ROYAL GOLD,INC. (NASDAQ:RGLD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
The description of the Breeze Indemnification Agreement (as defined below) under Item 5.02 is incorporated in this Item 1.01 by reference. The form of indemnification agreement in effect between Royal Gold,Inc. (the “Company”) and its executive officers was filed as Exhibit10.1 to the Company’s Current Report on Form8-K on September4, 2014, and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company previously announced the appointment of Daniel Breeze as Vice President Corporate Development of the Company’s international business based in Zug, Switzerland, overseeing the Company’s global business development function. On January3, 2019, the Board of Directors of RGLD Gold AG, an indirect wholly-owned subsidiary of the Company, formally appointed Mr.Breeze as Vice President Corporate Development of RGLD Gold AG.
Mr.Breeze, 46, served as the Managing Director and Head of Region for BMO Capital Markets (“BMO”) in Zürich, Switzerland, from 2010 to 2018. BMO is a subsidiary of the Bank of Montreal, a diversified financial services provider. BMO and the Bank of Montreal are unrelated to the Company. At BMO, Mr.Breeze was responsible for managing all aspects of BMO’s regional business, including business development and client relationship management. Mr.Breeze specializes in the mining and energy sectors and has developed deep corporate relationships at senior levels in these sectors. Prior to his banking career, Mr.Breeze was engaged as a project manager and geotechnical/mining engineer with a major international mining engineering and consulting firm.
On January3, 2019, the Board of Directors of RGLD Gold AG also approved an employment contract (the “Breeze Employment Contract”) between RGLD Gold AG and Mr.Breeze, effective January1, 2019. The material terms of the Breeze Employment Contract include:
Base Salary. An annual base salary of 350,000 Swiss Francs.
Bonus Opportunities. Eligibility to receive discretionary incentive cash compensation in an amount to be determined by RGLD Gold AG.
Long-Term Incentive Award Opportunities. Eligibility to participate in the Company’s 2015 Omnibus Long-Term Incentive Plan in accordance with the Company’s compensation policies and practices.
The Breeze Employment Contract contains a change-in-control provision, and Mr.Breeze is eligible to participate in benefit and retirement plans meeting the requirements of Swiss law.
There is no other arrangement or understanding between Mr.Breeze and any other persons to which he was elected as Vice President Corporate Development of RGLD Gold AG. Mr.Breeze does not have a family relationship with any member of the Board of Directors or any executive officer of the Company, and Mr.Breeze has not been a participant or had any interest in any transaction with the Company that is reportable under Item404(a)of Regulation S-K.
The foregoing description of the Breeze Employment Contract is qualified in its entirety by reference to the Breeze Employment Contract filed herewith as Exhibit10.1, which is incorporated herein by reference.
Also effective January1, 2019, the Company entered into an indemnification agreement with Mr.Breeze (the “Breeze Indemnification Agreement”), substantially in the form of the Company’s form of indemnification agreement. The Breeze Indemnification Agreement provides that the Company will hold harmless and indemnify Mr.Breeze to the fullest extent authorized or permitted by law, even if such indemnification is not specifically authorized by the other provisions thereof, the certificate of incorporation, the Company’s bylaws or by statute. The form of indemnification agreement in effect between the Company and its executive officers was filed as Exhibit10.1 to the Company’s Current Report on Form8-K on September4, 2014, and is incorporated herein by reference.
In connection with the formal appointment of Mr.Breeze, on January2, 2019, the Compensation, Nominating and Governance Committee of the Company’s Board of Directors awarded Mr.Breeze 3,500 Stock-Settled Stock Appreciation Rights, 1,200 Restricted Stock Units and 1,200 Performance Shares (at target), each made to and in accordance with the Company’s 2015 Omnibus Long-Term Incentive Plan, as amended.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
ROYAL GOLD INC Exhibit
EX-10.1 2 a19-1320_1ex10d1.htm EX-10.1 Exhibit 10.1 EMPLOYMENT CONTRACT between RGLD Gold AG Baarerstrasse 71 6300 Zug (hereinafter referred to as the Company) and Daniel Breeze Kirchbodenstrasse 16 8800 Thalwil (hereinafter referred to as the Employee,…
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About ROYAL GOLD,INC. (NASDAQ:RGLD)
Royal Gold, Inc., together with its subsidiaries, is engaged in acquiring and managing precious metal streams, royalties and similar interests. The Company operates through two segments: Acquisition and Management of Stream Interests, and Acquisition and Management of Royalty Interests. Its assets are located in Canada, Chile, Dominican Republic, Mexico, the United States, Africa, Australia and Other. As of June 30, 2016, the Company owned stream interests on four producing properties and three development-stage properties. It has investments in stream interests relating to Pueblo Viejo, Andacollo, Wassa and Prestea, and Rainy River. As of June 30, 2016, the Company owned royalty interests on 34 producing properties, 21 development-stage properties and 131 exploration-stage properties, of which it considered 50 to be evaluation-stage projects.