Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 16, 2016



(Exact name of registrant as specified in its charter)


Delaware   001-13357   84-0835164
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


1660 Wynkoop Street, Suite 1000, Denver, CO   80202-1132
(Address of principal executive offices)   (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):


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07Submission of Matters to a Vote of Security Holders.


The Annual Meeting of Stockholders of the Company was held in Denver, Colorado, on November 16, 2016. At that meeting, the stockholders of the Company considered and acted upon the following proposals:


Proposal No. 1: Election of Directors. By the vote reflected below, the stockholders elected the following individuals as Class II directors to serve until the 2019 Annual Meeting of Stockholders or until each such director’s successor is elected and qualified:



  For   Against   Abstain   Broker Non-Votes
William M. Hayes   45,297,010   714,167   33,886   10,907,062
Ronald J. Vance   45,036,501   974,768   33,794   10,907,062


Proposal 2: Ratification of Appointment of Independent Registered Accountants. By the vote reflected below, the stockholders ratified the appointment of Ernst & Young LLP as independent registered public accountants:


For   Against   Abstain
56,723,139   174,590   54,396


Proposal 3: Advisory Vote on Compensation of the Named Executive Officers. By the vote reflected below, the stockholders approved, by a nonbinding advisory vote, compensation paid to the Company’s named executive officers:


For   Against   Abstain   Broker Non-Votes
44,549,798   1,267,418   227,847   10,907,062


Proposal 4: Approval of Amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares. By the vote reflected below, the stockholders approved an amendment to the Company’s Restated Certificate of Incorporation:


For   Against   Abstain
47,636,430   8,662,361   653,334







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Royal Gold, Inc.  
Dated:  November 17, 2016 By:   /s/ Bruce C. Kirchhoff  
    Name:   Bruce C. Kirchhoff  
    Title: Vice President, General Counsel and Secretary