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
February 15, 2013
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 | (IRS Employer Identification No.) |
| incorporation) | Number) |
| 2441 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. |
2013 Executive Officer Compensation
On February 15, 2013, the board of directors (the “Board”) of Ireland Inc. (the “Company”) amended the compensation packages for the Company’s executive officers. Retroactive to January 1, 2013, the Company’s executive officers will be entitled to cash compensation as follows:
| Name | Position | Annual | Performance | Performance |
| Salary | Bonus A1 | Bonus B2 | ||
| Douglas D.G. Birnie |
Chief Executive Officer,
President and Secretary |
$250,000 |
$50,000 |
$50,000 |
| Robert D. McDougal | Chief Financial Officer and Treasurer | $90,000 | None | None |
| David Z. Strickler |
Vice President of Finance and Administration |
$175,000 |
$25,000 |
$25,000 |
| 1. |
Payable upon the Company successfully completing 10 successful onsite gold extraction leach tests, the completion of which shall be reasonably determined by the Board. | |
| 2. |
Payable upon the closing price of the Company’s common stock (as quoted by the principal market or exchange on which those shares trade) exceeding $1.25 per share for 20 consecutive trading days. |
The Board also approved the grant of non-qualified stock purchase options to purchase up to 1,300,000 shares of the Company’s common stock under the Company’s 2007 Stock Incentive Plan at a price of $0.57 per share, vesting and expiring as follows:
| Douglas D.G. Birnie Chief Executive Officer, President and Secretary |
Robert D. McDougal Chief Financial Officer and Treasurer |
David Z. Strickler VP Finance and Administration |
Vesting Date |
Expiration Date |
| 75,000 | 37,500 | 50,000 | March 31, 2013 | March 31, 2018 |
| 75,000 | 37,500 | 50,000 | June 30, 2013 | June 30, 2018 |
| 75,000 | 37,500 | 50,000 | September 30, 2013 | September 30, 2018 |
| 75,000 | 37,500 | 50,000 | December 31, 2013 | December 31, 2018 |
| 150,000 |
75,000 |
100,000 |
The date that the Corporation successfully completes 10 successful onsite gold extraction leach tests, which date shall be reasonably determined by the Board. |
The date that is the 5th year anniversary of the particular vesting date. |
| 150,000
|
75,000 |
100,000 |
The
first date after the Grant Date that the closing price for the Corporation’s common stock (as quoted by the principal market or exchange on which such shares trade) exceeds $1.25 per share for 20 consecutive trading days. |
The
date that is the 5th year anniversary of the particular vesting date. |
| 600,000 | 300,000 | 400,000 | Total |
2
Each of the options granted to Messrs. Birnie, McDougal and Strickler will automatically vest and become exercisable upon the occurrence of a change in control of the Company.
| ITEM 8.01 | OTHER EVENTS. |
Grant of Options to Independent Director
Effective February 15, 2013 (the "Grant Date"), Ireland Inc. (the "Company") granted to its sole independent director non-qualified stock options to purchase an aggregate of 300,000 shares of the Company’s common stock under the Company’s 2007 Stock Incentive Plan at an exercise price of $0.57 per share. The options vest, and expire, as follows:
| Number of Options to Vest | Vesting Date | Expiration Date |
| 75,000 | March 31, 2013 | March 31, 2018 |
| 75,000 | June 30, 2013 | June 30, 2018 |
| 75,000 | September 30, 2013 | September 30, 2018 |
| 75,000 | December 31, 2013 | December 31, 2018 |
| 300,000 | