Gaylord Entertainment ends proxy battle

Hotel and convention center operator Gaylord Entertainment Co. said Monday it has ended a proxy battle with its biggest shareholder, TRT Holdings Inc., and money manager GAMCO Asset Management Inc.

TRT and GAMCO have agreed to withdraw previous board nominations and vote for Gaylord's nominees, which include four potential directors suggested by TRT and GAMCO.

TRT, which has made public complaints about the company's overhead spending amid a recession-linked drop in bookings, had said it would nominate four directors to the company's board. Gaylord, which owns a network of meetings-focused resorts and country music's Grand Ole Opry, said Monday it will boost the size of its board to 11 directors from nine directors.

At its 2009 annual meeting, the company will nominate seven current directors, as well as TRT nominees Robert Rowling and David Johnson, and GAMCO nominees Robert S. Prather Jr. and Glenn J. Angiolillo. Current directors standing for re-election include: Colin V. Reed, Michael Bender, E. K. Gaylord II, Ralph Horn, Ellen Levine, Michael D. Rose and Michael I. Roth.

Gaylord also said it will change its shareholder rights plan to increase the ownership trigger to 22 percent from 15 percent. As a result, TRT has agreed to a standstill agreement through May 15, 2011.

"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," said Colin V. Reed, chairman and chief executive, in a statement.

TRT and GAMCO and its affiliates own about 14.9 percent and 13.36 percent, respectively, of Gaylord's outstanding shares.

"We appreciate the efforts of management in working with us to reach this agreement and avoid a proxy contest," said Robert Rowling, owner of TRT Holdings. "We are looking forward to working with Colin and his team to continue building Gaylord and creating value for all shareholders."

Gaylord shares closed earlier down 9 cents at $4.90, and edged up 10 cents in aftermarket electronic trading. The stock, which peaked at $36.27 last September, plunged amid the market meltdown last fall, and recently bottoming at $4.76.