UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 1, 2015
Date of Report (Date of
earliest event reported)
IRELAND INC.
(Exact name
of registrant as specified in its charter)
| NEVADA | 000-50033 | 91-2147049 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| incorporation) |
| 2360 West Horizon Ridge Parkway, Suite 100 | |
| Henderson, NV | 89052 |
| (Address of principal executive offices) | (Zip Code) |
(702) 932-0353
Registrant's telephone
number, including area code
NOT APPLICABLE
(Former name or former
address, if changed since last report)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
2015 Executive Officer Compensation
Effective as of April 1, 2015, the Board of Directors for Ireland Inc. (the “Company”) fixed the annual independent consulting fee payable to DOSA Consulting, LLC for the services of Douglas D.G. Birnie to act as the Corporation’s Chief Executive Officer, President and Secretary at $70,000.
Effective April 1, 2015, the Board fixed the annual cash compensation for the following executive officers as follows:
| Name | Position | Annual Salary |
| Robert D. McDougal | Chief Financial Officer and Treasurer | $90,000 |
| David Z. Strickler, Jr. | Chief Operating Officer | $200,000 |
The Board also granted non-qualified stock purchase options to those executive officers for the purchase of up to 3,500,000 shares of the Company’s common stock under the Company’s 2007 Stock Incentive Plan at a price of $0.40 per share, vesting and expiring as follows:
| Number of Options to Vest | Vesting Date |
Expiration Date | ||||||
| Douglas D.G. Birnie Chief Executive Officer, President and Secretary |
Robert D. McDougal Chief Financial Officer and Treasurer |
David Z. Strickler, Jr. Chief Operatin g Officer | ||||||
| 300,000 | 50,000 | 75,000 | Apr. 1, 2015 | Mar. 31, 2020 | ||||
| 300,000 | 50,000 | 75,000 | Jun. 30, 2015 | Jun. 30, 2020 | ||||
| 300,000 | 50,000 | 75,000 | Sept. 30, 2015 | Sept. 30, 2020 | ||||
| 300,000 | 50,000 | 75,000 | Dec. 31, 2015 | Dec. 31, 2020 | ||||
| 150,000 | 100,000 | 150,000 |
The date that the Corporation completes the re-assay of all 35 drill holes completed during the Corporation’s 2007-2010 drill programs and located within the North and South Sand Zones of the Columbus Project, provided that these options shall not vest unless (a) the re-assaying program is completed on or before Dec. 31, 2015; and (b) the average grade among all of the re-assayed drill samples is significantly greater than the average grade of the original assays for the same samples. Whether any increase in average grade is significant, and the date that the above vesting conditions have been satisfied, if at all, shall be as determined by the independent directors of the Corporation, acting reasonably. |
If these options do not vest on or before Dec.
31, 2015, the expiration date for these If these options vest on or before Dec. 31, 2015, the expiration date for these options shall be the 5th year anniversary of the particular vesting date. | ||||
| 150,000 | 100,000 | 150,000 |
The first date after the date of these resolutions that the closing price for the Corporation’s common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.20 per share for 20 consecutive trading days. |
The date that is the 5th year anniversary of the particular vesting date. | ||||
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| Number of Options to Vest | Vesting Date |
Expiration Date | ||||||
| Douglas D.G. Birnie Chief Executive Officer, President and Secretary |
Robert D. McDougal Chief Financial Officer and Treasurer |
David Z. Strickler, Jr. Chief Operatin g Officer | ||||||
| 1,500,000 | 400,000 | 600,000 | Total | |||||
Each of the options granted to the executive officers will automatically vest and become exercisable upon the occurrence of a change in control of the Company.
| ITEM 8.01 | OTHER EVENTS. |
Independent Director Cash Compensation
Effective April 1, 2015, the Board of Directors for Ireland Inc. (the “Company”) fixed the annual gross cash compensation payable to the Company’s independent directors at $12,000 each.
Grant of Options to Independent Directors
Effective April 1, 2015, the Company granted to its independent directors non-qualified stock options to purchase an aggregate of 1,000,000 shares of the Company’s common stock under the Company’s 2007 Stock Incentive Plan at an exercise price of $0.40 per share. The options vest, and expire, as follows:
| Number of Options to Vest | |||
| Mark H. Brennan | Steven A. Klein | Vesting Date | Expiration Date |
| Independent Director | Independent Director | ||
| 125,000 | 125,000 | Apr. 1, 2015 | Mar. 31, 2020 |
| 125,000 | 125,000 | Jun. 30, 2015 | Jun. 30, 2020 |
| 125,000 | 125,000 | Sept. 30, 2015 | Sept. 30, 2020 |
| 125,000 | 125,000 | Dec. 31, 2015 | Dec. 31, 2020 |
| 500,000 | 500,000 | Total | |
Each of the options granted to the independent directors will automatically vest and become exercisable upon the occurrence of a change in control of the Company.
SIGNATURE
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.
| IRELAND INC. | |||
| Date: April 8, 2015 | |||
| By: | /s/ Douglas D.G. Birnie | ||
| Name: | Douglas D.G. Birnie | ||
| Title: | Chief Executive Officer | ||
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