Analysts: Gaylord compromise a plus - Nashville Business Journal:

xoqylyjibo.wordpress.com
At the urging of the hotelier’e two largest shareholders, four new directors will join the boarcdthis spring, including some hotel and tourism heavy hitters. Dissiden shareholders often don’t get four seats on the board, whichh will give them a signficant voic inthe company’s operations, says Beth senior research associate with the , a research firm in Maine, that focuses on corporate “When you have a decenft number, especially four, it will be very difficult to dismissa these people,” Young says. Analysts say the additionzs are a good signfor Gaylord, which is struggling with meetings cancellations, low occupancyt and plunging profits.
The tourism giant agreed to remov e two of its current board members and add four new ones two each from the proposefd slates of itslargest shareholders, Texas-based and , a New York-baserd money manager. The new directorsz include TRT nomineesRobert Rowling, the company’s billionairr owner, and David Johnson, president and CEO of . Both have broadr backgrounds in thehotel business. Rowling is chairmabn of TRT’s luxury hotel division . And Johnson overseews the managementof Aimbridge’s entirse portfolio which includes more than 50 hotels with a combinedr $300 million in annual revenue. The othere two new directors are Gamco nominees RobertPrathefr Jr. and Glenn Angiolillo.
Prather is a Gamci board member and CEOof Atlanta-based Angiolill is director of New York-based and presiden t of , a consulting and advisory firm specializing in wealthb management. TRT and Gamco both announced candidateefor Gaylord’s board in January and Februaruy that would have competed with Gaylord’x proxy when shareholders voted at the upcoming annualk meeting. Gaylord reached a compromise with a new slate of avoidinga “potentially expensive, potentially distracting and potentially difficulty proxy battle,” says Memphis-basedf analyst Nap Overton of To avoid a public proxuy battle, Gaylord talked with its who were concerned about Rowling getting a spot on the boardx because he represents the Gaylord’s president and chieg financial officer David Kloeppeol told investors at Hospitality & Gaming Conferencd last week.
But shareholders also thought independenyt directorswere needed, Kloeppel said, so the company came up with the compromisew where two current directors would resign. The board will grow from nine to 11 with seven current directore upfor re-election including Gaylord CEO Colin Reed, Michael E.K. Gaylord II, Ralph Horn, Elleb Levine, Michael Rose and Michaek Roth. “I didn’t know what to expect,” Overtom says. “Rowling was It got a little bit hostilsepretty quick.” William Marks, an analyst at in San says the addition of Rowling will be a “tremendouws value” to Gaylord because of his experience.
“While this was the resultr of a significant amount of I think the end result will be beneficial to Marks says. Patrick Scholes of in Va., says four new directora offers “greater accountability into financial decisionsand spending.” When announcingg his board candidates, Rowling claimed Gaylord projects were mismanagecd and blasted CEO Colin Reed’s plane tripsa in a company jet that TRT said was not for business use. Scholes had said Gaylord should respond tothe allegations, but the hotelie never did and “with the non-disparagement agreement, (it) probably will never be addressee in a public forum.
” No mud slinging was part of the agreemen signed by Gaylord, TRT and Gamco, along with allowing investorsw to buy up to 22 percent of the company’s stock instead of 15 percent. Kloeppe l said Gaylord has had a good relationship withMario Gabelli, CEO and chairman of describing him as someone who “doesn’t mind giving his opinion.” Questions had remained about how Gaylored and Rowling could work together given the hostile wordsa between them, but Kloeppel said they had “successfully buried the hatchet.
”