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Please refer to our Annual Report on Form 10-K, and to the discussion on page 23 of this Proxy Statement, for more detailed information concerning our financial results for fiscal 2017.

CORPORATE GOVERNANCE BEST PRACTICES HIGHLIGHTS

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Proxy Summary

	PROPOSAL 2
	ADVISORY VOTE ON EXECUTIVE COMPENSATION
	page 33 ►	The Board recommends you vote FOR this proposal

2020 COMPENSATION FRAMEWORK

Our executive compensation program consists of base salary, a short-term cash incentive, long-term equity incentive awards, and modest fixed benefits. The majority of target compensation is variable, with an emphasis on long-term equity designed to align our executives’ interests with the interests of our stockholders generally.

Current CEO

Element

When

Fiscal Year 2020 Performance Measures

Measuring Period

How Payout Determined

Other Current NEOs

Salary

Reviewed annually

Individual experience and performance

Ongoing

Benchmarking; individual experience and performance

Short-term Incentive

Awarded annually

Financial, operational, strategic, and individual measures (page 38)

1 year

CNG Committee verification of performance as compared to preestablished measures

Stock Options and SARs

Awarded annually

Stock performance and service conditions (page 45)

1- to 3-year vesting

Stock performance

Restricted Shares

Net revenue and service conditions (page 45)

3- to 5-year vesting

CNG Committee verification of performance as compared to preestablished measure

Performance Shares (GEOs)

Growth in annual net GEOs and service conditions (page 45)

Annually up to year 5

CNG Committee verification of performance as compared to preestablished measures

Performance Shares (TSR)

TSR percentile compared to GDX constituents and service conditions (page 45)

1 and 3 years

Benefits

10               ROYAL GOLD, INC.

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Corporate Governance Practices Designed toProxy Summary

ProtectPAY-FOR-PERFORMANCE ALIGNMENT

	These Short- and Long-Term Performance Measures		Are Designed to Promote Achievement of these Elements of our Business Strategy		For Fiscal Year 2020, this Level of Achievement		Produced this Level of Short- and Long-Term Incentive Award or Vesting
	Operating Cash Flow Multiple vs. GDX Constituents		Financial flexibility and discipline; capital deployment		130% of target opportunity		Short-term incentive awards paid out at approximately or slightly below each executive’s preestablished target
	Net GEO Production		Gold focused; capital deployment		95% of target opportunity
	Cost Containment		Financial flexibility and discipline		200% of target opportunity
	Capital Deployment		Capital deployment		50% of target opportunity
	Peak Gold JV		Growth; capital deployment		0% of target opportunity
	Financial Strength		Financial flexibility and discipline		100% of target opportunity
	Individual Performance		Management development; succession planning		Varied by NEO
	Stock Options and SARs		Stockholder return		7% increase in stock price from August 2019 grant date to first annual vesting date in August 2020		Portion of awards that vested based on continued service was in the money on first vesting date
	Restricted Shares		Executive retention		>$280M net revenue		Permitted vesting of restricted stock awarded for FY 2020, subject to service requirement
	Performance Shares (GEO)		Growth		284,000 net GEOs		Actual net GEOs did not meet preestablished goals, so no GEO shares vested for FY 2020 under awards granted in 2015-2019
	Performance Shares (TSR)		Stockholder return		3-year TSR at 58th percentile under awards granted in August 2017		Permitted vesting of a number of shares between threshold and target under 3-year TSR awards granted in August 2017
					First, 1-year TSR at 80th percentile under awards granted in August 2017; all other 1-year TSRs below 50th percentile threshold under awards granted in August 2017, 2018, and 2019		Permitted vesting of a number of shares between threshold and target under 1-year TSR awards granted in August 2017; no vesting of shares under any other 1-year TSR awards granted in August 2017, 2018, and 2019

See detailed discussion of short-term and Promote Long-Term Stockholder Value

·            Separate CEOlong-term incentive programs, including definitions of net revenue, net GEOs, and Chairman of the Board

·            Seven of eight Directors are independent, including all Committee members

·            Significant Board refreshment over recent years; average Director tenure is approximately 5.6 years

