Royal Gold Reports Director Changes and Compensation Updates

TL;DR

Board shuffle and pay changes at Royal Gold, Inc. (RGLD).

AI Summary

Royal Gold, Inc. filed an 8-K on November 20, 2024, reporting on several key events that occurred on November 19, 2024. These include the departure of a director, the election of a new director, and changes to compensatory arrangements for certain officers. The filing also notes amendments to the company's articles of incorporation or bylaws and other events.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance and compensation matters, which typically carry low inherent risk.

Key Players & Entities

• Royal Gold, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• November 19, 2024 (date) — Date of earliest event reported
• November 20, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — nge on which registered: Common Stock, $0.01 par value RGLD Nasdaq Global Select Ma

Filing Documents

• rgld-20241119.htm (8-K) — 36KB
• ex31amendmentstoamendedand.htm (EX-3.1) — 45KB
• 0000085535-24-000059.txt ( ) — 220KB
• rgld-20241119.xsd (EX-101.SCH) — 2KB
• rgld-20241119_lab.xml (EX-101.LAB) — 23KB
• rgld-20241119_pre.xml (EX-101.PRE) — 13KB
• rgld-20241119_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On November 19, 2024, the Company's Board of Directors amended the Company's Amended and Restated Bylaws (the "Bylaws") to provide that, among other changes, the period for stockholders to give timely notice of proposals (other than pursuant to Rule 14a-8 under the Exchange Act) or nominees to be considered at a meeting of stockholders is not earlier than 120 days nor less than 90 days (instead of 60 days) before (i) the first anniversary of the prior year's annual meeting of stockholders, in the case of an annual meeting, and (ii) the date of the special meeting of stockholders, in the case of a special meeting, in each case subject to certain requirements and exceptions as set forth in the Bylaws. The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amendments, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

01 Other Events

Item 8.01 Other Events Following the amendments to the Bylaws disclosed under Item 5.03, set forth below are the deadlines for stockholders to provide timely notice of proposals or nominees under the Bylaws for the Company's 2025 annual meeting of stockholders, which replaces the deadlines set forth in the Company's 2024 proxy statement: Stockholder Proposals for the 2025 Annual Meeting of Stockholders Proposals Pursuant to Rule 14a-8 Under the Exchange Act* Other Proposals or Nominees to be Presented at the Annual Meeting** Deadline for proposal to be received by Royal Gold On or before December 9, 2024 (120 calendar days prior to the anniversary of the mailing date for the 2024 proxy statement) Between January 23, 2025, and February 22, 2025 (not less than 90 nor more than 120 calendar days prior to the first anniversary of the 2024 annual meeting of stockholders)*** What to include in the proposal Information required by SEC rules Information required by the Bylaws Where to send the proposal By mail to the Company's principal executive office: Corporate Secretary, Royal Gold, Inc., 1144 15th Street, Suite 2500, Denver, CO 80202 * Proposals must satisfy SEC requirements, including Rule 14a-8. ** Proposals not submitted pursuant to SEC Rule 14a-8 and any director nominees must satisfy the requirements set forth in the Bylaws, and the deadline stated above is subject to certain exceptions set forth in the Bylaws. In addition to satisfying the requirements set forth in the Bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 24, 2025. *** If the number of directors to be elected at the 2025 annual meeting of stockholders is increased and there is no public announcement by the Company specifying the size of the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Text of Amendments to Article II, Section 4 of the Amended and Restated B ylaws 104 Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Royal Gold, Inc. Date: November 20, 2024 By: /s/ David R. Crandall Name: David R. Crandall Title: Vice President, Corporate Secretary and Chief Compliance Officer

View Full Filing

View this 8-K filing on SEC EDGAR