UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2022

ROYAL GOLD, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-13357	84-0835164
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


1144 15^th Street, Suite 2500, Denver, CO		80202-2686
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 303-573-1660

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock $0.01 Par Value	RGLD	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2022, Royal Gold, Inc. (the “Company”) entered into amendments to employment agreements (“Amendments”) to amend the following employment agreements with its named executive officers:

Employment Agreement, dated effective January 2, 2020, between the Company and William Heissenbuttel, President and Chief Executive Officer of the Company;

Employment Agreement, dated effective January 2, 2020, between the Company and Paul Libner, Chief Financial Officer and Treasurer of the Company;

Employment Agreement, dated effective January 2, 2020, between the Company and Randy Shefman, Vice President and General Counsel of the Company;

Employment Agreement, dated January 2, 2020, between Royal Gold Corporation, a corporation organized under the laws of Canada and a wholly owned subsidiary of Royal Gold, and Mark Isto, Executive Vice President and Chief Operating Officer of Royal Gold Corporation; and

Employment Contract, dated January 1, 2019, between RGLD Gold AG, a corporation organized under the laws of Switzerland and a wholly owned subsidiary of Royal Gold, and Daniel Breeze, Vice President Corporate Development of RGLD Gold AG, as amended by the Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Mr. Breeze.

The Amendment clarifies that the annual incentive award received by each executive for the six-month transition period from July 1, 2021, to December 31, 2021, shall be annualized and considered to be a bonus for a “full fiscal year” for all purposes of the executive’s employment agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8- K and incorporated by reference into this Item 5.02.

Item 9.01Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description
10.1		Form of Amendment to Employment Agreement or Employment Contract, as applicable.
104		Cover Page Interactive Data File (formatted as inline XBRL).

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.

Feb
	Royal Gold, Inc.



Dated: April 11, 2022	By:	/s/ Laura B. Gill
		Name:	Laura B. Gill
		Title:	Vice President, Corporate Secretary and Chief Compliance Officer

EXHIBIT 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT (“Amendment”) is dated effective [●], 2022 and serves to amend the [Employment Agreement]¹[Employment Contract]² entered into by and between [Royal Gold, Inc., a Delaware corporation]³[Royal Gold Corporation, a corporation organized under the laws of Canada]⁴ [RGLD Gold AG]⁵ (the “Company”), and ___________ (“Executive” and, together with the Company, the “Parties”), on ____________, 20__ (the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

WHEREAS, the Parties have previously entered into the Agreement to set forth the terms and conditions of Executive’s employment and, among other terms, to set forth certain payments to which Executive may become entitled upon future terminations of employment;

WHEREAS, [Royal Gold, Inc., the indirect parent of]⁶ the Company [(“Royal Gold”)] ⁷has recently changed its fiscal year from a June 30 year-end to a December 31 year-end [and has paid Executive a bonus for the July 1, 2021, to December 31, 2021, fiscal year (the “Transition Fiscal Year”)]⁸;

[WHEREAS, the Company plans to change its fiscal year from a June 30 year-end to a December 31 year-end during 2022 (i.e., one year after Royal Gold’s change in fiscal-year end);

WHEREAS, the Company has paid Executive a bonus for the July 1, 2021, to December 31, 2021, period (the “RG Transition Fiscal Year”), and plans to pay Executive a bonus for the period from January 1, 2022, to December 31, 2022; and]⁹

WHEREAS, the Parties desire to amend the Agreement to specify the manner in which the bonus for the Transition Fiscal Year shall be included in any calculations providing for severance under the Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows.

¹ For all agreements other than Swiss Agreement.

² For Swiss Agreement.

³ For U.S. executives.

⁴ For Canadian executives.

⁵ For Swiss executives.

⁶ For Swiss Agreement.

⁷ For Swiss Agreement.

⁸ All agreements other than Swiss Agreement.

⁹ For Swiss Agreement.

EXHIBIT 10.1

[A new subsection [h] shall be added at the end of Section [5] of the Agreement]¹⁰[A new Section 9.8.4 shall be added to the Employment Contract]¹¹ which shall read as follows:

“[h][9.8.4]. Treatment of Bonus for Transition Fiscal Year.

Notwithstanding anything in this [Agreement]¹² [Employment Contract]¹³ to the contrary, for purposes of any calculation hereunder for which the bonus paid to Executive is relevant, [(a)] ¹⁴the bonus Executive received for the July 1, 2021 to December 31, 2021 [fiscal year] ¹⁵shall be annualized and shall be considered to be a bonus for a “full fiscal year” for all purposes of this [Agreement][Employment Contract].” [, and (b) any bonus Executive receives for the period from January 1, 2022, to December 31, 2022, shall be considered to be a bonus for a “full fiscal year” for all purposes of this Employment Contract]¹⁶

The Parties hereto acknowledge and agree that the Agreement, as amended by this Amendment, shall remain in full force and effect and, except as specifically stated herein, is otherwise unmodified and that this Amendment does not alter, amend, modify or affect any other agreement between the Parties. Any reference in the Agreement to “this Agreement” shall be deemed to mean “the Agreement as amended by this Amendment.”

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment to the Agreement as of the date written above.

[ROYAL GOLD, INC.]¹⁷[ROYAL GOLD CORPORATION]¹⁸[RGLD GOLD AG]¹⁹

By:

Name:

Title:

[EXECUTIVE]

By:

¹⁰ All agreements other than Swiss Agreement.

¹¹ Swiss Agreement.

¹² For all agreements other than Swiss Agreement.

¹³ Swiss Agreement.

¹⁴ Swiss Agreement

¹⁵ For all agreements other than Swiss Agreement.

¹⁶ Swiss Agreement

¹⁷ For U.S. executives.

¹⁸ For Canadian executives.

¹⁹ For Swiss executives.