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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Filed by a Party other than the Registrant o
Check the appropriate box:
| þ | Preliminary Proxy Statement | |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to §240.14a-12 |
ROYAL GOLD, INC.
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: | ||
| (2) | Aggregate number of securities to which transaction applies: | ||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
| (4) | Proposed maximum aggregate value of transaction: | ||
| (5) | Total fee paid: | ||
| o | Fee paid previously with preliminary materials. | |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: | ||
| (2) | Form, Schedule or Registration Statement No.: | ||
| (3) | Filing Party: | ||
| (4) | Date Filed: | ||
Table of Contents
ROYAL GOLD,
INC.
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202
303/573-1660
303/595-9385 (Fax)
info@royalgold.com (E-mail)
www.royalgold.com (Web site)
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202
303/573-1660
303/595-9385 (Fax)
info@royalgold.com (E-mail)
www.royalgold.com (Web site)
NOTICE OF 2007
ANNUAL MEETING OF STOCKHOLDERS
To Be Held
November 7, 2007
* * * *
To the Stockholders of ROYAL GOLD, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Stockholders of Royal Gold, Inc. will be held at 9:30 a.m.,
on Wednesday, November 7, 2007, at the Oxford Hotel, Sage
Room, 1600 Seventeenth Street, Denver, Colorado, USA, to:
| 1. | Elect three Class II Directors to serve until the 2010 Annual Meeting of Stockholders or until each such director’s successor is elected and qualified; | |
| 2. | Adopt an amendment to the Company’s Certificate of Incorporation increasing the authorized shares of Common Stock from 40,000,000 to 100,000,000. | |
| 3. | Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accountants of the Company for the fiscal year ending June 30, 2008; and | |
| 4. | Transact any other business that may properly come before the meeting and any postponements or adjournments thereof. |
All stockholders are cordially invited to attend the meeting;
however, only stockholders of record as of the close of business
on September 26, 2007, are entitled to vote at the meeting
and any postponements or adjournments thereof. It is important
that your shares are represented and voted at the Annual
Meeting. For that reason, whether or not you expect to attend in
person, please mark, sign and date the enclosed proxy and return
it promptly in the enclosed envelope. You can also vote over the
telephone or the Internet as described on the enclosed voting
instruction form. If you do attend the Annual Meeting, you may
withdraw your proxy should you wish to vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
Karen P. Gross
Vice President & Corporate Secretary
Vice President & Corporate Secretary
October , 2007
TABLE OF CONTENTS
Table of Contents
ROYAL GOLD,
INC.
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202
303/573-1660
303/595-9385 (Fax)
info@royalgold.com (E-mail)
www.royalgold.com (Web site)
1660 Wynkoop Street, Suite 1000
Denver, Colorado 80202
303/573-1660
303/595-9385 (Fax)
info@royalgold.com (E-mail)
www.royalgold.com (Web site)
PROXY
STATEMENT
2007 ANNUAL
MEETING OF STOCKHOLDERS
General
Information
This Proxy Statement is furnished to holders of Royal Gold, Inc.
(the “Company”) common stock, in connection with the
solicitation of proxies on behalf of the Board of Directors of
the Company, to be voted at the Annual Meeting of Stockholders
of the Company (the “Annual Meeting”) to be held on
Wednesday, November 7, 2007, at 9:30 a.m. This
Proxy Statement and the proxy card were first mailed to
stockholders on or about October , 2007.
Stockholders
Entitled to Vote
All voting rights are vested exclusively in the holders of the
Company’s common stock. Only stockholders of record of the
common stock, par value $0.01 (“common stock”), of the
Company at the close of business on September 26, 2007 (the
“record date”), are entitled to vote at the Annual
Meeting and at any and all postponements and adjournments
thereof. As of the record date, there were
28,972,523 shares of common stock outstanding and entitled
to vote. Each share of common stock entitles the stockholder to
one vote on all matters that may come before the Annual Meeting.
Voting Your
Shares
Each share of common stock that you own entitles you to one
vote. Your proxy card shows the number of shares of common stock
that you own.
You may vote your shares by signing and returning the enclosed
proxy. If you vote by proxy, the “proxy holders” (each
or any of the individuals named on the proxy) will vote your
shares as you instruct on the proxy. If you sign and return the
proxy, but do not give instructions on how to vote your shares,
your shares will be voted (1) “FOR” the election
of directors as described herein under
“Proposal 1 — Election of Directors,”
(2) “FOR” the adoption of an amendment to the
Company’s Certificate of Incorporation increasing the
authorized shares of Common Stock from 40,000,000 to 100,000,000
as described herein under “Proposal 2 —
Adoption of an Amendment to the Company’s Certificate of
Incorporation Increasing the Authorized Shares of Common
Stock” and (3) “FOR” ratification of the
appointment of the Company’s independent registered public
accountants described herein under
“Proposal 3 — Ratification of Appointment of
Independent Registered Public Accountants.”
You may vote by telephone or by the Internet by following the
telephone or Internet voting instructions that are included with
your proxy card. If you vote by telephone or the Internet, you
do not need to return your proxy card.
You may attend the Annual Meeting and vote in person. You
will be given a ballot when you arrive. However, if your stock
is held in the name of your broker, bank or another nominee, you
must get a signed proxy from the broker, bank or other nominee
giving you the right to vote your shares. This will be the only
way we can be sure that the broker, bank or other nominee has
not already voted your shares on your behalf.
1
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Revocation of
Proxy or Voting Instruction Form
You may revoke your proxy at any time before the proxy is voted
at the Annual Meeting. This can be done by either submitting
another properly completed proxy card with a later date, sending
a written notice of revocation to the Corporate Secretary of the
Company with a later date or by attending the Annual Meeting and
voting in person. You should be aware that simply attending the
Annual Meeting will not automatically revoke your previously
submitted proxy; rather you must notify a Company representative
at the Annual Meeting of your desire to revoke your proxy and
vote in person. Written notice revoking a proxy should be sent
to the Corporate Secretary, Royal Gold, Inc., 1660 Wynkoop
Street, Suite 1000, Denver, Colorado 80202.
Quorum and Votes
Required to Approve Proposals
A majority of the outstanding shares of the Company’s
common stock entitled to vote, represented in person or by
proxy, will constitute a quorum at a meeting of the
stockholders. Abstentions and “broker non-votes” will
be counted as being present in person for purposes of
determining whether there is a quorum.
With respect to Proposal 1, the election of a director will
require an affirmative vote of the majority of the votes cast
with respect to that director at a meeting at which quorum is
present. With respect to Proposals 2 and 3, the affirmative
vote of a majority of the shares that are represented and
entitled to vote at a meeting at which a quorum is present shall
be the act of the stockholders. For Proposal 1, a
“WITHHELD” vote will have the effect of an
“AGAINST” vote with respect to the director for whom
the vote is “WITHHELD.” Abstentions will have the same
effect as a vote “AGAINST” Proposals 2 and 3. If
a stockholder does not give a proxy to his or her broker with
instructions as to how to vote the shares, the broker has
authority under New York Stock Exchange rules to vote those
shares for or against “routine” matters, such as the
increase in the Company’s authorized shares of common stock
and the ratification of PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm. If
a broker votes shares that are unvoted by its customers for or
against a “routine” proposal, these shares will be
counted for the purpose of determining the outcome of such
“routine” proposals. If a broker chooses to leave
these shares unvoted, the shares will have no effect on
Proposal 1 and the same effect as a vote
“AGAINST” Proposals 2 and 3.
In the election of directors, each stockholder eligible to vote
may vote the number of shares of common stock held, for each
director to be elected, but cumulative voting is not permitted.
Under Delaware law, holders of common stock are not entitled to
appraisal or dissenters’ rights with respect to the matters
to be considered at the Annual Meeting.
Tabulation of
Votes
Votes at the Annual Meeting will be tabulated and certified by
Computershare Trust Company, N.A.
(“Computershare”), the Company’s transfer agent.
Solicitation
Costs
The enclosed proxy card and voting instruction form is being
solicited on behalf of the Board of Directors of the Company. In
addition to solicitation of proxies by mail, the Company’s
directors, officers or employees, without additional
compensation, may make solicitations by telephone, facsimile, or
personal interview. The Company has retained Georgeson Inc to
aid in the solicitation of brokers, banks, intermediaries and
other institutional holders in the United States and Canada for
a fee of $9,000, plus reimbursement for out-of-pocket expenses.
All costs of the solicitation of proxies will be borne by the
Company. The Company will also reimburse the banks and brokers
for their reasonable out-of-pocket expenses in forwarding proxy
materials to beneficial owners of shares of common stock.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
OWNERS AND MANAGEMENT
The following table shows the beneficial ownership, as of
September 30, 2007, of the Company’s common stock by
each director, the Company’s principal executive officer,
principal financial officer and three most highly compensated
executive officers (each a “named executive officer”),
persons known to the Company to be the beneficial owner of more
than 5% of the issued and outstanding shares of common stock,
and by all of the Company’s directors and executive
officers as a group.
|
Name
and Address |
Number
of Shares of |
Percent |
||||||
|
of Beneficial |
Common Stock |
of |
||||||
| Owner | Beneficially Owned | Class | ||||||
|
Stanley
Dempsey(1)
|
712,057 | 2.4 | % | |||||
| Executive Chairman | ||||||||
| 1660 Wynkoop Street | ||||||||
| Suite 1000 | ||||||||
| Denver, Colorado 80202 | ||||||||
|
Tony
Jensen(2)
|
134,600 | * | ||||||
|
President, Chief Executive Officer and Director 1660 Wynkoop Street Suite 1000 Denver, CO 80202 |
||||||||
|
John W.
Goth(3)
|
69,250 | * | ||||||
|
Director 14142 Denver West Parkway Suite 250 Golden, CO 80401 |
||||||||
|
M. Craig
Haase(4)
|
250 | * | ||||||
|
Director 1622 Eagle Hill Road Gunnison, Colorado 81230 |
||||||||
|
S. Oden Howell,
Jr.(5)
|
546,230 | 1.9 | % | |||||
|
Director P.O. Box 36097 Louisville, KY 40233 |
||||||||
|
Merritt E.
Marcus(6)
|
382,493 | 1.3 | % | |||||
|
Director 1412 Mockingbird Valley Green Louisville, KY 40207 |
||||||||
|
James W.
Stuckert(7)
|
1,803,885 | 6.2 | ||||||
|
Director P.O. Box 32760 Louisville, KY 40232 |
||||||||
|
Donald
Worth(8)
|
30,250 | * | ||||||
|
Director 2679 Bayview Avenue Willowdale, Ontario M2L 1C1 Canada |
||||||||
|
Karen P.
Gross(9)
|
231,604 | * | ||||||
|
Vice President and Corporate Secretary 1660 Wynkoop Street Suite 1000 Denver, CO 80202 |
||||||||
|
William
Heissenbuttel(10)
|
8,123 | * | ||||||
|
Vice President of Corporate Development 1660 Wynkoop Street Suite 1000 Denver, CO 80202 |
||||||||
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|
Name
and Address |
Number
of Shares of |
Percent |
||||||
|
of Beneficial |
Common Stock |
of |
||||||
| Owner | Beneficially Owned | Class | ||||||
|
Stefan L.
Wenger(11)
|
62,038 | * | ||||||
|
Chief Financial Officer and Treasurer 1660 Wynkoop Street Suite 1000 Denver, CO 80202 |
||||||||
|
All Directors and Executive Officers as a Group (12 persons) |
3,990,780 | 13.77 | % | |||||
|
FMR
Corp.(12)
|
1,908,149 | 6.7 | % | |||||
|
82 Devonshire Street Boston, MA 02109 |
||||||||
| * | Less than 1% ownership of the Company’s common stock. | |
| (1) | Includes options to purchase 117,500 shares of common stock that were exercisable as of September 30, 2007, or which become exercisable within 60 days from such date and 127,268 shares beneficially owned by certain members of Mr. Dempsey’s immediate family. Mr. Dempsey disclaims beneficial ownership of these 127,268 shares of common stock. | |
| (2) | Includes 47,500 shares of restricted stock under the Company’s Omnibus Long-Term Incentive Plan and options to purchase 50,000 shares of common stock that were exercisable as of September 30, 2007, or which become exercisable within 60 days from such date. | |
| (3) | Includes 625 shares of restricted stock under the Company’s Omnibus Long-Term Incentive Plan and options to purchase 42,500 shares of common stock that were exercisable as of September 30, 2007, or which become exercisable within 60 days from such date. | |
| (4) | Mr. Haase became a member of the Board of Directors effective July 25, 2007. | |
| (5) | Includes 625 shares of restricted stock under the Company’s Omnibus Long-Term Incentive Plan and options to purchase 37,500 shares of common stock that were exercisable as of September 30, 2007, or which become exercisable within 60 days from such date. | |
| (6) | Includes 625 shares of restricted stock under the Company’s Omnibus Long-Term Incentive Plan and options to purchase 37,500 shares of common stock that were exercisable as of September 30, 2007, or which become exercisable within 60 days from such date. | |
| (7) | Includes 625 shares of restricted stock under the Company’s Omnibus Long-Term Incentive Plan and options to purchase 37,500 shares of common stock that were exercisable as of September 30, 2007, or which become exercisable within 60 days from such date. | |
| (8) | Includes 625 shares of restricted stock under the Company’s Omnibus Long-Term Incentive Plan and options to purchase 17,500 shares of common stock that were exercisable as of September 30, 2007, or which become exercisable within 60 days from such date. | |
| (9) | Includes 17,500 shares of restricted stock under the Company’s Omnibus Long-Term Incentive Plan and options to purchase 125,500 shares of common stock that were exercisable as of September 30, 2007, or which become exercisable within 60 days from such date. | |
| (10) | Includes 5,000 shares of restricted stock under the Company’s Omnibus Long-Term Incentive Plan and options to purchase 833 shares of common stock that were exercisable as of September 30, 2007, or which become exercisable within 60 days from such date. | |
| (11) | Includes 26,250 shares of restricted stock under the Company’s Omnibus Long-Term Incentive Plan and options to purchase 24,613 shares of common stock that were exercisable as of September 30, 2007, or which become exercisable within 60 days from such date. | |
| (12) | As reported by FMR Corp. on Schedule 13G filed with the SEC on February 14, 2007, for the period ended December 31, 2006. |
4
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PROPOSAL 1.
ELECTION OF
CLASS II DIRECTORS
The Company’s Board of Directors consists of three classes
of directors, with each class of directors serving for a
three-year term ending in a successive year. The Company’s
current Class I Directors are Messrs. Dempsey, Jensen
and Goth; the Class II Directors are Messrs. Stuckert
and Marcus; and the Class III Directors are
Messrs. Haase, Howell and Worth. Edwin W. Peiker, Jr.
served as a Class III director during the fiscal year ended
June 30, 2007, until his retirement from the Board of
Directors effective July 25, 2007.
If the enclosed proxy is properly signed and received in time
for the Annual Meeting, and if the proxy does not indicate
otherwise, the represented shares will be voted FOR James
W. Stuckert and Merritt Marcus as Class II Directors of the
Company. If any of the nominees for election as a Class II
Director should refuse or be unable to serve (an event that is
not anticipated), the proxy will be voted for a substitute
nominee who is designated by the Board of Directors. Each
Class II Director elected shall serve until the 2010 Annual
Meeting, or until his successor is elected and qualified.
The Company’s Amended and Restated Bylaws
(“bylaws”) require that each director be elected by
the majority of votes cast at a meeting at which a quorum is
present with respect to such director in uncontested elections
(the number of shares voted “for” a director nominee
must exceed 50% of the votes cast with respect to that
director). In a contested election (a situation in which the
number of nominees exceeds the number of directors to be
elected), the standard for election of directors would be a
plurality of the shares represented in person or by proxy at any
such meeting and entitled to vote on the election of directors.
This year’s election was determined to be an uncontested
election, and the majority vote standard will apply. If a
nominee who is serving as a director is not elected at the
annual meeting, Delaware law provides that the director would
continue to serve on the Board as a “holdover
director.” Under the Company’s bylaws, each director
nominee who is serving as a director that is not elected shall
offer to tender his or her resignation to the Board of
Directors. In that situation, the Compensation, Nominating and
Governance Committee would make a recommendation to the Board of
Directors on whether to accept or reject the resignation to the
Board, or whether to take other action. The Board of Directors
will act on the Compensation, Nominating and Governance
Committee’s recommendation and publicly disclose its
decision and the rationale behind it within 90 days from
the date of the certification of the election results. The
director who tenders his or her resignation will not participate
in the Board of Directors’ decision. If a nominee who was
not already serving as a director fails to receive a majority of
votes cast at the annual meeting, Delaware law provides that the
nominee does not serve on the Board as a “holdover
director.” All of the Class II director nominees are
currently serving on the Board of Directors.
Information concerning the nominees for election as directors is
set forth below under “Directors and Officers.”
Vote Required for Approval. Each director must
receive a majority of votes cast with respect to that director
at a meeting at which a quorum is present in order to be elected
(the number of shares voted “for” a director nominee
must exceed 50% of the votes cast with respect to that director).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR”
EACH OF THE DIRECTOR NOMINEES.
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Table of Contents
DIRECTORS AND
OFFICERS
The following is information regarding the directors and
executive officers of the Company related to their names,
position with the Company, periods of service and experience.
The persons who are nominated for election as directors at the
Annual Meeting are indicated with an asterisk.
|
Continuously |
Class of |
|||||||
|
Principal Occupation
During Last |
a Director |
Director/Term |
||||||
| Name |
Age
|
5 Years and Position with Company |
Since
|
Expires
|
||||
|
Stanley Dempsey
|
68 | Director. Executive Chairman of the Board of Directors since July 2006. Chairman and Chief Executive Officer of the Company from August 1988 until June 2006. President of the Company from May 2002 until August 2003. President and Chief Operating Officer of the Company from July 1987 to July 1988. From 1983 through June 1986, Mr. Dempsey was a partner in the law firm of Arnold & Porter. During the same period, he was a principal in Denver Mining Finance Company, a firm that provides financial, management, and advisory services to the mining industry. From 1970 through 1983, Mr. Dempsey was employed by AMAX, Inc., a major international mining firm, serving in various managerial and executive capacities. Mr. Dempsey is a member of the board of directors of Taranis Resources. He is a director of the World Gold Council, and is also involved in various mining-related associations. |
August 1983 |
I/2009 | ||||
|
Tony Jensen
|
45 | Director. President and Chief Executive Officer of the Company since July 2006. President and Chief Operating Officer of the Company from August 2003 until June 2006. Mr. Jensen has over twenty years of mining industry experience, eighteen with Placer Dome Inc. His corporate and operations experience were developed both in the United States and Chile where he occupied several senior management positions in mine production, corporate development and finance. Before joining the Company, he was the Mine General Manager of the Cortez Joint Venture from August 1999 to June 2003, a mining joint venture between Barrick (formerly Placer Dome Inc.) and Kennecott Explorations (Australia) Ltd., a subsidiary of Rio Tinto. Mr. Jensen is a director of the Industrial Advisory Board of the South Dakota School of Mines and Technology, and is a member of the board of directors of the National Mining Association, the Nevada Mining Association, and the Colorado Mining Association. |
August 2004 |
I/2009 | ||||
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|
Continuously |
Class of |
|||||||
|
Principal Occupation
During Last |
a Director |
Director/Term |
||||||
| Name |
Age
|
5 Years and Position with Company |
Since
|
Expires
|
||||
|
John W. Goth
|
80 | Director. Mr. Goth has been a consultant to the mining industry since 1985. Mr. Goth held several senior positions at AMAX, Inc., a major international mining firm, from April 1, 1954 to November 1, 1985. Mr. Goth has been director of Behre Dolbear since 1998. He is past chairman of the Mineral Information Institute and the Mining and Metallurgical Society of America, a past non-executive director and a director of the Denver Gold Group, a mining-related association. He is a former director of U.S. Gold, Magma Copper Corporation, U.S. Zeolites, and Dome Mines Corporation. |
August 1988 |
I/2009 | ||||
|
M. Craig Haase
|
64 | Director. Retired mining executive. Mr. Haase served as Director, Executive Vice President and Chief Legal Officer of Franco-Nevada Mining Corporation, a publicly-traded precious metals royalty company for more than 15 years prior to its acquisition by Newmont Mining Corporation in 2002. He served as a director of Newmont from March 2002 until he retired in May 2003. He served in a similar capacity at Euro-Nevada Mining Corporation from 1987 to 1999 when Euro-Nevada merged with Franco-Nevada. Mr. Haase was also Chairman and CEO for Gold Marketing Corporation of America, Inc., a physical gold export company, from 1994 to 2002. He received his J.D. degree from the University of Illinois and was engaged in private practice from 1971 to 1990. |
July 2007 |
III/2008 | ||||
|
S. Oden Howell, Jr.
|
67 | Director. President of Howell & Howell Contractors, Inc., a renovation contractor, and industrial and commercial painting contractor, since 1988. Owner of Kessinger Service Industries, LLC, an industrial coatings contractor firm. Secretary/Treasurer of LCM Constructors, Inc., a general construction company located in Charleston, S.C. and Secretary/ Treasurer of SemperFi Constructors, LLC, a service-disabled, veteran-owned small business located in Charleston, S.C. From 1972 until 1988, Mr. Howell was Secretary/Treasurer of Howell & Howell, Inc., an industrial and commercial painting contractor firm. |
December 1993 |
III/2008 | ||||
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|
Continuously |
Class of |
|||||||
|
Principal Occupation
During Last |
a Director |
Director/Term |
||||||
| Name |
Age
|
5 Years and Position with Company |
Since
|
Expires
|
||||
|
*Merritt E. Marcus
|
73 | Director. Former President and Chief Executive Officer of Marcus Paint Company, a manufacturer of industrial liquid coatings, and Performance Powders, LLC, a manufacturer of industrial powder coatings, from 1983 until 2004. Mr. Marcus has served several terms as a director of the National Paint and Coatings Association. |
December 1992 |
II/2007 | ||||
|
*James W. Stuckert
|
69 | Director. Senior Executive of Hilliard, Lyons, Inc., a full service financial asset management firm since 2004. Mr. Stuckert joined Hilliard, Lyons in 1962 and served in several capacities including Chief Executive Officer prior to being named Chairman in December 1995. He served as Chairman from December 1995 to December 2003. |
September 1989 |
II/2007 | ||||
|
Donald Worth
|
75 | Director. Mr. Worth is a director of Sentry Select Capital Corporation, Cornerstone Capital Resources, Inc., and Tiomin Resources Inc. He is also a trustee of Labrador Iron Ore Royalty Income Fund. Mr. Worth has been involved in the mining industry since 1949. He formerly was a mining specialist and a vice president of Canadian Imperial Bank of Commerce (Canada) from July 1984 to August 1997, when he retired. He is involved with several professional associations both in Canada and the United States. |
April 1999 |
III/2008 | ||||
|
Karen Gross
|
53 | Vice President of the Company since June 1994 and Corporate Secretary since 1989. From 1987 until 1989, Ms. Gross was the Assistant Secretary to the Company. Ms. Gross is in charge of investor relations, public relations and ensuring the Company’s compliance with various corporate governance standards. Ms. Gross is involved with the National Investor Relations Institute and the Society of Corporate Secretaries and Governance Professionals. | ||||||
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Table of Contents
|
Continuously |
Class of |
|||||||
|
Principal Occupation
During Last |
a Director |
Director/Term |
||||||
| Name |
Age
|
5 Years and Position with Company |
Since
|
Expires
|
||||
|
William Heissenbuttel
|
42 | Vice President of Corporate Development since February 15, 2007. Manager of Corporate Development from April 10, 2006 through January 2007. Mr. Heissenbuttel brings more than 19 years of corporate finance experience with 12 of those years in project and corporate finance in the metals and mining industry. Mr. Heissenbuttel served as Senior Vice President from February 2000 to April 2006 and Vice President from 1999 to 2000 at N M Rothschild & Sons (Denver) Inc. From 1994 to 1999 he served as Vice President and Group Vice President at ABN AMRO Bank N.V. From 1987 to 1994 he was a Senior Credit Analyst and an Associate at Chemical Bank Manufacturers Hanover. Mr. Heissenbuttel holds a Master of Business Administration degree with a specialization in finance from the University of Chicago. | ||||||
|
Bruce C. Kirchhoff
|
48 | Vice President and General Counsel since February 2007. Mr. Kirchhoff has over twenty years experience representing hardrock and industrial minerals mining companies, as well as mineral exploration and development clients. From January 2004 through January 2007, Mr. Kirchhoff was a partner with the law firm Carver Kirchhoff Schwarz McNab & Bailey, LLC. From January 2003 to December 2003, Mr. Kirchhoff was a partner with the law firm Carver & Kirchhoff, LLC, and from April 1996 through December 2002, Mr. Kirchhoff was a partner in the law firm Alfers & Carver, LLC. Prior to private practice, Mr. Kirchhoff was a senior attorney with Cyprus Amax Minerals Company from June 1986 through March 1996. Mr. Kirchhoff holds a J.D. from the University of Denver, a Masters of Science in Mineral Economics from Colorado School of Mines, and a B.A. from Colorado College. | ||||||
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Table of Contents
|
Continuously |
Class of |
|||||||
|
Principal Occupation
During Last |
a Director |
Director/Term |
||||||
| Name |
Age
|
5 Years and Position with Company |
Since
|
Expires
|
||||
|
Stefan Wenger
|
34 | Chief Financial Officer since July 2006 and Treasurer since August 2007. Treasurer and Chief Accounting Officer of the Company from April 2003 until June 2006. From June 2002 until March 2003, he was a manager with PricewaterhouseCoopers LLP. From September 2000 until June 2002, he was a manager with Arthur Andersen LLP. Mr. Wenger has over twelve years of experience in the mining and natural resources industry working in various financial roles. Mr. Wenger is a certified public accountant. He is a member of the Colorado Society of Certified Public Accountants, and the American Institute of Certified Public Accountants. |
MEETINGS AND
COMMITTEES OF THE BOARD
During the fiscal year ended June 30, 2007 (“fiscal
year 2007”), the Board of Directors held four regular
meetings, each of which included executive sessions of the
independent directors, and seven special meetings. Each director
attended, in person or by telephone, at least 75% of the
aggregate number of meetings of the Board of Directors and of
the Committee(s) of the Board of Directors on which he served.
It is the Company’s policy that each director attends each
Annual Meeting of Stockholders. All directors attended last
year’s Annual Meeting of Stockholders.
Independence of
Directors
The independent members of the Board of Directors has determined
that each director, except for Messrs. Dempsey and Jensen
who are officers of the Company, is “independent”
under the NASDAQ listing standards. The Board of Directors
considered Mr. Peiker, who served as a director during
fiscal year 2007 until his retirement from the Board of
Directors effective July 25, 2007, and who was an executive
officer of the Company from April 1988 to February 1992,
“independent” because he had not been involved with
the day to day management of the Company since he ceased being
an executive officer of the Company in February 1992. The Board
of Directors has determined that the directors designated as
“independent” have no relationship with the Company
that may interfere with the exercise of their independent
judgment.
Lead
Director
The Board of Directors has elected a lead, independent director
who presides over executive sessions of the independent
directors scheduled at each regular meeting of the Board of
Directors. This lead director position is a rotating position on
a yearly basis. The lead director chairs the executive sessions
of the independent directors and serves as liaison between the
Executive Chairman and the President and Chief Executive
Officer, and the other independent directors. Mr. Merritt
Marcus currently serves as lead director.
Audit
Committee
The Board of Directors has a standing Audit Committee. The Audit
Committee consists of James W. Stuckert, John W. Goth, and
Donald Worth. All members of the Audit Committee are independent
under the NASDAQ listing standards and Section 10A(m)(3) of
the Securities Exchange Act of 1934, as amended. The Audit
Committee held five meetings during the fiscal year. The Board
of Directors recently reviewed and amended the Charter for the
Audit Committee. The Charter is available through the
Company’s web site at www.royalgold.com.
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The Audit Committee assists the Board of Directors in its
oversight of the integrity of the Company’s financial
statements and compliance with legal and regulatory requirements
and corporate policies and controls. The Audit Committee has the
sole authority to retain and terminate the Company’s
independent registered public accountants, review reports of the
independent registered public accountants, and approve all
auditing services and related fees and the terms of any
agreements and to pre-approve any non-audit services to be
rendered by the Company’s independent registered public
accountants. The Audit Committee monitors the effectiveness of
the audit process and the Company’s financial reporting,
reviews the adequacy of financial and operating controls and
evaluates the effectiveness of the Committee. The Audit
Committee is responsible for confirming the independence and
objectivity of the independent registered public accountants.
The Audit Committee reviews and approves all transactions
between the Company and parties related to the Company. The
Audit Committee is also responsible for preparation of the
annual report of the Audit Committee for public disclosure in
the Company’s Proxy Statement. The Board of Directors has
determined that James Stuckert is an “audit committee
financial expert” as that term is defined in
Item 401(h) of
Regulation S-K.
As an “audit committee financial expert,”
Mr. Stuckert satisfies the NASDAQ financial literacy and
sophistication requirements.
Compensation,
Nominating and Corporate Governance Committee
The Board of Directors has a standing Compensation, Nominating
and Corporate Governance Committee. The Compensation, Nominating
and Corporate Governance Committee consisted of John W. Goth,
James W. Stuckert and Edwin W. Peiker, Jr. Mr. Peiker
retired from the Board of Directors effective July 25,
2007, simultaneously resigning his position on the Compensation,
Nominating and Corporate Governance Committee. On
August 23, 2007, Mr. S. Oden Howell was elected by the
Board of Directors to serve on the Compensation, Nominating and
Corporate Governance Committee. All members of the Compensation,
Nominating and Corporate Governance Committee are considered
independent directors under the NASDAQ listing standards. The
Committee held six meetings during the fiscal year. The Board of
Directors recently reviewed and amended the Charter for the
Compensation, Nominating and Corporate Governance Committee. The
Charter is available through the Company’s web site at
www.royalgold.com. The Compensation, Nominating and Corporate
Governance Committee oversees the Company’s compensation
policies, plans and programs and reviews and determines the
compensation to be paid to executive officers and directors. The
Compensation, Nominating and Corporate Governance Committee also
administers and implements the Company’s incentive
compensation plans and equity-based plans.
The Compensation, Nominating and Corporate Governance Committee
may form subcommittees and delegate to its subcommittees such
power and authority as it deems necessary or advisable. The
Compensation, Nominating and Corporate Governance Committee has
no current intention to delegate any of its authority with
respect to determining executive officer compensation to any
subcommittee. The Compensation, Nominating and Corporate
Governance Committee does not delegate its responsibilities with
respect to executive compensation to any executive officers of
the Company.
Pursuant to its charter, the Compensation, Nominating and
Corporate Governance Committee is authorized to retain such
outside counsel and other advisors as it may deem appropriate in
its sole discretion. For fiscal year 2007, the Compensation,
Nominating and Corporate Governance Committee retained the firm
of Frederic W. Cook & Co., Inc. as independent
compensation consultants to assist it in determining the
compensation levels for the Company’s executive officers
and directors. The compensation consultants advised the
Committee with respect to trends in executive compensation,
assessment of competitive pay levels and mix (e.g.,
proportion of fixed pay to incentive pay, proportion of annual
cash pay to long-term incentive pay), and setting compensation
levels for executive officers. The compensation consultants also
reviewed and identified the Company’s appropriate peer
group companies for fiscal year 2007 (as identified below under
“Executive Officer Compensation and Other Matters”),
and helped design the director compensation program in fiscal
year 2007.
In addition to compensation matters, the Compensation,
Nominating and Corporate Governance Committee also identifies or
reviews individuals proposed to become members of the Board of
Directors and recommends director nominees. In selecting
director nominees, the Committee assesses the nominee’s
independence, as well as considers his or her experience, areas
of expertise, including experience in the mining industry,
diversity, perspective, broad business judgment and leadership,
all in the context of an
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assessment of the perceived needs of the Board of Directors at
that time. Further, the Committee will consider director
candidates recommended by stockholders using the same criteria
outlined above, provided such written recommendations are
submitted to the Secretary of the Company in accordance with the
advance notice and other provisions of the Company’s bylaws.
The Compensation, Nominating and Corporate Governance Committee
also advises the Board of Directors on various corporate
governance principles. The Compensation, Nominating and
Corporate Governance Committee reviews the content and
compliance with the Company’s Board of Directors’
Governance Guidelines annually.
All recommendations from the Compensation, Nominating and
Corporate Governance Committee are submitted to the Board of
Directors for approval.
Compensation
Committee Interlocks and Insider Participation
The Company’s Compensation, Nominating and Corporate
Governance Committee during fiscal year 2007 consisted of
Mr. Goth, who served as Chairman, Mr. Stuckert and
Mr. Peiker. Mr. Peiker retired from the Board of
Directors effective July 25, 2007, simultaneously resigning
his position on the Compensation, Nominating and Corporate
Governance Committee. No member of the Committee was, at any
time during fiscal year 2007 or at any other time, an officer or
employee of the Company, other than Mr. Peiker, who served
as President and Chief Operating Officer from 1988 to 1992. No
executive officer of the Company served on the compensation
committee of another entity, or any other committee of the Board
of Directors of another entity performing similar functions
during the Company’s past fiscal year, or as a director of
any other entity, one of whose executive officers served on the
Company’s Compensation, Nominating and Corporate Governance
Committee.
Communication
with Directors
Any stockholder who desires to contact the Company’s Board
of Directors may do so by writing to the Vice President and
Corporate Secretary, Royal Gold, Inc., 1660 Wynkoop Street,
Suite 1000, Denver, Colorado 80202. Any such communication
should state the number of shares beneficially owned by the
stockholder making the communication. The Corporate Secretary
will forward any such communication to the Chairman of the
Compensation, Nominating and Corporate Governance Committee, and
will forward such communication to other members of the Board of
Directors, as appropriate, provided that such communication
addresses a legitimate business issue. For any communication
relating to accounting, auditing or fraud, such communication
will be forwarded immediately to the Chairman of the Audit
Committee.
Code of Business
Ethics and Conduct
The Company has adopted a Code of Business Ethics and Conduct
applicable to all of its directors, officers and employees,
including the Chief Executive Officer, the Chief Financial
Officer, and other persons performing financial reporting
functions. The Code is reviewed on a yearly basis. The Code is
available through the Company’s web site at
www.royalgold.com. The Code is designed to deter wrongdoing and
promote (a) honest and ethical conduct; (b) full,
fair, accurate, timely and understandable disclosures;
(c) compliance with laws, rules and regulations;
(d) prompt internal reporting of Code violations; and
(e) accountability for adherence to the Code. The Company
will post on its web site any amendments to the Code.
Governance
Guidelines
In August 2007, the Board of Directors, upon recommendation from
the Compensation, Nominating and Corporate Governance Committee,
adopted Board of Directors’ Governance Guidelines to assist
the Board of Directors in the discharge of its duties and to
serve the interests of the Company and its stockholders. The
Governance Guidelines are available through the Company’s
website at www.royalgold.com.
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Certain
Relationships and Related Transactions
In November 2005, the Company entered into a strategic
exploration alliance with Taranis Resources to pursue
exploration opportunities in Finland, for which it has provided
$500,000 in funding for a 2.0% net smelter return royalty and
future earn-in rights. In January 2006 and in support of the
strategic exploration alliance, Mr. Dempsey, Executive
Chairman of the Company, became a director of Taranis Resources,
Inc. (“Taranis Resources”), a Colorado-based resource
company, listed on the Toronto Stock Exchange. As a director of
Taranis Resources, Mr. Dempsey is awarded stock options
under Taranis Resources’ stock option plan. In January
2006, Mr. Dempsey was awarded 100,000 incentive stock
options, exercisable for a period of four and one-half years
from the date of grant, at a price of Cdn$0.35 per share.
In July 2006, the Company entered into an agreement with
Mr. Dempsey under which any director fees, consulting fees
and other remuneration (whether in cash, securities or
otherwise) paid to Mr. Dempsey by Taranis Resources will be
remitted to the Company (the “Agreement”). Pursuant to
the Agreement, the Company may require Mr. Dempsey to
exercise the stock options granted to him by Taranis Resources
at any time or from time to time during the exercise period and
under the terms of the Taranis Resources stock option agreement.
If the Company requires Mr. Dempsey to exercise the stock
options, it will pay Mr. Dempsey the amount necessary to
exercise the stock options. The securities gained upon exercise
will be transferred to the Company. The Company will reimburse
Mr. Dempsey for incurred tax liability, if any.
The Company beneficially owns the stock options granted to
Mr. Dempsey by Taranis Resources, exercisable for
100,000 shares of common stock, because it has the right to
require Mr. Dempsey to exercise the stock options pursuant
to the Agreement and will acquire the shares upon the exercise.
The Company currently owns 1,037,500 shares of common stock
and has the direct or indirect right to acquire a total of
568,750 shares of common stock, including the shares
acquired upon exercise of Mr. Dempsey’s stock options,
such that, if the Company exercised its rights and there was no
other dilution, its holdings would represent 10.04% beneficial
ownership of Taranis Resources’ common stock. The Company
does not have any intention to acquire control of Taranis
Resources.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company’s officers and directors, and
persons who own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership
and changes in ownership to the Securities and Exchange
Commission. Officers, directors and greater than 10%
stockholders are required by the regulations of the Securities
and Exchange Commission to furnish the Company with copies of
all Section 16(a) reports they file. Based solely on its
review of copies of such reports received and written
representations from certain persons that no other reports were
required for those persons, the Company believes that, other
than as described, all filing requirements applicable to its
officers, directors and greater than 10% stockholders were met
for the fiscal year ended June 30, 2007, and all
transactions are reflected in this Proxy Statement.
Messrs. Goth, Howell, Marcus, Peiker, Stuckert and Worth
filed all required Form 4 filings, but each filed one
Form 4 related to an option grant after the filing
deadline. Mr. Dempsey filed all required Form 4
filings, but filed one Form 4 after the filing deadline
relating to a trustee transaction and one Form 4 relating
to a transaction pursuant to his
10b5-1
trading plan. Mr. Stuckert filed all required Form 4
filings, but filed one Form 4 after the filing deadline
relating to an option exercise.
EXECUTIVE
COMPENSATION
[To be included in definitive proxy statement.]
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PROPOSAL 2.
