Royal Gold Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$RGLD
Precious Metals
Industrials
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): March 17, 2025
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (303 ) 573-1660
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Securities registered pursuant to Section 12(b) of the Act:
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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 | ||||||||
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 17, 2025, Royal Gold, Inc. (the “Company”) entered into employment agreements and restrictive covenants agreements with each of William Heissenbuttel, the Company’s President and Chief Executive Officer; Paul Libner, the Company’s Senior Vice President and Chief Financial Officer; Martin Raffield, the Company’s Senior Vice President, Operations; and Randy Shefman, the Company’s Senior Vice President and General Counsel. The new employment agreements and restrictive covenants agreements replace prior employment agreements between the Company and each of the executives.
The new employment agreements provide for the following:
•annual base salaries of $918,000 for Mr. Heissenbuttel, $492,000 for Mr. Libner, $475,000 for Dr. Raffield, and $475,000 for Mr. Shefman, which amounts are subject to future increase (but not decrease) in the discretion of the Board of Directors (the “Board”) or the Compensation, Nominating, and Governance Committee of the Board (the “CNG Committee”);
•eligibility for each executive to participate in the Company’s annual incentive bonus and equity award programs, on such terms and subject to such conditions as determined by the Board or CNG Committee;
•the right of each executive to participate in the Company’s health, disability, insurance, and other benefits programs on the same basis as other similarly-situated executives of the Company; and
•severance upon the termination of an executive’s employment with the Company, including payment of accrued obligations and, in the event of a termination by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the employment agreements), a lump sum payment equal to one times the executive’s base salary and annual bonus, plus a prorated bonus, and COBRA premiums for up to 12 months, or in the event such a termination occurs in the 24 months following a “change in control” (as such term is defined in the employment agreements), a lump sum payment equal to 1.5 times (or, in the case of Mr. Heissenbuttel, 2.5 times) the executive’s base salary and annual bonus, plus a prorated bonus, and COBRA premiums and continuation of other benefits for up to 18 months (or, in the case of Mr. Heissenbuttel, up to 24 months).
The new restrictive covenants agreements prohibit the executives from competing against the Company or soliciting the Company’s employees, vendors, or business counterparties for 12 months following termination of employment, in addition to other customary restrictive covenants.
The foregoing descriptions of the employment agreements and restrictive covenants agreements do not not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 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.
| Royal Gold, Inc. | |||||||||||
| Date: March 21, 2025 | By: | /s/ David R. Crandall | |||||||||
| Name: | David R. Crandall | ||||||||||
| Title: | Vice President, Corporate Secretary and Chief Compliance Officer | ||||||||||