UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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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.
As previously disclosed by Royal Gold, Inc. (“Royal Gold”), on May 24, 2023, Mark Isto, Executive Vice President and Chief Operating Officer of Royal Gold Corporation, provided his notice of retirement and resignation to Royal Gold, and, on August 22, 2023, the Board of Directors of Royal Gold accepted Mr. Isto’s resignation and termination of employment, effective September 14, 2023.
On September 14, 2023, Mr. Isto and the Company entered into a Retirement Letter Agreement (the “Retirement Letter Agreement”) and a Consulting and Confidentiality Agreement (the “Consulting Agreement,” and, together with the Retirement Letter Agreement, the “Agreements”). Pursuant to the terms of the Agreements, Mr. Isto will provide consulting services from his retirement date through August 31, 2024, with an option for the parties to extend the term of the Consulting Agreement upon mutual agreement. For as long as Mr. Isto continues to provide consulting services to the Company pursuant to the terms of the Consulting Agreement, he (1) will receive an hourly rate of the Canadian dollar equivalent U.S.$125/hour as of September 14, 2023, for up to a maximum of 64 hours per calendar month and Canadian dollar equivalent of U.S.$100/hour as of September 14, 2023, for each hour in excess of 64 hours per calendar month, and reimbursement for reasonable expenses incurred in connection with his services, and (2) will retain and be eligible to vest in his rights in unvested restricted stock units and unvested performance shares in accordance with the terms of the Company’s 2015 Omnibus and Long-Term Incentive Plan and the equity award agreements related to his unvested restricted stock units and unvested performance shares. Mr. Isto will also receive $1,000 in exchange for a general release of claims against the Company.
All of Mr. Isto’s unvested stock units and unvested performance shares that remain unvested as of the date of termination of the Consulting Agreement will be forfeited.
During the consulting period, Mr. Isto will provide technical consulting services as requested by the Company, including with respect to the various projects being evaluated by the Company from time to time and the preparation of the Company’s ESG-related reports. The Agreements also provide that Mr. Isto will not, among other things, compete with the Company or attempt to hire employees of the Company, consistent with the terms of Mr. Isto’s Employment Agreement, dated January 2, 2020, as amended.
The foregoing description of the Agreements contained herein is qualified in its entirety by reference to the actual agreements filed with the Securities and Exchange Commission as exhibits to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
10.1* | ||
10.2* | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
* Certain portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K.
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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. | |||
Dated: September 18, 2023 | By: | /s/ Laura B. Gill | |
Name: | Laura B. Gill | ||
Title: | Vice President, Corporate Secretary and Chief Compliance Officer | ||
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