ADOPTION OF AN
AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On August 23, 2007, the Board of Directors unanimously
adopted a resolution approving, and recommending for shareholder
approval, an amendment to the Company’s Certificate of
Incorporation increasing the number of authorized shares of
common stock, par value $.01 per share, to
100,000,000 shares. The Company’s Certificate of
Incorporation currently authorizes the Company to issue
40,000,000 shares of common stock. Such increase in the
number of authorized shares of common stock would become
effective by restating Article Fourth(a) of the
Company’s Certificate of Incorporation to read as follows:
“FOURTH. (a) The total number of shares of stock which
the corporation shall have authority to issue is
110,000,000 shares, consisting of
(i) 100,000,000 shares of common stock, each share
having a par value of $.01 and (ii) 10,000,000 shares
of preferred stock, each share having a par value of $.01.”
If approved by the stockholders of the Company, the proposed
amendment will become effective when it is filed with the
Delaware Secretary of State.
The increase in authorized shares of common stock is recommended
by the Board of Directors to provide a sufficient reserve of
such shares for the present and future needs of the Company. The
Board of Directors believes that the availability of additional
shares of Common Stock for possible issuance in connection with
future acquisitions of properties or businesses, or for future
financing needs is necessary for the continued expansion of the
Company’s business through acquisitions of properties or
businesses. This increase could save the Company the expense and
delay of having to hold a special shareholders’ meeting
when a specific need arises. These shares of authorized common
stock would be available for issuance in the future, from time
to time, by action of the Board of Directors without further
shareholder approval, unless otherwise required by applicable
law or the listing requirements of the NASDAQ Stock Market and
for such consideration as our Board of Directors may determine
and as may be permitted by applicable law. Except in connection
with employee benefits, equity incentive plans and pursuant to
the Amended and Restated Agreement and Plan of Merger with
Battle Mountain Gold Exploration Corp., the Company’s
management has no current arrangements, agreements, or
understandings, at the present time, to issue additional shares
of common stock for any purposes. Royal Gold reviews acquisition
opportunities on a regular basis and could enter into an
acquisition transaction in which it may issue shares of its
common stock at any time.
The additional shares of common stock would be identical to the
shares of common stock now authorized and outstanding, and this
proposal would not affect the rights of holders of common stock.
Any issuances of additional shares of common stock, however,
could adversely affect the existing holders of shares of common
stock by diluting their ownership, voting power and earnings per
share with respect to such shares. The holders of the
Company’s common stock do not have pre-emptive rights to
purchase any shares of authorized capital stock of the Company.
The proposed increase in the number of shares of common stock
the Company is authorized to issue is not intended to inhibit a
change in control of the Company, and the Company does not
intend to use such additional shares for anti-takeover purposes.
However, the availability for issuance of additional shares of
common stock could discourage, or make more difficult, efforts
to obtain control of the Company. The Board of Directors is not
currently aware of any attempt to take over or acquire the
Company.
Vote Required for Approval. The affirmative
vote of a majority of the shares that are represented and
entitled to vote at a meeting at which a quorum is present is
required to adopt the proposed amendment to the Certificate of
Incorporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THE PROPOSAL TO ADOPT AN AMENDMENT TO THE
COMPANY’S CERTIFICATE OF INCORPORATION INCREASING THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
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AUDIT COMMITTEE
AND RELATED MATTERS
The information contained in the following Audit Committee
Report shall not be deemed “soliciting material” or
“filed” with the SEC, nor shall such information be
incorporated by reference into a future filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent the Company specifically incorporates this
Report by reference therein.
Audit Committee
Report
The Company’s Audit Committee is comprised of three members
who are “independent” within the meaning of such term
under Rule 4200(a)(15) of the NASD listing standards and
the meaning of such term under the Sarbanes-Oxley Act of 2002
and regulations promulgated under the Act. Each member of the
Audit Committee is able to read and understand fundamental
financial statements and at least one member has past employment
experience in finance or accounting or other comparable
experience. The Committee actively oversees the Company’s
financial condition and results of operations. The main function
of the Audit Committee is to ensure that effective accounting
policies are implemented and that internal controls are put in
place in order to deter fraud, anticipate financial risks and
promote accurate, high quality and timely disclosure of
financial and other material information to the public markets,
the Board of Directors and the stockholders. The Audit Committee
also reviews and recommends to the Board of Directors the
approval of the annual financial statements and provides a
forum, independent of management, where the Company’s
auditors can communicate any issues of concern.
The independent members of the Audit Committee believe that the
present composition of the Committee accomplishes all of the
necessary goals and functions of an audit committee as
recommended by the Blue Ribbon Committee on Improving the
Effectiveness of Corporate Audit Committees and adopted by the
U.S. stock exchanges and the Securities and Exchange
Commission. The Board of Directors has adopted an amended and
restated charter for the Audit Committee. The Audit Committee
Charter, as amended, is attached as Appendix A. The amended
Charter specifies the scope of the Audit Committee’s
responsibilities and how it should carry out those
responsibilities.
The Audit Committee has reviewed and discussed the audited
financial statements of the Company for the fiscal year ended
June 30, 2007, with the Company’s management. The
Audit Committee has discussed with PricewaterhouseCoopers LLP,
the Company’s independent registered public accountants,
the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communications with Audit Committees), as
amended by Statement on Auditing Standards No. 90 (Audit
Committee Communications). The Audit Committee has also received
the written disclosures and the letter from
PricewaterhouseCoopers LLP required by Independence Standards
Board Standard No. 1 (Independence Discussion with Audit
Committees) and the Audit Committee has discussed the
independence of PricewaterhouseCoopers LLP with the Company.
Based on the review and discussions with the Company’s
auditors, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in
the Company’s Annual Report on
Form 10-K
for the fiscal year ended June 30, 2007, for filing with
the U.S. Securities and Exchange Commission.
This Report has been submitted by the following members of the
Audit Committee of the Board of Directors:
James W. Stuckert, Chairman
John W. Goth
Donald Worth
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Independent
Registered Public Accountants
The Audit Committee has selected PricewaterhouseCoopers LLP to
continue as the Company’s independent registered public
accountants to audit financial statements of the Company for the
fiscal year ending June 30, 2008. Fees for services
rendered by PwC for the fiscal years ended June 30, 2007
and June 30, 2006 are as follows:
Audit Fees. Fees were $719,970 and $342,121
for the years ended June 30, 2007 and 2006, respectively.
Included in this category are fees associated with the audit of
the Company’s annual financial statements and review of
quarterly statements, issuance of consents, comfort letter and
procedures, and review of documents filed with the Securities
and Exchange Commission. Audit fees also include fees associated
with the audit of management’s assessment and operating
effectiveness of the Sarbanes Oxley Act, Section 404,
internal control reporting requirements.
