Royal Gold (RGLD) Proxy filing summary

Executive summary

• Achieved record revenue ($1.0B), operating cash flow ($0.7B), and earnings ($0.5B) in 2025, driven by a rising gold price and strategic acquisitions, notably Sandstorm Gold and Horizon Copper for $4.1B and a $1.0B stream agreement at Kansanshi mine.

• Returned $1.2B to stockholders since 2000, with 25 consecutive years of dividend increases; available liquidity at year-end was $756.5M.

• Robust production of 300,300 gold equivalent ounces (GEOs) in 2025; 78% of revenue from gold.

• Board and management emphasize disciplined growth, strong balance sheet, and sustainable business practices.

Voting matters and shareholder proposals

• Three proposals: election of two Class III directors (Fabiana Chubbs and Sybil Veenman), advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals; majority vote required for director election and advisory vote.

• Stockholders owning shares as of March 26, 2026, are eligible to vote at the virtual annual meeting.

Board of directors and corporate governance

• Board consists of seven directors in three staggered classes; 71% are independent.

• Directors bring deep mining, finance, governance, and international experience; average tenure is 9 years, average age is 67.

• Separate CEO and independent Chair; robust succession planning, annual self-assessments, and regular stockholder engagement.

• Board committees (Audit and CNG) are fully independent and oversee key areas including risk, compensation, and governance.