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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-16 · 36 added, 41 removed, 125 unchanged (38% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial and accounting officer), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2023, at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2022, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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Opinion on Internal Control Over Financial Reporting

We have audited Royal Gold, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission (2013 framework) (the COSO criteria).

We have audited Royal Gold, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Royal Gold, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for the year ended December 31, 2022, the six-month period ended December 31, 2021 and each of the two years in the period ended June 30, 2021, and the related notes, and our report dated February 16, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for the years ended December 31, 2023 and 2022, the six-month period ended December 31, 2021, and the year ended June 30, 2021, and the related notes, and our report dated February 15, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be included in our proxy statement for our 2023 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2022, and is incorporated by reference into this report.

Information about our executive officers is reported under the caption “Information about our Executive Officers” in Part I of this report.

The other information required by this item will be included in our proxy statement for our 2024 stockholders’ meeting to be filed with the SEC within 120 days after December 31, 2023, and is incorporated by reference into this report.

EXECUTIVE COMPENSATION

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Report of Independent Registered Public Accounting Firm

Bookmark not defined.

Consolidated Balance Sheets

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Notes to Consolidated Financial Statements

Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 3, 2018, and incorporated herein by reference)

Amended and Restated Bylaws dated as of August 23, 2022 (filed as Exhibit 3.1 to Royal Gold’s Current Report on Form 8-K on August 26, 2022, and incorporated herein by reference)

Amended and Restated Certificate of Designations of Series A Junior Participating Preferred Stock of Royal Gold, Inc.

(filed as Exhibit 3.1 to Royal Gold’s Current Report on Form 8-K on September 10, 2007, and incorporated herein by reference)

Certificate of Designations, Preferences and Rights of the Special Voting Preferred Stock of Royal Gold, Inc.

(filed as Exhibit 4.1 to Royal Gold’s Current Report on Form 8-K on February 23, 2010, and incorporated herein by reference)

Description of capital stock (filed as Exhibit 4.2 to Royal Gold’s Quarterly Report on Form 10-Q on November 7, 2019, and incorporated herein by reference)

2015 Omnibus Long-Term Incentive Plan, as amended (filed as Exhibit 4.2 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference)

Restated Certificate of Incorporation, as amended through May 26, 2023 (filed as Exhibit 3.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 2, 2023, and incorporated herein by reference)

Amended and Restated Bylaws, as of March 2, 2023 (filed as Exhibit 3.1(a) to Royal Gold’s Current Report on Form 8-K f iled on March 8, 2023, and incorporated herein by reference)

Description of capital stock

Revolving Facility Credit Agreement, dated June 2, 2017, among Royal Gold, Inc., RG Mexico, Inc., the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K f iled on June 6, 2017, and incorporated herein by reference)

Amendment and Consent to Revolving Facility Credit Agreement, dated May 15, 2018, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.38 to Royal Gold’s Annual Report on Form 10-K filed on August 9, 2018, and incorporated herein by reference)

Second Amendment to Revolving Facility Credit Agreement, dated June 3, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K f iled on June 6, 2019, and incorporated herein by reference)

Third Amendment to Revolving Facility Credit Agreement, dated September 20, 2019, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 7, 2019, and incorporated herein by reference)

Fourth Amendment to Revolving Facility Credit Agreement, dated July 7, 2021, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on July 12, 2021, and incorporated herein by reference)

Fifth Amendment to Revolving Facility Credit Agreement, dated June 28, 2023, among Royal Gold, Inc., certain subsidiaries of Royal Gold, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on June 30, 2023, and incorporated herein by reference)

Royal Gold Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 4.1 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference)

Form of Employment Agreement by and between Royal Gold, Inc.

and William Heissenbuttel, dated January 2, 2020 (filed as Exhibit 10.1 to Royal Gold’s Amendment No.

1 to Current Report on Form 8-K/A filed on January 3, 2020, and incorporated herein by reference)

Employment Agreement by and between Royal Gold Corporation and Mark Isto effective January 2, 2020 (filed as Exhibit 10.2 to Royal Gold’s Amendment No.

1 to Current Report on Form 8-K/A on January 3, 2020, and incorporated herein by reference)

and each of William Heissenbuttel, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K/A filed on January 3, 2020, and incorporated herein by reference)

Employment Agreement by and between Royal Gold Corporation and Mark Isto effective January 2, 2020 (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K/A f iled on January 3, 2020, and incorporated herein by reference)

Retirement Letter Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.1 Royal Gold’s Current Report on Form 8-K f iled on September 18, 2023, and incorporated herein by reference).

Consulting and Confidentiality Agreement, by and between Royal Gold Corporation and Mark Isto, effective as of September 14, 2023 (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K f iled on September 18, 2023, and incorporated herein by reference).

Employment Contract effective January 1, 2019, by and between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on January 7, 2019, and incorporated herein by reference) .

Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Form 8-K filed on March 8, 2021, and incorporated herein by reference)

Form of Employment Agreement by and between Royal Gold, Inc.

and each of Paul Libner, Randy Shefman and Laura Gill (filed as Exhibit 10.1 to Royal Gold’s Amendment No.

