--- schema_version: "secwatch.filing_event.v1" accession: "0001558370-23-010530" form_type: "8-K" ticker: "RGLD" cik: "0000085535" company_name: "ROYAL GOLD INC" filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T13:44:38.871953+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Royal Gold COO Mark Isto to retire by end of 2023; Martin Raffield to succeed ## Summary - Mark Isto, EVP and COO, will retire between Sep 1 and Dec 31, 2023; transition is unrelated to any company disagreement. - Dr. Martin Raffield, VP Operations, will assume leadership of technical functions upon Isto's retirement. - Shareholders approved election of Class III directors (Chubbs, McArthur, Veenman) and advisory say-on-pay. - Stockholders ratified Ernst & Young as auditor for FY 2023 and approved charter amendment to limit officer liability. - Charter amendment effective May 26, 2023, exculpates officers from monetary damages for breach of fiduciary duty (except as limited by Delaware law). ## SEC filing metadata - accession: 0001558370-23-010530 - form_type: 8-K - ticker: RGLD - cik: 0000085535 - company_name: ROYAL GOLD INC - filed_at: 2023-05-26T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/85535/000155837023010530/0001558370-23-010530-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/85535/000155837023010530/rgld-20230524x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001558370-23-010530 - JSON: https://secwatch.observer/filing/0001558370-23-010530.json - Plain text: https://secwatch.observer/filing/0001558370-23-010530.txt ## Key facts - Executive change Mark Isto resigned as Executive Vice President and Chief Operating Officer at ROYAL GOLD INC. - Action: resigned - Role: Executive Vice President and Chief Operating Officer source text: On May 24, 2023, Mark Isto, Executive Vice President and Chief Operating Officer of Royal Gold Corporation, provided his notice of retirement and resignation to Royal Gold, Inc. (the “Company”), which will become effective on a date to be determined between September 1, 2023, and December 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/85535/000155837023010530/0001558370-23-010530-index.htm - Executive change Martin Raffield was appointed as Vice President, Operations at ROYAL GOLD INC. - Action: appointed - Role: Vice President, Operations source text: During the next several months, Mr. Isto will begin transitioning his responsibilities to Dr. Martin Raffield, Vice President, Operations. evidence_url: https://www.sec.gov/Archives/edgar/data/85535/000155837023010530/0001558370-23-010530-index.htm - Governance Changes ROYAL GOLD INC: Amendment to restated certificate of incorporation to limit liability of officers (effective 2023-05-26). - Change: charter amendment - Effective: 2023-05-26 source text: On May 26, 2023, the Company filed a certificate of amendment (the “Amendment”) to its restated certificate of incorporation (the “Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Amendment amends the TENTH provision of the Restated Certificate of Incorporation to limit the liability of officers, as permitted under Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”). evidence_url: https://www.sec.gov/Archives/edgar/data/85535/000155837023010530/0001558370-23-010530-index.htm - Shareholder Votes ROYAL GOLD INC shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountant for the fiscal year ending December 31, 2023. at the 2023-05-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-25 source text: For Against Abstain Broker Non-Votes 57,964,326 458,764 55,879 0 evidence_url: https://www.sec.gov/Archives/edgar/data/85535/000155837023010530/0001558370-23-010530-index.htm - Shareholder Votes ROYAL GOLD INC shareholders approved Approval, on an advisory basis, of the frequency with which the advisory vote to approve named executive officer compensation should be held. at the 2023-05-25 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-25 source text: Every Year Two Years Three Years Abstain 52,834,838 78,742 624,466 69,154 evidence_url: https://www.sec.gov/Archives/edgar/data/85535/000155837023010530/0001558370-23-010530-index.htm - Shareholder Votes ROYAL GOLD INC shareholders approved Approval, on an advisory basis, of the compensation of the Company’s named executive officers. at the 2023-05-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-25 source text: For Against Abstain Broker Non-Votes 52,309,450 1,170,154 127,596 4,871,769 evidence_url: https://www.sec.gov/Archives/edgar/data/85535/000155837023010530/0001558370-23-010530-index.htm - Shareholder Votes ROYAL GOLD INC shareholders approved Election of three Class III director nominees to serve until the Company’s 2026 annual meeting of stockholders or until the director’s successor is duly elected and qualified. at the 2023-05-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-25 source text: For Against Abstain Broker Non-Votes Fabiana Chubbs 52,845,949 705,605 55,646 4,871,769 C. Kevin McArthur 49,935,155 3,625,656 46,389 4,871,769 Sybil Veenman 50,131,725 3,425,488 49,987 4,871,769 evidence_url: https://www.sec.gov/Archives/edgar/data/85535/000155837023010530/0001558370-23-010530-index.htm - Shareholder Votes ROYAL GOLD INC shareholders approved Approval of the Amendment to the Restated Certificate of Incorporation to limit the liability of certain officers as described above. at the 2023-05-25 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-25 source text: For Against Abstain Broker Non-Votes 44,844,591 8,617,517 145,092 4,871,769 evidence_url: https://www.sec.gov/Archives/edgar/data/85535/000155837023010530/0001558370-23-010530-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.