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

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, Inc. (the "Company"), which will become effective on a date to be determined between September 1, 2023, and December 31, 2023. Mr. Isto's retirement and resignation is not related to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. During the next several months, Mr. Isto will begin transitioning his responsibilities to Dr. Martin Raffield, Vice President, Operations.

On May 25, 2023, the Company issued a press release concerning Mr. Isto's retirement and resignation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 26, 2023, the Company filed a certificate of amendment (the "Amendment") to its restated certificate of incorporation (the "Restated Certificate of Incorporation") with the Secretary of State of the State of Delaware. The Amendment amends the TENTH provision of the Restated Certificate of Incorporation to limit the liability of officers, as permitted under Section 102(b)(7) of the General Corporation Law of the State of Delaware (the "DGCL").

The Amendment amends the Restated Certificate of Incorporation to limit the liability of directors and officers for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such limitation on liability is not permitted under the DGCL as presently in effect or as amended in the future. The Amendment permits exculpation of certain officers in connection with direct claims brought by stockholders. The Amendment does not exculpate officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. The Amendment does not exculpate officers from liability for claims brought by or in the right of the Company, such as derivative claims, nor for any act or omission occurring prior to May 26, 2023, the date on which the Amendment becomes effective.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 3.1 hereto, which is incorporated herein by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders.

The Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting") on May 25, 2023. Stockholders voted on, and approved, the following proposals at the Annual Meeting:

Proposal 1 - Election of three Class III director nominees to serve until the Company's 2026 annual meeting of stockholders or until the director's successor is duly elected and qualified:



Director             For      Against  Abstain Broker Non-Votes

Fabiana Chubbs 52,845,949 705,605 55,646 4,871,769 C. Kevin McArthur 49,935,155 3,625,656 46,389 4,871,769 Sybil Veenman 50,131,725 3,425,488 49,987 4,871,769

Proposal 2 - Approval, on an advisory basis, of the compensation of the Company's named executive officers:



   For      Against  Abstain Broker Non-Votes
52,309,450 1,170,154 127,596    4,871,769


                                       2

Proposal 3 - Approval, on an advisory basis, of the frequency with which the advisory vote to approve named executive officer compensation should be held.



Every Year Two Years Three Years Abstain
52,834,838  78,742     624,466   69,154

Proposal 4 - Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accountant for the fiscal year ending December 31, 2023:



   For     Against Abstain Broker Non-Votes
57,964,326 458,764 55,879         0

Proposal 5 - Approval of the Amendment to the Restated Certificate of Incorporation to limit the liability of certain officers as described above.



   For      Against  Abstain Broker Non-Votes
44,844,591 8,617,517 145,092    4,871,769

No other items were presented for stockholder approval at the meeting.



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Item 9.01Financial Statements and Exhibits

(d) Exhibits



Exhibit
No.                                       Description
  3.1        Certificate of Amendment to the Restated Certificte of Incorporation.
 99.1        Press release dated May 25, 2023.
  104      Cover Page Interactive Data File (formatted as inline XBRL).

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