1 to Current Report on Form 8-K/A on January 3, 2020, and incorporated herein by reference)

Addendum to the Employment Contract, dated March 4, 2021, between RGLD Gold AG and Daniel Breeze (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on March 8, 2021, and incorporated herein by reference)

Form of Amendment to Employment Agreement by and between Royal Gold, Inc.

and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Randy Shefman and Laura Gill (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on April 11, 2022, and incorporated herein by reference)

and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K f iled on April 11, 2022, and incorporated herein by reference)

Form of [First][Second] Amendment to Employment Agreement by and between Royal Gold, Inc.

and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Randy Shefman and Laura Gill (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on May 25, 2022, and incorporated herein by reference)

and each of William Heissenbuttel, Mark Isto, Dan Breeze, Paul Libner, Martin Raffield and Randy Shefman (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K f iled on May 25, 2022, and incorporated herein by reference)

Form of Amended and Restated Indemnification Agreement entered into between Royal Gold, Inc.

or certain subsidiaries and the directors and executive officers of Royal Gold, Inc.

or its wholly owned subsidiaries (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on February 16, 2023, and incorporated herein by reference)

or its wholly owned subsidiaries (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K f iled on February 16, 2023, and incorporated herein by reference)

2015 Omnibus Long-Term Incentive Plan, as amended (filed as Exhibit 4.2 to Royal Gold’s Registration Statement on Form S-8 filed on July 20, 2017, and incorporated herein by reference)

Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.3 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference)

Form of Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K fi led on March 8, 2023, and incorporated herein by reference)

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference)

Form of Director Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.5 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Director Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.6 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.3 to Royal Gold’s Current Report on Form 8-K f iled on March 8, 2023, and incorporated herein by reference)

Form of Director Restricted Stock Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Current Report on Form 8-K f iled on March 8, 2023, and incorporated herein by reference)

Form of Director Restricted Stock Unit Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.4 to Royal Gold’s Current Report on Form 8-K f iled on March 8, 2023, and incorporated herein by reference)

Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.7 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants after August 1, 2021 (filed as Exhibit 10.3 to Royal Gold’s Quarterly Report on Form 10-Q filed on May 5, 2022, and incorporated herein by reference)

Form of Performance Share Award Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan for grants on or after March 2, 2023 (filed as Exhibit 10.5 to Royal Gold’s Current Report on Form 8-K f iled on March 8, 2023, and incorporated herein by reference)

Form of Incentive Stock Option Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Form of Stock Appreciation Rights Agreement under Royal Gold’s 2015 Omnibus Long-Term Incentive Plan (filed as Exhibit 10.2 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 1, 2018, and incorporated herein by reference)

Revolving Facility Credit Agreement, dated June 2, 2017, among Royal Gold, Inc., RG Mexico, Inc., the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on June 6, 2017, and incorporated herein by reference)

Revolving Facility Credit Agreement Amendment, dated May 15, 2018, among Royal Gold, Inc., RG Royalties, LLC (f/k/a RG Mexico, Inc.), Royal Gold International Holdings, Inc., the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.38 to Royal Gold’s Annual Report on Form 10-K filed on August 9, 2018, and incorporated herein by reference)

Second Amendment to Revolving Facility Credit Agreement dated June 3, 2019, among Royal Gold, Inc., RG Royalties, LLC (f/k/a RG Mexico, Inc.), Royal Gold International Holdings, Inc.

RGLD UK Holdings Limited, the lenders from time to time party thereto, and the Bank of Nova Scotia, as administrative agent for the lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on June 6, 2019, and incorporated herein by reference)

Amendment No.

3 to Revolving Facility Credit Agreement dated as of September 20, 2019, and entered into by and among Royal Gold, Inc., RGLD Gold AG, RG Royalties, LLC, Royal Gold International Holdings, Inc., the banks and financial institutions identified therein as a “Lender,” and The Bank of Nova Scotia as Administrative Agent for the Lenders (filed as Exhibit 10.1 to Royal Gold’s Quarterly Report on Form 10-Q filed on November 7, 2019, and incorporated herein by reference)

Amendment No.

4 to Revolving Facility Credit Agreement dated as of July 7, 2021, and entered into by and among Royal Gold, Inc., RGLD Gold AG, RG Royalties, LLC, Royal Gold International Holdings, Inc., the banks and financial institutions identified therein as a “Lender,” and The Bank of Nova Scotia as Administrative Agent for the Lenders (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K filed on July 12, 2021, and incorporated herein by reference)

Royalty Sale and Purchase Agreement dated August 1, 2022, between Royal Gold, Inc.

and its wholly owned subsidiary RG Royalties, LLC, as purchaser parties, and Kennecott Royalty Company, as seller (filed as Exhibit 10.1 to Royal Gold’s Current Report on Form 8-K on August 2, 2022, and incorporated herein by reference)

Royal Gold and Its Subsidiaries

Consent of Independent Registered Public Accounting Firm

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive Compensation Recoupment Policy

The following financial statements from Royal Gold, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:

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Filed or furnished herewith.

Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.

The Company agrees to furnish

Supplementally an unredacted copy of this Exhibit to the SEC upon request.

Identifies a management contract or compensation plan or arrangement.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures