Gaylord Entertainment agrees to make changes to board, amend rights plan

By Lisa Kerner

Charlotte, N.C., March 9 - Gaylord Entertainment Co. reached agreements with TRT Holdings, Inc. and Gamco Asset Management Inc. on board nominees and amendments to Gaylord's shareholder rights plan, it was announced on Monday.

TRT and Gamco agreed to withdraw their previous board nominations and resolutions and vote their shares for Gaylord's nominees, according to a Gaylord news release. In addition, TRT agreed to a standstill agreement.

Gaylord said it will increase the size of its board to 11 directors from nine.

The company's nominees for election at the 2009 annual meeting will include seven current directors, TRT nominees Robert Rowling and David Johnson and Gamco nominees Robert S. Prather Jr. and Glenn J. Angiolillo.

Standing for re-election are current Gaylord directors Michael Bender, E.K. Gaylord II, Ralph Horn, Ellen Levine, Michael D. Rose, Michael I. Roth and company chairman and chief executive officer Colin V. Reed.

Gaylord said it will amend its shareholder rights plan to increase the ownership trigger to 22% from 15% and to include a "qualifying offer" exception for certain fully financed offers.

"We are pleased to have reached agreements with two major shareholders that are in the best interests of all Gaylord shareholders and will avoid the significant costs and distraction of a proxy contest," Reed said in a news release.

TRT and Gamco own approximately 14.9% and 13.36%, respectively, of the Nashville hospitality and entertainment company's outstanding shares.

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