The following matrix provides information about theour director nominees, including certain types of knowledge, skills experiences and attributesexperience possessed by one or more of our directorthe nominees which our Board believes are relevant to our business and operations.business. The matrix does not encompass all of the knowledge, skills experiences or attributesexperience of our directorthe nominees, and does not suggest that a director nominee who is not listed as having any particular knowledge, skill experience or attributeexperience is unable to contribute to the decision-making process in that area.

The following table shows the company’s total stockholder return, or TSR⁽²⁾, as compared to the S&P 500 Index and the FTSE NAREIT Equity REITs Index, over the last one, three and five years.

Our financial results in 2022 represented a significant improvement from 2021, continuedas our businesses generally returned to, be significantly impacted byand in some cases exceeded, pre-COVID levels in the COVID-19 pandemic. Business levels increased from 2020 levels,second half of 2022 due to ana significant improvement in group business and increased levels of transient business in our hospitality segment, andas well as increased levels of activity in our entertainment segment. However, our operations continued to be materially impacted by customer sentiment relating to group meetings and conventions in light of the pandemic. During 2021, inIn light of these conditions, our total revenue increased approximately 79%92% from 20202021 ($939.4 million1.8 billion in 2021,2022, as compared to $524.5$939.4 million in 2020)2021), and in 2022 we experienced:generated:

In order to achieve our corporate strategic objectives and to attract, retain and motivate a team of qualified, talented and knowledgeable executives who are capable of performing their responsibilities, we design our executive compensation with the intent of providing competitive compensation programs which reward strong performance and limit compensation when our performance objectives are not achieved. We believe that our compensation programs provide a suitable balance between long- and short-term compensation and have an appropriate performance-based and “at risk” component.

The key elements of the compensation program for our named executive officers, or NEOs, which are described more fully in the Compensation Discussion and Analysis beginning on page 3537, are:

We also are mindful of the risks to our stockholders that may be inherent in our compensation programs, and we attempt to utilize compensation practices that mitigate these risks. Some of these compensation practices are:

Our Board of Directors has adopted governance policies that we believe are in the best interests of our stockholders, including:

Below are instructions on how to vote, as well as information on your voting rights as a stockholder. Some of the instructions vary depending on how your stock is held. It’s important to follow the instructions that apply to your situation.

The information below about the business background of each nominee for director has been provided by each nominee. All nominees other than Mr. Haslam are currently directors. In case any nominee is not available to serve as a director, the person or persons voting the proxies may vote your shares for such other person or persons designated by the Board if you have submitted a proxy card.

The Board may also choose to reduce the number of directors to be elected at the meeting. Each of the nominees shall be elected to serve as a director until the annual meeting of stockholders in 20232024 or until his or her respective successor is otherwise duly elected and qualified, or until his or her earlier resignation or removal. The names of the nominees for director, along with their present positions, their principal occupations, current directorships held with other public companies, as well as directorships with other public companies during the past five years, their ages and the year first elected as a director, are set forth below. Individual qualifications, experiences and skills that contribute to the Board’s effectiveness as a whole, as determined by the Nominating and Corporate Governance Committee, are also described below.

In 20212022 the Board met 85 times. Overall attendance at such meetings was 100%, and each director attended 100% of the committee meetings on which such director was a member during 2022. All directors attended at least 75% of the total number of meetings of the Board and those committees of which the director was a member in the aggregate during 2021.2022.

Our Corporate Governance Guidelines and Bylaws provide for a majority voting standard in uncontested director elections. A director nominee will be elected to the Board only if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” such nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or against such election). If an incumbent nominee for director fails to receive the required majority vote in a director election, he or she will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee and, ultimately, the Board.

In the event any incumbent nominee for director does not receive the requisite majority vote, our Corporate Governance Guidelines and Bylaws provide that our Nominating and Corporate Governance Committee will evaluate the circumstances of the failed election and will make a recommendation regarding how to act upon the tendered resignation to the full Board, in light of the best interests of the company and its stockholders. The full Board will then act upon the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and will publicly disclose its decision regarding the tendered resignation and its rationale within 90 days of the certification of the election results. If the Board accepts the resignation, the nominee will no longer serve on the Board. If the Board rejects the resignation, the nominee will continue to serve until his or her successor has been duly elected and qualified or until his or her earlier disqualification, death, resignation or removal.

WePursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking stockholders to cast an advisory (non-binding) vote on our executive compensation for our named executive officers, or NEOs. Please read the Compensation Discussion and Analysis beginning on page 3537 and the related compensation tables and narrative discussion appearing on pages 5558 through 6272, which provide more information on the compensation paid to our NEOs for 2021.2022.

For the reasons discussed above and in the Compensation Discussion and Analysis beginning on page 3537, we are asking our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the company’s stockholders approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, in this proxy statement.”

Approval of this proposal requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on this matter. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the proposal. Broker non-votes will not impact the outcome of this matter. While this vote is advisory and therefore not binding on us, our Board and our Human Resources Committee value the opinions of our stockholders and will take into consideration the outcome of this vote when making future decisions regarding our executive compensation programs. The Board unanimously recommends that the stockholders vote FOR the approval of the advisory resolution relating to the compensation of our NEOs as disclosed in this proxy statement.

Proposal 34 asks that our stockholders vote to ratify the Audit Committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm to audit our financial statements and internal control over financial reporting for the 20222023 fiscal year. You can find more information about our relationship with Ernst & Young LLP on page 7282 of this proxy statement.

Approval of this proposal requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on the matter. If you abstain from voting on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, your abstention will have the same effect as a vote against the proposal.