SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement |
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o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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o Definitive Proxy Statement | ||||
o Definitive Additional Materials | ||||
x Soliciting Material Pursuant to §240.14a-12 |
Gaylord Entertainment Company
Payment of Filing Fee (Check the appropriate box):
x | No fee required. |
o | 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: |
o | Fee paid previously with preliminary materials. |
o | 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 or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Beneficial | ||||
Ownership of | ||||
Name of Director/Executive Officer | Common Stock | |||
Michael J.
Bender, Director |
19,000 | (1) | ||
E.K. Gaylord II, Director |
448,674 | (2) | ||
E. Gordon Gee, Director |
38,500 | (3) | ||
Ralph Horn, Director |
52,500 | (3) | ||
Ellen Levine, Director |
21,500 | (4) | ||
R. Brad Martin, Director |
4,500 | (5) | ||
Colin V.
Reed, Chairman of the Board, CEO and Director |
1,481,497 | (6) | ||
Michael D.
Rose, Director |
263,299 | (7) | ||
Michael I. Roth, Director |
29,140 | (8) | ||
David C. Kloeppel, President and CFO |
447,615 | (9) | ||
Carter R. Todd, Executive Vice President, General
Counsel and Secretary |
33,000 | (10) |
(1) | Includes 17,500 shares issuable upon the exercise of options exercisable within 60 days of February 1, 2009. Does not include 1,500 shares of common stock issuable upon the vesting of restricted stock unit awards on May 6, 2009. | |
(2) | Includes 206,500 shares issuable upon the exercise of options exercisable within 60 days of February 1, 2009. Does not include 1,500 shares of common stock issuable upon the vesting of restricted stock unit awards on May 6, 2009. | |
(3) | Includes 37,000 shares issuable upon the exercise of options exercisable within 60 days of February 1, 2009. Does not include 1,500 shares of common stock issuable upon the vesting of restricted stock unit awards on May 6, 2009. | |
(4) | Includes 20,000 shares issuable upon the exercise of options exercisable within 60 days of February 1, 2009. Does not include 1,500 shares of common stock issuable upon the vesting of restricted stock unit awards on May 6, 2009. | |
(5) | Does not include 1,500 shares of common stock issuable upon the vesting of restricted stock unit awards on May 6, 2009. | |
(6) | Includes 1,013,750 shares issuable upon the exercise of options exercisable within 60 days of February 1, 2009. Does not include 170,000 shares of common stock issuable upon the vesting of restricted stock unit awards granted pursuant to the 2003 PARSUP Program, which will vest on December 31, 2011 or upon termination of Mr. Reeds employment, whichever occurs first, as well as 182,000 shares of common stock issuable upon the vesting of restricted stock unit awards, which vest on February 4, 2012, subject to the satisfaction of certain performance metrics. Includes 385,242 shares credited to Mr. Reeds SERP (each of which is the economic equivalent of one share of the Companys common stock and is payable solely in shares of common stock following Mr. Reeds termination of employment with the Company). Mr. Reed does not have voting power or investment power with respect to these shares. Mr. Reeds sole right with respect to these shares is to receive some or all of these shares upon termination of his employment in accordance with the terms of Mr. Reeds employment agreement, depending upon the nature of such termination. | |
(7) | Includes 210,000 shares issuable upon the exercise of options exercisable within 60 days of February 1, 2009. Does not include 1,500 shares of common stock issuable upon the vesting of restricted stock unit awards on May 6, 2009. | |
(8) | Includes 25,000 shares issuable upon the exercise of options exercisable within 60 days of February 1, 2009. Does not include 1,500 shares of common stock issuable upon the vesting of restricted stock unit awards on May 6, 2009. | |
(9) | Includes 362,500 shares issuable upon the exercise of options exercisable within 60 days of February 1, 2009. Does not include 75,000 shares of common stock issuable upon the vesting of restricted stock unit awards, which vest on February 4, 2012, subject to the satisfaction of certain performance metrics. | |
(10) | Includes 25,000 shares issuable upon the exercise of options exercisable within 60 days of February 1, 2009. Does not include 20,000 shares of common stock issuable upon the vesting of restricted stock unit awards, which vest on February 4, 2012, subject to the satisfaction of certain performance metrics. |
Compensation Item | Amount | |||
Fees Payable to All Directors |
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Annual Retainer |
$ | 50,000 | ||
Fees Payable to Audit Committee Members |
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Audit Committee Chair |
20,000 | |||
Other Audit Committee Members |
10,000 | |||
Fees Payable to Human Resources Committee Members |
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Human Resources Committee Chair |
12,500 | |||
Other Human Resources Committee Members |
7,500 | |||
Fees Payable to Nominating and Corporate Governance Committee Members |
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Nominating and Corporate Governance Committee Chair |
12,500 | |||
Other Nominating and Corporate Governance Committee Members |
7,500 |
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