·            Average Director serviceTSR, on outside boards is one board

·pages 42-45.            Thorough orientation program for new Directors

·            Independent Directors meet regularly without management present

·            Significant Director and executive officer stockholding requirements

·            Board Governance Guidelines, Committee Charters and Code of Business Ethics and Conduct; all available online

·            Board oversight of robust Enterprise Risk Management Program

·            Directors reaching age 72 submit offer of resignation which the Board has discretion to accept or reject

·            Majority voting in uncontested Director elections

·            All Audit and Finance Committee members determined to be Audit Committee Financial Experts

·            Active stockholder engagement

·            Strong link between executive officer compensation and Company performance

·            Annual advisory say on pay vote

·            Anti-hedging and anti-pledging policies for all Directors and executive officers

·            Annual Board and Committee self-evaluations

·            No perquisites and no excise tax gross-ups for executive officers

·            No stock option re-pricing without stockholder approval

·            Both management and Director succession planning are among the Board’s priorities

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM2020 PROXY STATEMENT               11

---

Stockholders are asked to ratify the selectionTable of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2018.  Below is a summary of fees paid to Ernst & Young in fiscal year 2017.Contents

Proxy Summary

COMPENSATION OF NAMED EXECUTIVE OFFICERSBEST PRACTICES

Our executive compensation program is designed to align with governance best practices and the best interests of our stockholders.

12               ROYAL GOLD, INC.

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Proxy Summary

EXECUTIVE COMPENSATION

Stockholders are asked to approve, on an advisory basis, the compensation of our Named Executive Officersnamed executive officers (“NEOs” or “executives”). The following table summarizes the total potential compensation package for fiscal year 20172020 for each NEO.

iii

Please see the Summary Compensation Table of Contents

IMPORTANT DATES FOR 2018 ANNUAL MEETING OF STOCKHOLDERS

Stockholder proposals submittedand accompanying footnotes beginning on page 53 for inclusionadditional information. All amounts are in our 2018 proxy statement pursuant to SEC Rule 14a-8 must be received by us by June 4, 2018.dollars.

Notice of stockholder proposals to be raised from the floor at the 2018 Annual Meeting of Stockholders outside of SEC Rule 14a-8 must be received by us between July 19, 2018 and August 18, 2018.

iv

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	GENERAL INFORMATIONPROPOSAL 3
	RATIFICATION OF ERNST & YOUNG LLP AS AUDITOR FOR 2021
	page 62 ►	The Board recommends you vote FOR this proposal

STOCKHOLDERS ENTITLED TO VOTE AS OF RECORD DATE

This Proxy StatementOur AF Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal year 2021. Our Board is furnishedasking stockholders to holdersratify this selection. Stockholder approval or ratification is not required. However, we believe that submitting the appointment of Ernst & Young LLP to stockholders for ratification is good corporate governance. If stockholders do not ratify this appointment, our AF Committee will take the voting results under consideration. Even if stockholders ratify the appointment of Ernst & Young LLP, the AF Committee, in its discretion, may change the appointment at any time if it determines that a change would be in the best interest of Royal Gold Inc. common stock, par value $0.01 per share (“common stock”), in connection with the solicitation of proxies on behalf of the Board of Directors of Royal Gold, Inc. (the “Company” or “Royal Gold”) to be voted at the 2017 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held on Thursday, November 16, 2017, at 9:00 a.m. MST.  Stockholders of record holding shares of the Company’s common stock at the close of business on September 19, 2017 (the “Record Date”) are eligible to vote at the Annual Meeting and at all postponements and adjournments thereof.  There were 65,428,103 shares outstanding on the Record Date.

our stockholders.

