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) May 23, 2006
ROYAL GOLD, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-13357
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84-0835164 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 1660 Wynkoop Street, Suite 1000, Denver, CO
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80202-1132 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code 303-573-1660
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
The disclosure provided in Item 5.02 of this Form 8-K is incorporated herein by reference.
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| Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On May 23, 2006, the board of directors of Royal Gold, Inc. (the “Company”) promoted Tony Jensen to
the position of President and Chief Executive Officer of the Company, effective as of July 1, 2006.
Mr. Jensen will no longer serve as the Company’s Chief Operating Officer. Stanley Dempsey, who
was previously the Company’s Chief Executive Officer, will remain with the Company as its Executive
Chairman of the Board of Directors, effective as of July 1, 2006.
In connection with Mr. Jensen’s appointment as the Company’s President and Chief Executive Officer,
his annual base salary was increased to $320,000, effective as of July 1, 2006. Mr. Jensen has
elected not to have an employment agreement.
On May 23, 2006, the Company’s board of directors also promoted Stefan Wenger to the position of
Chief Financial Officer of the Company, effective as of July 1, 2006. Mr. Wenger will no longer
serve as the Company’s Chief Accounting Officer or Treasurer.
The terms of Mr. Dempsey’s employment contract were amended, effective as of July 1, 2006, to
reflect his new position as the Company’s Executive Chairman of the Board of Directors and to
reflect his new annual base salary of $180,000. Other than as described herein, the terms of Mr.
Dempsey’s employment contract were not materially altered.
The terms of Mr. Wenger’s employment contract were amended, effective as of July 1, 2006, to
reflect his new position as the Company’s Chief Financial Officer, to have Mr. Wenger report to the
Company’s President and Chief Executive Officer and to reflect his new annual base
salary of $155,000.
The foregoing summary of the amendments to Mr. Dempsey’s and Mr. Wenger’s employment contracts is
qualified in its entirety to the text of the form of employment contract filed by the Company with
the Securities and Exchange Commission (the “Commission”) on September 22, 2005 on Current Report
on Form 8-K, which is incorporated by reference to Exhibit 10.1 hereto. The material terms of Mr. Dempsey’s and Mr. Wenger’s employment contracts were described in the Company’s proxy
statement filed with the Commission on October 11, 2005 in connection with last year’s annual
meeting of stockholders under the caption “Compensation of Directors and Executive Officers -
Employment Contracts,” which description is incorporated herein by reference.
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