Audit-Related Fees. Fees were $0 and $6,800
for the years ended June 30, 2007 and 2006, respectively.
Audit-related services, for the fiscal years ended June 30,
2007 and 2006, include accounting consultations.
Tax Fees. Fees were $0 and $0 for the years
ended June 30, 2007 and 2006, respectively. Fees for tax
services include tax compliance, tax advice and tax planning.
All Other Fees. Fees were $1,616 and $0 for
the years ended June 30, 2007 and 2006, respectively. All
other fees for the fiscal year ended June 30, 2007, include
the Company’s annual subscription to PricewaterhouseCoopers
LLP on-line accounting research product.
Pre-Approval
Policies and Procedures
The Audit Committee has adopted a policy that requires advance
approval for all audit, audit-related, tax services, and other
services performed by the independent auditor. The policy
provides for pre-approval by the Audit Committee of specifically
defined audit and non-audit services. Unless the specific
service has been previously pre-approved with respect to that
year, the Audit Committee must approve the permitted service
before the independent auditor is engaged to perform it. The
Audit Committee has delegated to the Chairman of the Audit
Committee authority to approve certain permitted services,
provided that the Chairman reports any such decisions to the
Audit Committee at its next scheduled meeting. The Audit
Committee pre-approved all of the services described above for
the Company’s 2007 fiscal year.
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PROPOSAL 3.
RATIFICATION OF
APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee and the Board of Directors is seeking
stockholder ratification of its appointment of
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, to audit the consolidated financial statements
of the Company for the fiscal year ending June 30, 2008.
The ratification of the appointment of PricewaterhouseCoopers
LLP is being submitted to the stockholders because the Audit
Committee and the Board of Directors believes this to be good
corporate practice. Should the stockholders fail to ratify this
appointment, the Audit Committee will review the matter.
Representatives of PricewaterhouseCoopers LLP are expected to
attend the Annual Meeting. They will have an opportunity to make
a statement, if they so desire, and will have an opportunity to
respond to appropriate questions from the stockholders.
Vote Required for Approval. The affirmative
vote of a majority of the shares that are represented and
entitled to vote at a meeting at which a quorum is present is
required to ratify the appointment of PricewaterhouseCoopers LLP.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR”
THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS
LLP
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF THE
COMPANY.
The Board of Directors knows of no other matters to be brought
before the Annual Meeting. However, if other matters should come
before the Annual Meeting, it is the intention of each person
named in the proxy to vote such proxy in accordance with his own
judgment on such matters.
Stockholder
Proposals
Stockholder proposals intended to be presented at the 2008
Annual Meeting of Stockholders and to be included in the
Company’s proxy materials for the 2008 Annual Meeting of
Stockholders must be received by the Company at its principal
executive office in Denver, Colorado, by
[ ,]
2008, if such proposals are to be considered timely and included
in the proxy materials. The inclusion of any Stockholder
proposal in the proxy materials for the 2008 Annual Meeting of
Stockholders will be subject to applicable rules of the
Securities and Exchange Commission.
Stockholders may present proposals that are proper subjects for
consideration at the annual meeting even if the proposal is not
submitted by the deadline for inclusion in the proxy materials.
To do so, the proposal must be received not less than 90 but no
more than 120 days prior to the date of the 2008 Annual
Meeting of Stockholders; provided, however, that if notice or
public disclosure of the date of the 2008 Annual Meeting of
Stockholders is not made at least 100 days prior to the
date of the meeting, notice by the stockholder must be received
no later than the close of business on the tenth day following
the date the notice of the 2008 Annual Meeting of Stockholders
was mailed or public disclosure was made.
Proxies for the 2008 Annual Meeting of Stockholders will confer
discretionary authority to vote with respect to all proposals of
which the Company does not receive proper notice by
[ ,]
2008.
BY ORDER OF THE BOARD OF DIRECTORS
Karen P. Gross
Vice President & Corporate Secretary
Vice President & Corporate Secretary
Denver, Colorado
October , 2007
Upon the written request of any record holder or beneficial
owner of Common Stock entitled to vote at the Annual Meeting,
the Company will provide, without charge, a copy of its Annual
Report on
Form 10-K
including financial statements and any required financial
statement schedules, as filed with the Securities and Exchange
Commission for the fiscal year ended June 30, 2007.
Requests for a copy of the Annual Report should be mailed,
faxed, or sent via
e-mail to
Karen P. Gross, Vice President & Corporate Secretary,
Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000,
Denver, Colorado
80202-1132,
303-595-9385
(fax), or kgross@royalgold.com.
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| PROXY | PROXY |
ROYAL GOLD, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Stanley Dempsey and Tony Jensen, or either of them, as attorneys,
agents and proxies each with full power of substitution to vote, as designated below, all the
shares of Common Stock of Royal Gold, Inc. held of record by the undersigned on September 26, 2007,
at the Annual Meeting of Stockholders of Royal Gold, Inc. (the “Meeting”) which will be held on
November 7, 2007, at the Oxford Hotel, Sage Room, 1600 Seventeenth Street, Denver, Colorado, at
9:30 A.M., Mountain Standard Time, or at any postponement or adjournment thereof.
The Board of Directors recommends a vote “FOR” Proposals 1, 2 and 3.
| 1. | PROPOSAL to elect as Class II Directors for a term of three years (term to expire in 2010) or until each such Director’s successor is elected and qualified, each of the following nominees: | |
| FOR all nominees listed (except as marked to the contrary) | ||
| WITHHOLD authority to vote for all nominees listed |
| James Stuckert | Merritt Marcus |
INSTRUCTION: To withhold authority to vote for any single nominee, draw a line through the
nominee’s name above.
| 2. | PROPOSAL to adopt an amendment to the Company’s Certificate of Incorporation increasing the authorized shares of Common Stock from 40,000,000 to 100,000,000. | |
| FOR o AGAINST o ABSTAIN o |
| 3. | PROPOSAL to ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accountants of the Company for the fiscal year ending June 30, 2008. | |
| FOR o AGAINST o ABSTAIN o | ||
| In their discretion, the Proxies are also authorized to vote all of the shares of the undersigned upon such other business as may properly come before the Meeting. Management and Directors are not currently aware of any other matters to be presented at the Meeting. |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3.
Table of Contents
The undersigned acknowledges receipt of this Proxy and a copy of the Notice of Annual Meeting and
Proxy Statement, dated October ___, 2007.
Dated |
||
| (Signature) | ||
| (Signature if Held Jointly) | ||
| Please sign exactly as name appears on this Proxy. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. | ||
| Please sign, date and return this Proxy promptly. | ||