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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM  i 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported):  i August 23, 2022

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 i ROYAL GOLD, INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code:  i 303- i 573-1660

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(Former name or former address, if changed since last report.)

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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):

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

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

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

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

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  i ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On August 23, 2022, the Board of Directors of Royal Gold, Inc., a Delaware corporation (the "Company"), approved amendments to the Amended and Restated Bylaws of the Company (as amended, the "Amended Bylaws"). The Amended Bylaws incorporate technical amendments to address recent amendments to the Delaware General Corporation Law, including communication of the time, place and means of remote communications, if any, of an adjourned meeting; the elimination of the requirement to have a stockholder list available for inspection at the stockholder meeting; and certain clarifying changes to the procedures applicable to stockholder lists and stockholders entitled to vote in the event a record date is less than ten days before the applicable meeting. In addition, language was added to require a stockholder proposing to nominate a director(s) to represent whether such stockholder intends to comply with Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended.

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The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this report and is incorporated by reference into this Item 5.03.

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Item 9.01Financial Statements and Exhibits

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(d) Exhibits

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SIGNATURES

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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.

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