements with Mr. Reed, Mr. Fioravanti and Mr. Westbrook (and the severance agreements with Mr. Chaffin and Mr. Lynn), a “Change of Control” is deemed to occur if:
 
 	•	 	any person, other than us, our benefit plan or our designated affiliates, becomes the beneficial owner of 35% or more of our outstanding voting stock (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.	
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 short-term cash incentive compensation and bonus in last 3 years	 	2x base salary plus 2x last year’s annual short-term cash incentive compensation and 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.	
In addition, under the terms of our omnibus incentive plans and the award agreements issued thereunder, in the event of a Change of Control (8) , irrespective of any termination of employment, all outstanding RSU awards held by our NEOs and other employees would vest immediately, with performance-based RSUs vesting at target level, and all outstanding stock option awards held by our NEOs and other employees would automatically accelerate and become exercisable.

(3) 	For Mr. Reed, Mr. Fioravanti and Mr. Westbrook, this period is one year. For Mr. Chaffin and Mr. Lynn, this period is two years.	
(4) 	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.	
(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.	
 
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(8) 	Under our 2016 and 2006 omnibus incentive plans, a “Change of Control” is deemed to occur if: (i) any person (subject to certain exceptions) becomes the beneficial owner of 35% or more of the combined voting power of our then outstanding voting securities; (ii) two-thirds of the incumbent members of our Board cease to serve on our Board without the consent of the incumbent Board; (iii) following the consummation of a merger, consolidation or reorganization, (a) the holders of our voting securities immediately prior to the transaction hold less than a majority of the combined voting power of the resulting entity in substantially the same proportion as their ownership prior to such merger, consolidation or reorganization, (b) the individuals who were members of the incumbent Board immediately prior to the execution of the agreement providing for such transaction constitute less than two-thirds of the members of the board of directors of the resulting entity, and (c) no person (subject to certain exceptions) has beneficial ownership of 35% or more of the resulting entity’s then outstanding voting securities; (iv) we completely liquidate or dissolve the company; or (v) we sell substantially all of our assets to any person, other than a transfer to a subsidiary of the company.	
 
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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, 2016.

Benefits and Payments
Upon Termination	 	Termination
for Cause or
Resignation
Without
Good
Reason
($)	 	 	Retirement
($)	 	 	Death or
Disability
($)	 	 	Termination
Without
Cause or
Resignation
for Good
Reason
($)	 	 	Termination
Without Cause
or Resignation
for Good
Reason Upon
a Change of
Control (10)
($)	 	
  Cash Severance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mr. Reed	 	 	-	 	 	 	-	 	 	 	-	 	 	 	4,700,000	(1) 	 	 	8,963,796	(2) 	
Mr. Fioravanti	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,100,000	(3) 	 	 	4,109,313	(2) 	
Mr. Westbrook	 	 	-	 	 	 	-	 	 	 	-	 	 	 	635,000	(3) 	 	 	2,398,782	(2) 	
Mr. Chaffin	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,150,000	(1) 	
Mr. Lynn	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,150,000	(1) 	
  Non-Equity Incentive Compensation (4)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mr. Reed	 	 	-	 	 	 	-	 	 	 	1,500,000	 	 	 	-	 	 	 	-	 	
Mr. Fioravanti	 	 	-	 	 	 	-	 	 	 	618,169	 	 	 	618,169	 	 	 	-	 	
Mr. Westbrook	 	 	-	 	 	 	-	 	 	 	352,363	 	 	 	-	 	 	 	-	 	
Mr. Chaffin	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	
Mr. Lynn	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	
  Performance-Based RSU Accelerated Vesting (5)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mr. Reed	 	 	-	 	 	 	-	 	 	 	2,714,009	 	 	 	2,571,375	 	 	 	4,074,164	 	
Mr. Fioravanti	 	 	-	 	 	 	-	 	 	 	1,062,181	 	 	 	630,100	 	 	 	1,543,430	 	
Mr. Westbrook	 	 	-	 	 	 	-	 	 	 	433,824	 	 	 	239,942	 	 	 	649,381	 	
Mr. Chaffin	 	 	-	 	 	 	-	 	 	 	382,240	 	 	 	-	 	 	 	561,293	 	
Mr. Lynn	 	 	-	 	 	 	-	 	 	 	379,551	 	 	 	-	 	 	 	557,260	 	
Time-Based RSU Accelerated Vesting(6)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mr. Reed	 	 	-	 	 	 	-	 	 	 	3,680,162	 	 	 	2,645,727	 	 	 	3,680,162	 	
Mr. Fioravanti	 	 	-	 	 	 	-	 	 	 	1,949,592	 	 	 	572,131	 	 	 	1,949,592	 	
Mr. Westbrook	 	 	-	 	 	 	-	 	 	 	702,372	 	 	 	232,948	 	 	 	702,372	 	
Mr. Chaffin	 	 	-	 	 	 	-	 	 	 	596,957	 	 	 	-	 	 	 	596,957	 	
Mr. Lynn	 	 	-	 	 	 	-	 	 	 	588,576	 	 	 	-	 	 	 	588,576	 	
  Other Benefits and Perquisites	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Mr. Reed	 	 	-	 	 	 	-	 	 	 	223,965	(7) 	 	 	223,965	(7) 	 	 	223,965	(7) 	
Mr. Fioravanti	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	41,157	(8) 	
Mr. Westbrook	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	70,857	(8) 	
Mr. Chaffin	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	41,238	(9) 	
Mr. Lynn	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	41,238	(9) 	
 
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(1)	Amount equal to two times base salary in effect at December 31, 2016, plus two times short-term cash incentive compensation and bonus for the 2015 fiscal year.	
(2)	Amount equal to three times base salary in effect at December 31, 2016, plus three times short-term cash incentive compensation and bonus for the 2014 fiscal year (the highest short-term cash incentive compensation and bonus for the last three fiscal years).	
(3)	Amount equal to one times base salary in effect at December 31, 2016, plus one times short-term cash incentive compensation and bonus for the 2015 fiscal year.	
(4)	Reflects the short-term cash incentive compensation and bonus for the 2016 fiscal year.	
(5)	Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December 31, 2016 NYSE closing price of our common stock ($63.01), assuming vesting at the target (100%) performance level. The 2014 performance-based RSUs ultimately vested in February 2017 at the 150% payout level based on our achievement of TSR over the applicable performance period, as determined by the Human Resources Committee. The number of shares of common stock to be issued upon vesting of the remaining performance-based RSUs will ultimately be based upon the actual achievement of the performance goals stated in the applicable award agreement.	

(6)	Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December 31, 2016 NYSE closing price of our common stock ($63.01).	
(7)	Represents health insurance coverage for Mr. Reed and his spouse for a period of 15 years (assuming a life expectancy of 84 years for Mr. Reed and assuming an annual cost of $14,931, which was the cost of such benefit in 2016).	
(8)	Represents health insurance coverage and physical examination fees for a period of three years.	
(9)	Represents health insurance coverage for a period of two years.	
(10)	The awards underlying the amounts set forth under the headings “Performance-Based RSU Accelerated Vesting” and “Time-Based RSU Accelerated Vesting” will automatically vest, with performance-based RSU awards vesting at target level, upon a Change of Control (as defined in the applicable omnibus incentive plan and the award agreements issued thereunder), irrespective of whether or not the NEO is terminated in connection with a Change of Control. 	

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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	  	 	30,000  	 	
  Audit Committee Chairman	  	 	25,000  	 	
  Human Resources Committee Chairman	  	 	20,000  	 	
  Nominating and CG Committee Chairman	  	 	15,000  	 	
  Audit Committee Members	  	 	10,000  	 	
  Other 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 2016, one director elected to defer cash compensation pursuant to this deferred compensation plan.
All directors are reimbursed for expenses incurred in attending meetings. Mr. Reed does 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 $80,000 (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 and are settled in shares of our common stock on such date, unless receipt of such shares is deferred by the director.
Until shares of common stock are issued in conversion of the RSUs, the director does not have any rights as a stockholder with respect to such RSUs, other than the right to receive additional RSUs equal to any dividends paid on our common stock.
Director Stock Ownership Guidelines
We have adopted stock ownership guidelines for our non-employee directors, which require directors to hold a minimum of 6,000 shares of our common stock, with a five-year time period to comply. Shares of common stock issuable upon the vesting of RSUs are credited toward this requirement. If a non-employee director is not currently in compliance with these guidelines (regardless of the applicable grace period for compliance) the non-employee director must retain 50% of the net shares (after satisfying any tax obligations and any required payments upon exercise) received upon vesting of RSUs or the exercise of stock options. As of January 31, 2017 (the annual compliance date), after taking into account the applicable grace period, all of our non-employee directors then serving in office met this requirement, as follows:

 	  	Required
Ownership
(#)	 	  	Shares  
Owned(1)  
(#)  	 	
  Michael J. Bender	  	 	6,000	 	  	 	22,037	 	
  Rachna Bhasin	  	 	6,000	 	  	 	1,614	 	
  William F. Hagerty, IV	  	 	6,000	 	  	 	3,614	 	
  Ellen Levine	  	 	6,000	 	  	 	25,725	 	
  Patrick Q. Moore	  	 	6,000	 	  	 	3,172	 	
  Robert S. Prather, Jr.	  	 	6,000	 	  	 	23,559	 	
  Michael D. Rose	  	 	6,000	 	  	 	119,818	 	
  Michael I. Roth	  	 	6,000	 	  	 	34,836	 	
 
(1) 	Includes the following shares represented by RSUs held by each director: Mr. Bender: 13,827; Ms. Bhasin 1,614; Mr. Hagerty: 1,614; Ms. Levine: 1,614; Mr. Moore: 3,172; Mr. Prather: 19,599; Mr. Rose: 29,964; and Mr. Roth: 1,614.	

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2016 Non-Employee Director Compensation Table
The following table summarizes the annual compensation for 2016 for our non-employee directors who served as directors in 2016. E.K. Gaylord II and D. Ralph Horn did not stand for re-election to the Board of Directors at the 2016 Annual Meeting of Stockholders. William F. Hagerty, IV became a member of the Board of Directors on February 25, 2016, and Rachna Bhasin became a member of the Board of Directors on March 8, 2016.

Name
(a)	  	Fees
Earned or
Paid in
Cash (1)
($)(b)	 	  	Stock
Awards (2)
($)(c)	 	  	Option
Awards
($)(d)	  	Non-Equity
Incentive
Plan
Compen-

sation
($)(e)	  	Change in
Pension
Value and
Nonqualified
Deferred
Compen-

sation
Earnings (3)

($)(f)	  	All Other
Compen-
sation

($)(g)	  	Total    
($)(h)    	 	
  Michael Bender	  	 	82,500	 	  	 	79,980	 	  	-	  	-	  	-	  	-	  	 	162,480    	 	
  Rachna Bhasin	  	 	35,000	 	  	 	79,980	 	  	-	  	-	  	-	  	-	  	 	114,980    	 	
  E.K. Gaylord II	  	 	52,500	 	  	 	-	 	  	-	  	-	  	-	  	-	  	 	52,500    	 	
  William F. Hagerty, IV	  	 	50,000	 	  	 	79,980	 	  	-	  	-	  	-	  	-	  	 	129,980    	 	
  D. Ralph Horn	  	 	84,375	 	  	 	-	 	  	-	  	-	  	-	  	-	  	 	84,375    	 	
  Ellen Levine	  	 	75,000	 	  	 	79,980	 	  	-	  	-	  	-	  	-	  	 	154,980    	 	
  Patrick Q. Moore	  	 	77,500	 	  	 	79,980	 	  	-	  	-	  	-	  	-	  	 	157,480    	 	
  Robert S. Prather, Jr.	  	 	67,500	 	  	 	79,980	 	  	-	  	-	  	-	  	-	  	 	147,480    	 	
  Michael D. Rose	  	 	73,750	 	  	 	79,980	 	  	-	  	-	  	-	  	-	  	 	153,730    	 	
  Michael I. Roth	  	 	100,000	 	  	 	79,980	 	  	-	  	-	  	-	  	-	  	 	179,980    	 	
 
(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 2016, these amounts may not correspond to the amounts listed above under  Cash Compensation . Mr. Gaylord and Mr. Horn did not stand for re-election at the 2016 Annual Meeting of Stockholders, and as a result the amounts listed above represents compensation earned by those directors prior to the 2016 Annual Meeting of Stockholders. William F. Hagerty, IV became a member of the Board on February 25, 2016, and Rachna Bhasin became a member of the Board on March 8, 2016, and the amounts listed above represent compensation earned by those directors for the portion of 2016 during which they served as directors.	
(2)	Represents the grant date fair value of the annual grant of 1,550 RSUs to the non-employee directors then serving as directors on May 5, 2016, determined in accordance with FASB ASC Topic 718. See Note 7 to our consolidated financial statements for the three years ended December 31, 2016 filed with the SEC on February 28, 2017 for the assumptions made in determining grant date fair value.	
As of December 31, 2016, the non-employee directors then serving as directors held the following RSUs (consisting of annual RSU grants, including RSUs previously deferred, and RSUs granted pursuant to the directors deferred compensation plan, as adjusted for dividends paid on our common stock):

Non-Employee
Director	  	RSUs            
(#)            	 	
  Michael J. Bender	  	 	13,668            	 	
  Rachna Bhasin	  	 	1,596            	 	
  William F. Hagerty, IV	  	 	1,596            	 	
  Ellen Levine	  	 	1,596            	 	
  Patrick Q. Moore	  	 	3,136            	 	
  Robert S. Prather, Jr.	  	 	19,373            	 	
  Michael D. Rose	  	 	29,622            	 	
  Michael I. Roth	  	 	1,596            	 	
 
(3)	During 2016 one director elected to defer 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.	

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Certain Transactions
 
Since January 1, 2016, 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 written representations from our executive officers and directors, we believe that in 2016 all of our executive officers, directors and greater than 10% beneficial owners were in
compliance with all applicable filing requirements, except that (i) a Form 4 reporting the sale of 1,300 shares of common stock by Mr. Chaffin on August 16, 2016 was filed 15 days late due to an administrative error, and (ii) a Form 4 reporting the vesting of restricted stock units on February 8, 2016 on behalf of Messrs. Reed, Fioravanti, Westbrook, Chaffin and Lynn, as well as Jennifer Hutcheson (our SVP & Controller), was filed two days late due to an administrative error.

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Equity Compensation Plan Information
December 31, 2016 Equity Compensation Plan Information Table
The table below includes information about our equity compensation plans as of December 31, 2016:

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	  	 	521,442	(1) 	 	 	-	(1) 	 	 	1,740,782	 	
Equity compensation plans not approved by security holders	  	 	-	 	 	 	-    	 	 	 	-	 	
 	  	 	 	 	 	 	 	 	 	 	 	 	
Total:	  	 	521,442	(1) 	 	 	-	(1) 	 	 	1,740,782	 	

(1)	Consists of: 362,251 shares issuable upon the vesting of time-based RSUs, with a weighted-average grant date fair value of $46.49 per share; 139,741 shares issuable upon the vesting of performance-based RSUs, with a weighted-average grant date fair value of $45.22 per share (valuing the 2014 performance-based RSUs at the stretch (150%) level and the remaining performance-based RSUs outstanding at the target (100%) level); and 19,450 shares issuable upon the exercise of stock options (with a weighted-average exercise price of $21.31 per share).	
 
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Our Independent Registered Public Accounting Firm
 
Appointment of Ernst & Young LLP
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The committee has appointed Ernst & Young LLP as our independent registered public accounting firm, who will audit our consolidated financial statements for 2017 and the effectiveness of our internal control over financial reporting as of December 31, 2017. 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 2017 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, 2016 and 2015:

Description of
Services	  	2016 Fees
($)	 	  	2015 Fees
($)	 	
  Audit Fees	  	 	    1,245,557    	 	  	 	1,179,046    	 	
  Audit-Related Fees	  	 	191,998    	 	  	 	276,716    	 	
  Tax Fees	  	 	281,630    	 	  	 	382,492    	 	
  All Other Fees	  	 	-	 	  	 	-	 	
 	  	 	 	 	  	 	 	 	
Total:	  	 	1,719,185    	 	  	 	1,838,254    	 	
Audit and Audit-Related Services
The fees for audit services during 2016 and 2015 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 2016 and 2015 quarterly financial statements.
The fees for audit-related services during 2016 and 2015 represent fees related to a stand-alone audit of our Entertainment business segment. Ernst & Young LLP did not provide professional services during 2016 or 2015 related to financial information systems design and implementation.
Tax Services
In 2016, approximately 34% of fees for tax services related to general tax compliance matters, tax advice and planning, and tax assistance, including with respect to our REIT compliance efforts. The remaining 66% of fees for non-recurring tax services in 2016 related primarily to tax advice and planning with respect to our Gaylord Rockies joint venture investment. In 2015, approximately 69% of fees for tax services related to general tax compliance matters, tax advice and planning, and tax assistance, including with respect to our REIT compliance efforts. The remaining 31% of fees for non-recurring tax services in 2015 related to tax advice and planning with respect to our Entertainment business segment.
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 than in years when we were operating as 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 2016 and 2015 to provide these services, was appropriate and in the best interests of the company and our stockholders given Ernst & Young LLP’s expertise and historical knowledge of our company and its organizational structure. We believe this expertise is critical to our ongoing REIT compliance efforts.

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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. Following Mr. Rose’s retirement from the Board, the Board expects to re-evaluate the composition of the committee and, as a result of such evaluation, designate one or more committee members as an “audit committee financial expert” for purposes of SEC rules. During the fall of 2016 the committee conducted its annual self-evaluation in order to assess its effectiveness, and at its December 2016 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, 2016, and the financial statements for the three years ended December 31, 2016, with management and Ernst & Young LLP, our independent registered public accounting firm;	
•	 	discussed with Ernst & Young LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board; 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.

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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 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, 2016, for filing with the SEC.
Audit Committee:
Patrick Q. Moore, Chairman
Rachna Bhasin
William F. Hagerty, IV
Michael D. Rose

Submitting Stockholder Proposals and Nominations for 2018 Annual Meeting
 
Stockholder Proposals
If you would like to submit a proposal for inclusion in our proxy statement for the 2018 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 December 1, 2017 and otherwise comply with the requirements of Rule 14a-8.
If you want to bring business before the 2018 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 3, 2018, but not before January 4, 2018 (or, if the annual meeting is called for a date that is not within 30 days of May 4, 2018, 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, our Bylaws require that you deliver timely notice of the nomination in proper written form, as provided by our Bylaws. The notice must include certain biographical information regarding the proposed nominee, a completed written questionnaire with respect to each proposed nominee setting forth the background and qualifications of such proposed nominee (which questionnaire will be provided by the Secretary upon written request), the proposed nominee’s written consent to nomination and the additional information as set forth in our Bylaws. 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

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meeting, by February 3, 2018, but not before January 4, 2018 (or, if the annual meeting is called for a date that is not within 30 days of May 4, 2018, 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); 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 120th 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 2017 Annual Meeting other than Proposals 1, 2, 3 and 4. As noted above, our Bylaws require stockholders to give advance notice of any proposal intended to be presented at an annual meeting. The deadline for this notice has passed, and we did not receive any such notice made in compliance with our Bylaws. If any other matter properly comes before our stockholders for a vote at the 2017 Annual Meeting, 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 31, 2017
 
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Appendix A
Reconciliation of Non-GAAP Financial Measures to GAAP Measures
Reconciliation of
AFFO(1)
to Net Income
(in thousands, except per share data)

 	 	Twelve Months Ended
December 31,	 	
 	 	2016	 	 	 	 	 	2015	 	
  Net income	 	$	    159,366     	 	 	 	 	 	 	$	    111,511     	 	
Depreciation & amortization	 	 	109,816     	 	 	 	 	 	 	 	114,383     	 	
Pro rata adjustments from joint ventures	 	 	59     	 	 	 	 	 	 	 	-            	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
  Funds from operations (FFO)	 	$	269,241     	 	 	 	 	 	 	$	225,894     	 	
Non-cash lease expense	 	 	5,243     	 	 	 	 	 	 	 	5,364     	 	
Pension settlement charge	 	 	1,715     	 	 	 	 	 	 	 	2,356     	 	
Impairment charges	 	 	-            	 	 	 	 	 	 	 	19,200     	 	
Pro rata adjustments from joint ventures	 	 	1,377     	 	 	 	 	 	 	 	-            	 	
Loss on warrant settlements	 	 	-            	 	 	 	 	 	 	 	20,246     	 	
Gain on other assets	 	 	(1,261)    	 	 	 	 	 	 	 	(6,759)    	 	
Write-off of deferred financing costs	 	 	-            	 	 	 	 	 	 	 	1,926     	 	
Amortization of deferred financing costs	 	 	4,863     	 	 	 	 	 	 	 	5,507     	 	
Deferred tax (benefit) expense	 	 	321     	 	 	 	 	 	 	 	(13,847)    	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
  Adjusted funds from operations (AFFO)	 	$	281,499     	 	 	 	 	 	 	$	259,887     	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures(2)	 	 	(58,753)    	 	 	 	 	 	 	 	(50,988)    	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
  AFFO less maintenance capital expenditures	 	$	222,746     	 	 	 	 	 	 	$	208,899     	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
  Basic net income per share	 	 	$ 3.12     	 	 	 	 	 	 	 	$ 2.18     	 	
  Fully diluted net income per share	 	 	$ 3.11     	 	 	 	 	 	 	 	$ 2.16     	 	
 	 	 	 	
  FFO per basic share	 	 	$ 5.28     	 	 	 	 	 	 	 	$ 4.41     	 	
  AFFO per basic share	 	 	$ 5.52     	 	 	 	 	 	 	 	$ 5.07     	 	
 	 	 	 	
  FFO per diluted share	 	 	$ 5.25     	 	 	 	 	 	 	 	$ 4.38     	 	
  AFFO per diluted share	 	 	$ 5.49     	 	 	 	 	 	 	 	$ 5.04     	 	
 
(1)	We calculate Adjusted Funds From Operations, or AFFO, to mean Net Income (Loss) (computed in accordance with generally accepted accounting principles, or GAAP), excluding, to the extent the following adjustments occurred during the periods presented: non-controlling interests, and (gains) and losses from sales of property; depreciation and amortization (excluding amortization of deferred financing costs and debt discounts) and certain pro rata adjustments from joint ventures (which equals Funds From Operations, or FFO). We then exclude, to the extent the following adjustments occurred during the periods presented, impairment charges, write-offs of deferred financing costs, non-cash ground lease expense, amortization of debt discounts and amortization of deferred financing costs, pension settlement charges, additional pro rata adjustments from joint ventures, (gains) losses on other assets, and (gains) losses on extinguishment of debt and warrant settlements. Beginning in 2016, we exclude the impact of deferred income tax expense (benefit). We have also presented FFO and AFFO per basic share and diluted share. Each of these measures is a non-GAAP financial measure. We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding the performance of our ongoing operations because such presentation is a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items which we believe are not indicative of the performance of our underlying hotel properties. We believe that these items are more representative of our asset base than our ongoing operations. We also use AFFO as one measure in determining our results after taking into account the impact of our capital structure.	
(2)	Represents furniture, fixtures and equipment reserve for managed properties and maintenance capital expenditures for non-managed properties.	
 
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2017 NOTICE OF MEETING AND PROXY STATEMENT    	
 
Reconciliation of Consolidated Adjusted EBITDA(1) to Net Income and
Segment-Level Adjusted EBITDA(1) to Operating Income
(in thousands)

 	 	Twelve Months Ended
December 31,	 	
 	 	2016	 	 	 	 	 	2015	 	
Consolidated	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	    1,149,207     	 	 	 	 	 	 	$	    1,092,124     	 	
Net income	 	$	159,366     	 	 	 	 	 	 	$	111,511     	 	
Provision (benefit) for income taxes	 	 	3,400     	 	 	 	 	 	 	 	(11,855)    	 	
Other (gains) and losses, net	 	 	(4,161)    	 	 	 	 	 	 	 	10,889     	 	
Loss from joint ventures	 	 	2,794     	 	 	 	 	 	 	 	-            	 	
Interest expense, net	 	 	52,406     	 	 	 	 	 	 	 	51,517     	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Income	 	 	213,805     	 	 	 	 	 	 	 	162,062     	 	
Depreciation & amortization	 	 	109,816     	 	 	 	 	 	 	 	114,383     	 	
Preopening costs	 	 	-            	 	 	 	 	 	 	 	909     	 	
Non-cash ground lease expense	 	 	5,243     	 	 	 	 	 	 	 	5,364     	 	
Equity-based compensation expense	 	 	6,128     	 	 	 	 	 	 	 	6,158     	 	
Pension settlement charge	 	 	1,715     	 	 	 	 	 	 	 	2,356     	 	
Impairment charges	 	 	-            	 	 	 	 	 	 	 	19,200     	 	
Interest income on Gaylord National bonds	 	 	11,410     	 	 	 	 	 	 	 	12,337     	 	
Other gains and (losses), net	 	 	4,161     	 	 	 	 	 	 	 	(10,889)    	 	
Loss on warrant settlements	 	 	-            	 	 	 	 	 	 	 	20,246     	 	
Gain on disposal of assets	 	 	(2,084)    	 	 	 	 	 	 	 	(7,058)    	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Consolidated Adjusted EBITDA	 	$	350,194     	 	 	 	 	 	 	$	325,068     	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Hospitality Segment	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	1,039,643     	 	 	 	 	 	 	$	994,603     	 	
Operating income	 	$	217,564     	 	 	 	 	 	 	$	169,383     	 	
Depreciation & amortization	 	 	100,186     	 	 	 	 	 	 	 	105,876     	 	
Preopening costs	 	 	-            	 	 	 	 	 	 	 	851     	 	
Non-cash lease expense	 	 	5,243     	 	 	 	 	 	 	 	5,364     	 	
Impairment charges	 	 	-            	 	 	 	 	 	 	 	19,200     	 	
Interest income on Gaylord National bonds	 	 	11,410     	 	 	 	 	 	 	 	12,337     	 	
Other gains and (losses), net	 	 	4,459     	 	 	 	 	 	 	 	2,317     	 	
(Gain) loss on disposal of assets	 	 	(1,931)    	 	 	 	 	 	 	 	138     	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Hospitality Segment Adjusted EBITDA	 	$	336,931     	 	 	 	 	 	 	$	315,466     	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Same-Store Hospitality Segment	 	 	 	 	 	 	 	 	 	 	 	 	
Total Hospitality Segment Revenue	 	$	1,039,643     	 	 	 	 	 	 	$	994,603     	 	
AC Hotel at National Harbor Revenue	 	 	9,992     	 	 	 	 	 	 	 	6,972     	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Same-Store Hospitality Segment Revenue	 	$	1,029,651     	 	 	 	 	 	 	$	987,631     	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Hospitality Segment Adjusted EBITDA	 	$	336,931     	 	 	 	 	 	 	$	315,466     	 	
AC Hotel at National Harbor Adjusted EBITDA	 	 	3,135     	 	 	 	 	 	 	 	2,496     	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Same-Store Hospitality Segment Adjusted EBITDA	 	$	333,796     	 	 	 	 	 	 	$	312,970     	 	

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2017 NOTICE OF MEETING AND PROXY STATEMENT    	

 	 	Twelve Months Ended
December 31,	 	
 	 	2016	 	 	 	 	 	2015	 	
Entertainment Segment	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	       109,564     	 	 	 	 	 	 	$	         97,521     	 	
Operating income	 	$	27,980     	 	 	 	 	 	 	$	24,353     	 	
Depreciation & amortization	 	 	7,034     	 	 	 	 	 	 	 	5,747     	 	
Preopening costs	 	 	-            	 	 	 	 	 	 	 	58     	 	
Equity-based compensation	 	 	711     	 	 	 	 	 	 	 	629     	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Entertainment Segment Adjusted EBITDA	 	$	35,725     	 	 	 	 	 	 	$	30,787     	 	

(1) 	Same-store Hospitality segment results exclude the results associated with our AC Hotel at National Harbor, which opened in April 2015. To calculate Adjusted EBITDA, we determine Operating Income, which represents Net Income (Loss) determined in accordance with GAAP, plus to the extent the following adjustments occurred during the periods presented: loss (income) from discontinued operations, net; provision (benefit) for income taxes; other (gains) and losses, net; loss on extinguishment of debt; (income) loss from joint ventures; and interest expense, net. Adjusted EBITDA is then calculated as Operating Income, plus, to the extent the following adjustments occurred during the periods presented: depreciation and amortization; preopening costs; non-cash ground lease expense; equity-based compensation expense; impairment charges; any closing costs of completed acquisitions; interest income on Gaylord National bonds; other gains and (losses), net; (gains) and losses on warrant settlements; pension settlement charges; pro-rata Adjusted EBITDA from joint ventures; (gains) losses on the disposal of assets; and any other adjustments we may identify. We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because this measure helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization) from our operating results.	
 
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] w SCAN TO VIEW MATERIALS & VOTE RYMAN HOSPITALITY PROPERTIES, INC. ONE GAYLORD DRIVE NASHVILLE, TN 37214 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 3, 2017 (for shares in the Company’s 401(k) Savings Plan, the voting deadline is 11:59 P.M. Eastern Time on May 2, 2017). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 3, 2017 (for shares in the Company’s 401(k) Savings Plan, the voting deadline is 11:59 P.M. Eastern Time on May 2, 2017). Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. E17234-P86457 RYMAN HOSPITALITY PROPERTIES, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain ! ! ! 1a. Michael J. Bender The Board of Directors recommends you vote FOR proposal 2. Against Abstain For ! ! ! ! ! ! 1b. Rachna Bhasin 2. To approve, on an advisory basis, the Company’s executive compensation. ! ! ! 1c. Alvin Bowles The Board of Directors recommends that you vote for a frequency of every ONE YEAR. 3 Years 1 Year 2 Years Abstain ! ! ! ! ! ! ! 1d. William F. Hagerty, IV 3. To determine, on an advisory basis, whether we will have future advisory votes regarding our executive compensation every one year, every two years or every three years. ! ! ! 1e. Ellen Levine ! ! ! Against Abstain For The Board of Directors recommends you vote FOR proposal 4. 1f. Patrick Q. Moore ! ! ! ! ! ! 1g. Robert S. Prather, Jr. 4. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2017. ! ! ! 1h. Colin V. Reed ! ! ! NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1i. Michael I. Roth Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. V.1.1

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E17235-P86457 RYMAN HOSPITALITY PROPERTIES, INC. Annual Meeting of Stockholders May 4, 2017 10:00 AM This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Colin V. Reed, Michael I. Roth and Scott J. Lynn, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of RYMAN HOSPITALITY PROPERTIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, Central Time on May 4, 2017, at the Gaylord Opryland Resort and Convention Center, 2800 Opryland Drive, Nashville, TN 37214, and any adjournment or postponement thereof. In their discretion the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. This proxy also provides voting instructions for shares held by Lincoln Financial Group, the Trustee for the Company’s 401(k) Savings Plan, and directs such Trustee to vote, as indicated on the reverse side of this card, any shares allocated to the account in this plan. The Trustee will vote these shares as you direct. The Trustee will vote allocated shares of the Company’s stock for which 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 2, 2017, for the Trustee to vote the plan shares. Continued and to be signed on reverse side V.1.1