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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.
(f) On
November 17, 2010, the Board of Directors (the "Board") of Royal
Gold, Inc. (the "Company") authorized and approved the payment of
cash bonuses for fiscal year 2010 (ended June 30, 2010) to the Company's
executive officers. This bonus compensation information was not included in
the Summary Compensation Table included in the Company's Proxy Statement for
its 2010 Annual Meeting of Stockholders, filed with the Securities and
Exchange Commission on October 8, 2010, because amounts of such bonuses were
not determined and not calculable as of the time of the proxy filing. The fiscal
2010 bonus payments, the total fiscal 2010 compensation as reported in the
2010 proxy statement, and the recalculated total compensation, including
bonus payments approved for the Company's named executive officers, for
fiscal year 2010 is as follows:
Total Fiscal 2010
Total Fiscal 2010
Compensation as Compensation
Named Executive
Officer Fiscal 2010 Reported in Proxy Including Fiscal
and Principal
Position
Bonus
Statement
2010 Bonus
Tony Jensen
$300,000
$2,475,823
$2,775,823
President
and Chief
Executive Officer
Stefan Wenger
$130,000
$1,057,236 $1,187,236
Chief Financial Officer
and Treasurer
Bruce C.
Kirchhoff
$140,000
$1,096,086
$1,236,086
Vice
President and
General Counsel
William
Heissenbuttel
$135,000
$1,052,586
$1,187,586
Vice
President of
Corporate
Development
Karen P. Gross
$130,000
$855,663
$985,663
Vice
President and
Corporate
Secretary
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual
Meeting of Stockholders of Royal Gold, Inc. was held in Denver, Colorado, on
November 17, 2010. At that meeting, the stockholders of the Company, and the
holders of exchangeable shares of RG Exchangeco Inc., a wholly-owned subsidiary
of the Company, that are entitled to the same voting rights as the Company's
common stock ("Exchangeable Shares"), considered and acted upon the
following proposals:
Proposal
No. 1: Election of Directors. By the vote
reflected below, the stockholders and holders of Exchangeable Shares elected
the following individuals as Class II directors to serve until the 2013
Annual Meeting of Stockholders or until each such director's successor is
elected and qualified:
Director
For
Against Abstain Broker
Non-Votes
William Hayes 35,763,502 116,558 30,072 10,939,799
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James W. Stuckert 34,735,572
1,146,093 28,467 10,939,799
Proposal No. 2: Approve amendments to, and re-approval of,
the Company's 2004 Omnibus Long-Term Incentive Plan. By the vote reflected
below, the stockholders and holders of Exchangeable Shares approved the
amendments to the Company's 2004 Omnibus Long-Term Incentive Plan, including
an amendment to increase the number of shares reserved for issuance from
1,300,000 shares to 2,600,000 shares, and re-approved the Company's 2004
Omnibus Long-Term Incentive Plan for purposes of
Section 162(m) of the Internal Revenue Code of 1986, as amended:
For Against Abstain Broker Non-Votes Proposal 2 30,634,151
5,033,586 242,395 10,939,799
Proposal No. 3: Ratification of the appointment of Ernst
& Young LLP as independent registered public accountants. By the vote
reflected below, the stockholders and holders of Exchangeable Shares ratified
the appointment of Ernst & Young LLP as independent registered public
accountants:
For Against Abstain Broker Non-Votes Proposal 3 46,602,875
196,956 50,100 -
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