INTERNET AVAILABILITY OF2020 PROXY MATERIALSSTATEMENT               13

We utilize the Securities and Exchange Commission (the “SEC”) rules allowing us to furnish proxy materials through a “notice and access” model via the Internet.  On or about October 2, 2017, we will furnish a NoticeTable of Internet Availability to our stockholders of record containing instructions on how to access the proxy materials and to vote.  In addition, instructions on how to request a printed copy of these materials may be found in the Notice.  For more information on voting your stock, please see “Voting Your Shares” below.Contents

VOTING YOUR SHARES

Each share of Royal Gold common stock that you own entitles you to one vote.  If you are a stockholder of record, your proxy card shows the number of shares of Royal Gold common stock that you own.  If your stock is held in the name of your broker, bank or another nominee (a “Nominee”), the Nominee holding your stock will send you a voting instruction form.  You may elect to vote in one of three methods:

·By Phone or Internet - You may vote your shares by following the instructions on your notice card, proxy card or voting instruction form.  If you vote by telephone or via the Internet, you do not need to return your proxy card.

·By Mail - If this proxy statement was mailed to you, or if you requested that a proxy statement be mailed to you, you may vote your shares by signing and returning the enclosed proxy card or voting instruction form.  If you vote by proxy card, your “proxy” (each or any of the individuals named on the proxy card) will vote your shares as you instruct on the proxy card.  If you vote by voting instruction form, the Nominee holding your stock will vote your shares as you instruct on the voting instruction form.  If you sign and return the proxy card, but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board of Directors: (1) “FOR” the election of Directors as described herein under “Proposal 1 - Election of Directors;” (2) “FOR” ratification of the appointment of the Company’s independent registered public accountants described herein under “Proposal 2 - Ratification of Appointment of Independent Registered Public Accountants;” (3) “FOR” a non-binding advisory vote on the compensation of the Named Executive Officers described herein under “Proposal 3 — Advisory Vote on Compensation of Named Executive Officers;” and (4) “FOR” ONE YEAR on a non-binding advisory vote on the frequency with which to hold the advisory vote on Named Executive Officer compensation as described herein under “Proposal 4 —Advisory Vote on Frequency of Voting on Executive Officer Compensation.”

·In Person - You may attend the Annual Meeting and vote in person.  A ballot will be provided if you wish.  If your stock is held in the name of a Nominee, you must present a proxy from that Nominee in order to verify that the Nominee has not voted your shares on your behalf.

REVOCATION OF PROXY OR VOTING INSTRUCTION FORM

If you are a holder of common stock, you may revoke your proxy at any time before the proxy is voted at the Annual Meeting.  This can be done by submitting another properly completed proxy card with a later date, sending a written notice of revocation to the Vice President, General Counsel and 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 Vice President, General Counsel and 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.  A “broker non-vote” occurs when a Nominee holding shares for a beneficial owner does not vote those shares on a proposal because the Nominee does not have discretionary voting authority and has not received voting instructions from the beneficial owner with respect to that proposal.

Cumulative voting is not permitted for the election of Directors.  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 Broadridge Financial Solutions, Inc.

SOLICITATION COSTS

In addition to solicitation of proxies by mail or by electronic data transfers, the Company’s Directors, officers or employees, without additional compensation, may make solicitations by telephone, facsimile, or personal interview.  The Company engaged Saratoga Proxy Consulting LLC, 520 8th Avenue, New York, NY 10018, to assist with the solicitation of proxies for a fee of $15,000, plus 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.

The following table shows the beneficial ownership, as of September 19, 2017, of the Company’s common stock by each Director, each of the Company’s NEOs, persons known to the Company, based upon the Company’s review of documents filed with the SEC with respect to the ownership of the Company’s common stock, 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.  Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Royal Gold, Inc., 1660 Wynkoop Street, Suite 1000, Denver, Colorado 80202.

* Less than 1% ownership of the Company’s common stock.

(1)              Includes 40,836 shares of restricted stock, 73,301 Stock Appreciation Rights (“SARs”) and options to purchase 3,610 shares of common stock that were exercisable as of September 19, 2017, or which become exercisable within 60 days from such date.

(2)              Includes 1,015 shares of restricted stock, vesting of which shares is deferred until the Director’s separation from service to the Company, or separation within 12 months of a change in control, in accordance with the terms and conditions of the Company’s Deferred Compensation Plan for Non-Employee Directors adopted July 15, 2017.

