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

On May 25, 2022, Royal Gold, Inc. (the "Company") and each of William Heissenbuttel, President and Chief Executive Officer of the Company, Paul Libner, Chief Financial Officer and Treasurer of the Company, and Randy Shefman, Vice President and General Counsel of the Company, entered into a second amendment to employment agreement, effective as of May 25, 2022 ("Second Amendment"). Royal Gold Corporation, a corporation organized under the laws of Canada and a wholly owned subsidiary of the Company, and Mark Isto, Executive Vice President and Chief Operating Officer of Royal Gold Corporation, also entered into a Second Amendment. In each case, the Second Amendment provided that any annual bonus earned by the executive officer would be paid in the calendar year following the year of performance, but in no event later than March 31 of such calendar year.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second 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 5.07.Submission of Matters to a Vote of Security Holders.

Royal Gold, Inc. ("Royal Gold" or "our") held its 2022 annual meeting of stockholders on May 25, 2022 (the "Annual Meeting"). Stockholders voted on, and approved, the following proposals at the Annual Meeting:

Proposal 1 - Election of two Class II directors to serve three-year terms expiring at our 2025 annual meeting of stockholders or until the director's successor is duly elected and qualified:

Director For Against Abstain Broker Non-Votes William Hayes 52,543,392 1,511,390 37,676 4,814,758 Ronald Vance 51,584,921 2,472,632 34,905 4,814,758

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



   For      Against  Abstain Broker Non-Votes
51,358,597 2,599,012 134,849    4,814,758

Proposal 3 - Ratification of the appointment of Ernst & Young LLP as our independent registered public accountant for the fiscal year ending December 31, 2022:



   For     Against Abstain Broker Non-Votes
58,571,098 304,054 32,064        N/A

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

Item 9.01Financial Statements and Exhibits

(d) Exhibits



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


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