Ryman Hospitality Properties, Inc.

The Board believes that all members of the Board should devote sufficient time and attention to their duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and director nominees have sufficient time and attention to devote to board duties, the Nominating and Corporate Governance Committee and the Board consider, among other things, whether directors serve on an excessive number of public company boards, a situation commonly referred to as “overboarding”.

Our Board believes that each of our directors has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors. However, we understand that certain of our stockholders and certain proxy advisory firms may deem Mr. Bolton overboarded under their policies as a result of his current role as Executive Chairman of the Board of Mid-America Apartment Communities, Inc. (“Mid-America”) and his service on the boards of EastGroup Properties, Inc. and our company. After careful consideration, the Board believes that Mr. Bolton will continue to dedicate sufficient time to carry out his duties as a member of the Board effectively and believes that his other roles with publicly traded companies will not negatively impact his service on our Board for the following reasons: