Item 2.02 Results of Operations and Financial Condition.
On November 4, 2008, Royal Gold, Inc. (the "Company") reported its first
quarter fiscal 2009 results. The information contained in the press release is
incorporated herein by reference and is filed as exhibit 99.1 hereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On November 5, 2008, the stockholders of the Company approved amendments to
the Company's 2004 Omnibus Long-Term Incentive Plan (the "Plan") to increase the
number of shares of common stock available for awards under the Plan by an
additional 400,000 shares, increase the limit of the total number of shares of
restricted stock that may be issued pursuant to the Plan by 200,000 shares and
to make certain technical changes for purposes of complying with Section 409A of
the Internal Revenue Code, as amended.
On November 5, 2008, the Board of Directors approved amendments to the
Company's form of equity award agreements relating to performance stock,
restricted stock and stock options awarded to executives under the Plan. Stanley
Dempsey, Executive Chairman, Tony Jensen President and Chief Executive Officer,
Stefan Wenger, Chief Financial Officer and Treasurer and Karen P. Gross Vice
President and Corporate Secretary are each eligible to receive equity awards
pursuant to the amended equity award agreements. The amended form of equity
award agreements provide accelerated vesting of stock options, shares of
restricted stock and performance stock awards upon an involuntary termination of
employment without "cause," a voluntary termination of employment for "good
reason" or if the Company elects not to renew the employment term during the
four year renewal period under the employment agreement with each grantee. If
such termination or non-renewal occurs within two years after a "change of
control," then upon such termination or non-renewal all stock options will
become immediately exercisable and all shares of restricted stock and
performance stock awards will fully vest. If such termination or non-renewal
does not occur within two years after a "change of control," then upon such
termination or non-renewal (i) all stock options will become immediately
exercisable, (ii) a prorated portion of each grant of shares of restricted stock
will vest based on the period of employment from the date of grant to the date
of termination or non-renewal and (iii) all or a portion of the performance
stock awards will fully vest based on the number of performance stock awards to
which the grantee would have been entitled taking into account the Company's
performance through the last day of the fiscal quarter in which the termination
or non-renewal takes place, determined in accordance with the Company's
practices with respect to performance stock awards.
Pursuant to the amended form of Nonqualified Stock Option Agreement, if the
grantee's employment is terminated without "cause," for "good reason" or upon
death or "disability" or if the Company elects not to renew the employment term
during the four year renewal period under the grantee's employment agreement and
the grantee is precluded from selling shares of the Company's common stock
underlying any nonqualified stock option due to any lock-up agreements or under
the Company's insider trading policy, then the expiration date to exercise such
nonqualified stock option will be extended for a period of time equal to the
period of such trading restrictions. Pursuant to the amended form of Restricted
Stock Agreement, vesting of restricted stock will be deferred in the event the
Grantee is restricted from selling shares of the Company's common stock due to
any lock-up agreement or under the Company's insider trading policy to a date
that is the earlier of (i) the lapse of such trading restrictions or (ii) an
involuntary termination of the Grantee's employment or the Grantee's death or
disability.
On November 5, 2008, the Board of Directors approved a form of stock
appreciation rights agreement to be issued to eligible employees under the Plan.
The form of stock appreciation rights agreement to be issued to the executives
named above will include the acceleration provisions and the extension of
exercise period provisions with respect to nonqualified stock options described
above.
The foregoing description of the amended equity award agreements and the form
of stock appreciation rights agreement is qualified in its entirety by the full
text of the Plan, the amended equity award agreements and the form of stock
appreciation rights agreement attached hereto as Exhibits 10.1 through 10.6.
(f) On November 5, 2008, the Board of Directors of the Company authorized and
approved the payment of cash bonuses for fiscal year 2008 (ended June 30, 2008)
to the Company's executive officers. This bonus compensation information was not
included in the Summary Compensation Table included in the Company's Proxy
-1-
Statement for its 2008 Annual Meeting of Stockholders, filed with the Securities
and Exchange Commission on September 23, 2008, because amounts of such bonuses
were not determined and not calculable as of the time of the proxy filing. The
fiscal 2008 bonus payments, the total fiscal 2008 compensation as reported in
the 2008 proxy statement, and the recalculated total compensation, including
bonus payments approved for the Company's named executive officers, for fiscal
year 2008 is as follows:
Total Fiscal 2008 Total Fiscal 2008
Compensation as Compensation
Named Executive Officer and Fiscal 2008 Reported in Proxy Including Fiscal 2008
Principal Position Bonus Statement Bonus
Stanley Dempsey $ 102,000 $ 773,443 $ 875,443
Executive Chairman
Tony Jensen $ 228,000 $ 1,029,574 $ 1,257,574
President and Chief Executive
Officer
Stefan Wenger $ 95,000 $ 551,145 $ 646,145
Chief Financial Officer and
Treasurer
Karen P. Gross $ 90,000 $ 559,056 $ 649,056
Vice President and Corporate
Secretary
William Heissenbuttel $ 105,000 $ 374,234 $ 479,234
Vice President of Corporate
Development
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