(3)              Includes 1,015 shares of restricted stock units, vesting of which shares is deferred until the Director’s separation from service to the Company, or separation within 12 months of a change in control, in accordance with the terms and conditions of the Company’s Deferred Compensation Plan for Non-Employee Directors adopted July 15, 2017.

(4)              Includes 15,309 shares of restricted stock, and 43,520 SARs and options to purchase 4,199 shares of common stock that were exercisable as of September 19, 2017, or which become exercisable within 60 days from such date.

(5)              Includes 15,910 shares of restricted stock, and 53,354 SARs and options to purchase 11,160 shares of common stock that were exercisable as of September 19, 2017, or which become exercisable within 60 days from such date.

(6)              Includes 12,252 shares of restricted stock, and 5,013 SARs and options to purchase 2,591 shares of common stock that were exercisable as of September 19, 2017, or which become exercisable within 60 days from such date.

(7)              Includes 13,737 shares of restricted stock and 25,637 SARs and options to purchase 5,076 shares of common stock that were exercisable as of September 19, 2017, or which become exercisable within 60 days from such date.

(8)              Includes 116,229 shares of restricted stock and 202,505 SARs and options to purchase 27,916 shares of common stock that were exercisable as of September 19, 2017, or which become exercisable within 60 days from such date.

(9)              As reported by The Vanguard Group on Form 13F filed with the SEC on August 24, 2017.  As of June 30, 2017, the Vanguard Group has sole dispositive power over 5,808,479 and shared dispositive power over 11,154 shares of common stock, and sole voting authority over 3,593 and shared voting authority over 11,154 shares of common stock.

(10)       As reported by BlackRock, Inc. on Form 13F filed with the SEC on August 10, 2017.  As of June 30, 2017, BlackRock has sole dispositive power over 6,292,140 and sole voting authority over 6,047,133 shares of common stock.

(11)       As reported by Capital World Investors on Form 13F filed with the SEC on August 14, 2017.  As of June 30, 2017, Capital World Investors has sole dispositive power and sole voting authority over 4,158,000 shares of common stock.

(12)       As reported by First Eagle Investment Management, LLC on Form F filed with the SEC on August 4, 2017.  As of June 30, 2017, First Eagle Investment Management, LLC has sole dispositive power over 3,479,449 shares of common stock and sole voting authority over 3,400,182 shares of common stock.

(13)       As reported by Van Eck Associates Corporation on Form 13F filed with the SEC on August 11, 2017.  As of June 30, 2017, Van Eck Associates Corporation has sole dispositive power and sole voting authority over 3,451,694 shares of common stock.

The following persons hold the executive officer positions at Royal Gold as of September 30, 2017:

Tony Jensen, 55, President, Chief Executive Officer and a Director.  See page 8.

Stefan L. Wenger, 44, Chief Financial Officer and Treasurer since August 2007.

Mr. Wenger has over 20 years of experience in the mining and natural resources industries working in various financial roles.  Mr. Wenger was Chief Financial Officer from June 2006 to August 2007, and Chief Accounting Officer and Treasurer of the Company from April 2003 until June 2006.  Mr. Wenger was a manager with PricewaterhouseCoopers LLP from June 2002 until March 2003.  From September 2000 until June 2002, he was a manager with Arthur Andersen LLP.  He is a member of the Board of Directors of the Nevada Mining Association.  Mr. Wenger holds a Bachelor of Science degree in Business Administration from Colorado State University, completed the General Management Program at the Harvard Business School, and 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.

Karli S. Anderson, 44, Vice President Investor Relations since May 2013.

Ms. Anderson has over 15 years of experience in finance, investor relations and capital markets.   She was Senior Director, Investor Relations, from August 2011 through April 2013 and Director, Investor Relations from May 2010 to August 2011 at Newmont Mining Corporation.  From February 2008 to May 2010, she served as Director Investor Relations at Coeur d’Alene Mines Corporation.  Ms. Anderson served as Director Investor Relations from January 2006 to February 2008 at Evergreen Energy Inc.  From 2003 to 2006 she was Director of Strategic Analysis at Policy Studies, Inc. and from 2000 to 2001 she was an Associate at Goldman Sachs Investment Research.  Ms. Anderson is currently the Chairman of the Denver Gold Group.  Ms. Anderson holds a Master of Business Administration degree with a specialization in finance from the Wharton School at the University of Pennsylvania and a Bachelor of Science degree in Telecommunications Systems from Ohio University.

William H. Heissenbuttel, 52, Vice President Corporate Development since February 2007.

Mr. Heissenbuttel brings more than 25 years of corporate finance experience with 20 of those years in project and corporate finance in the metals and mining industry. From January 2015 to June 2016, he served as Vice President Operations for the Company, and from April 2006 through January 2007, he was Manager Corporate Development for the Company.  Mr. Heissenbuttel served as Senior Vice President from 2000 to 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 then as 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 and a Bachelor of Arts degree in Political Science and Economics from Northwestern University.

Mark Isto, 57, Vice President Operations since July 2016.

Mr. Isto has 34 years of experience in mining engineering, mine management and project development, most of which included international experience.  He previously served as Executive Director, Project Evaluation for RGLD Gold (Canada) Inc., a wholly owned subsidiary of the Company, since January 2015.  Prior to that, he served as Vice President Operations for First Nickel Inc. from May 2012 to December 2014, and served as the Vice President and Senior Vice President levels in the Projects Group at Kinross Gold Corp. from October 2006 to May 2012.  He served as Mine General Manager of Golden Sunlight Mines, Inc. (Placer Dome America) from January 2004 to October 2006, and he previously held numerous other management positions in Placer Dome’s global operations, including Chief Engineer, Mine Superintendent, Project Director and Senior Advisor over a nearly 25 year career.  Mr. Isto holds a Bachelor of Science degree in Mining Engineering from Montana College of Mineral Science and Technology, as well as a Master of Business Administration degree in Business Administration from the University of Nevada — Reno.

Bruce C. Kirchhoff, 58, Vice President, General Counsel since February 2007 and Secretary since July 2013.

Mr. Kirchhoff has over 30 years of experience representing hardrock, industrial minerals, mineral exploration and development companies.  From 2004 through 2007, Mr. Kirchhoff was a partner with the law firm Carver Kirchhoff Schwarz McNab & Bailey, LLC.  From January 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 1986 through 1996.  Mr. Kirchhoff holds a J.D. from the University of Denver, a Master of Science in Mineral Economics from the Colorado School of Mines, and a Bachelor of Arts degree in Anthropology from Colorado College.

	Proposal #1: ELECTION OF CLASS III DIRECTORS
		Our Board recommends a vote FOR each director nominee

The Company’sOur Board of Directors consists of seven directors divided into three classes of Directors, with eachclasses. Each class of Directors servingserves for a staggered three-year term andterm. The Class III directors elected at our 2020 annual meeting will serve until our 2023 annual meeting or until their successors are duly elected and qualified.  The Company’squalified or their earlier death or resignation. Our nominees for these Class III directorships are Fabiana Chubbs, Kevin McArthur, and Sybil Veenman. In September 2020, current Class I Directors are Messrs. JensenIII director, Christopher Thompson, notified us of his intention not to stand for reelection to our Board at the annual meeting and Sokalsky;to retire from the Class II Directors are Messrs. Hayes and Vance; and the Class III Directors areBoard on that date. After a thorough search process, our Board has nominated Ms. Veenman and Messrs. Haase, McArthur and Thompson.

As previously disclosed, Mr. Haase is not standingChubbs to stand for re-electionelection to the Board at the Annual Meeting.annual meeting as a new director to replace Mr. Haase’s decision notThompson. Mr. McArthur and Ms. Veenman are currently serving on our Board and were most recently elected by stockholders at our 2017 annual meeting. Each nominee was nominated by our Board based on the recommendation of the CNG Committee. In making these nominations, our Board and CNG Committee considered each nominee’s experiences, qualifications, and skills as described below. Each nominee has consented to stand for re-election was notserve as a resultdirector if elected. We have no reason to believe that any of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.  The Board of Directors does not immediately plan to fill Mr. Haase’s board vacancy following the Annual Meeting.

If the proxy is properly completed and received in time for the Annual Meeting, and if the proxy does not indicate otherwise, the represented sharesnominees will be voted “FOR” Kevin C. McArthur, Christopher M.T. Thompson and Sybil E. Veenman.  If any nomineeunable or unwilling for election as a Class III Director should refuse or be unablegood cause to serve (an eventif elected. However, if that is not anticipated), the proxy willoccurs, proxies may be voted for another person nominated as a substitute nominee who is designated by the Board or the Board may reduce the number of Directors.  Each Class III Director elected shall serve until the 2020 Annual Meeting, or until his or her successor is elected and qualified.

directors.

VOTE REQUIRED FOR APPROVAL

The Company’s Amended and Restated Bylaws (“Bylaws”) require that each DirectorEach director must 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.present. This means that the number of shares voted “FOR”for a Director nominee must exceed the votes cast “AGAINST” that Director nominee.  In a contested election (where the number of nominees exceedsshares voted against 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 is expected to be an uncontested election, and the majority vote standard will apply.  If anominee. Each nominee who is currently serving as a Director is not elected at the Annual Meeting, Delaware law provides that the Director would continue to serve on the Board ashas tendered to the Board a “holdover Director.”  Under the Company’s Bylaws, each Director nominee who is serving as a Director has submitted a conditionalcontingent, irrevocable resignation that becomeswill become effective only if such Director is not electedthe nominee fails to receive the required majority vote and the Board accepts the resignation. In that situation,If a nominee who is currently serving on the Board does not receive a majority of the votes cast, the CNG Committee wouldwill make a recommendation to the Board of Directors on whether to accept or reject the resignation or whether to takesome other action.action should be taken. The Board of Directors will act, ontaking into account the recommendation of the CNG Committee’s recommendationCommittee, and publicly disclose its decision and the rationale behind itits decision within 90 days fromafter the date of the certification of the election results. Absent a determination by the Board that it is in the best interest of the Company for a Director who fails to be elected to remain on the Board, the Board will accept the resignation.  The Director who tenders his or her resignationdirector at issue will not participate in the discussion or decision of the BoardBoard.

14               ROYAL GOLD, INC.

Table of Directors.  IfContents

Proposal 1

BOARD OF DIRECTORS

A BALANCED BOARD

An effective board consists of individuals with a nominee who was not already serving asdiverse set of skills and experience that aligns with our business strategy. Each director contributes a Director failsdistinct perspective to receivepromote the best interests of Royal Gold and our stakeholders. Our CNG Committee has identified a majoritynumber of votes cast with respect to his or her election at the Annual Meeting, Delaware law providessubstantive areas of expertise that the nominee does not serve on the Board as a “holdover Director.”  Eachwhole should represent. The following table describes these core competencies:

		Audit Committee Financial Expert		All members of the AF Committee are audit committee financial experts. These directors understand, advise on, and oversee our capital structure, financing and investing activities, financial reporting, and internal controls.
		Board Service at Other Public Companies		Board service at other public companies provides additional understanding of corporate governance practices and trends, board management, oversight of senior management, and succession planning.
		Business Development and Marketing		Prior responsibility for growth and strategic decision making is critical to the oversight of our business, including the development and assessment of our core business strategy, planning, and marketing.
		CEO or CFO Experience		Experience serving as a CEO, CFO, or other C-suite executive, and the hands-on leadership experience that comes with it, is valuable in core management areas such as preparation and adherence to budgets, strategic planning, financial reporting, compliance, and risk management.
		Corporate Governance Experience		A deep understanding of a board’s duties and responsibilities to all stakeholders enhances board effectiveness and ensures independent oversight that is aligned with stockholder interests.
		Finance Experience		A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting, critically evaluating our performance, and ensuring our ability to grow our stream and royalty portfolio.
		Geology and Mining Engineering		Knowledge and experience in geology and mining engineering is important to our business model as a company that evaluates, acquires, and manages precious metal stream and royalty interests.
		Industry and Mining Experience		Experience in mine operations, mine finance, and the mining industry gives valuable insight into the operational and financial issues facing our existing and potential future stream and royalty counterparties.
		Industry Association Participation		Many of our directors are or have been active members of mining industry associations such as the World Gold Council, National Mining Association, and Nevada Mining Association, giving them exposure to trends in the industry and continued visibility to decision-makers at global mining companies.
		International Business Experience		Our directors have served as executives in global mining organizations, which provides them with unique insight into growing a business globally.
		Leadership Experience		Skills developed from senior positions in numerous organizations leading operational, technical, business development, accounting, finance, legal, and other teams are passed on to our management team to foster talent growth among the current and next generation of our leadership.
		Legal and Compliance Experience		Our Board benefits from directors who possess a broad range of legal skills, including with respect to regulatory matters, negotiation, corporate compliance, litigation, and dispute resolution.
		Reputation in the Industry		Our directors are well known in the industry and held in high regard by their peers.
		Risk Management		Our directors can support management in recognizing, managing, and mitigating key risks such as cybersecurity, regulatory compliance, competition, finance and financial reporting, brand integrity, talent development, and succession planning.
		ESG Experience		Experience with sound environmental, social, and governance (“ESG”) practices helps to ensure that our business model is designed to be sustainable into the future.

2020 PROXY STATEMENT               15

Table of the Class III Director nominees are currently serving on the Board of Directors.

Information concerning the nominees for election as Directors is set forth below under “Board of Directors.”

Contents

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”Proposal 1

EACH OF THE CLASS III BOARD QUALITIES

BOARD BIOGRAPHIES

Below is biographical information about our director nominees and continuing directors. Director qualifications and experience are also summarized on page 9.

DIRECTOR NOMINEES

Below, we provide the names, position with the Company, periods of service and experience of the Company’s Directors.  The persons who are nominated for election as Class III Directors at the Annual Meeting are indicated with an asterisk *.  Each Director brings a strong and unique background and skillset to the Board including, among others, public company board service, long histories of significant leadership positions, and industry experience in the areas of mining, operations, accounting, administration, finance, business development and marketing, law, international business and risk management.  The qualifications and experience of our Directors are summarized on page ii.

WILLIAM M. HAYES		Class II Director (Term expires 2019 Ms. Chubbs has served as a director of Lithium Americas Corp. (TSX and NYSE: LAC) since June 2019. Ms. Chubbs served as Chief Financial Officer of Eldorado Gold Corporation from 2011 to April 2018. She joined Eldorado in 2007 and led treasury and risk management functions until accepting the Chief Financial Officer position. Prior to Eldorado, Ms. Chubbs was a Senior Manager with PwC Canada. During her ten years at PwC Canada, she specialized in audits of public mining and technology companies. Ms. Chubbs started her career in her native Argentina, with experience divided between PwC Argentina and IBM. Ms. Chubbs holds dual degrees from the University of Buenos Aires, a Certified Public Accountant bachelor’s degree and a Bachelor of Business Administration degree. She is a Chartered Public Accountant in Canada.
New Class III Director Nominee Independent If Elected, Audit and Finance Committee Member Audit Committee Financial Expert
		Independent Director since 2008QUALIFICATIONS AND EXPERIENCE			Retired Mining Executive
			Chairman of the Board of Directors since May 2014and Committee Experience		Audit Committee Financial Expert
	ChairmanChair of the Audit and FinanceRisk Committee and member of the Nominating, Compensation, Governance, and Leadership Development Committee of Lithium Americas
			Leadership Experience Executive experience at an international mining organization
			International Mining Experience Previous executive at a Canadian gold mining company with international mining operations
			Age 72Finance Experience

CURRENT BOARD AND/OR EXECUTIVE POSITIONS

PREVIOUS BOARD AND/OR EXECUTIVE POSITIONS

EDUCATION

QUALIFICATIONS AND EXPERIENCE

16               ROYAL GOLD, INC.

Table of Contents

CURRENT BOARD AND/OR EXECUTIVE POSITIONSProposal 1

PREVIOUS BOARD AND/OR EXECUTIVE POSITIONSKEVIN McARTHUR, 65

EDUCATION

QUALIFICATIONS AND EXPERIENCE

CURRENT BOARD AND/OR EXECUTIVE POSITIONS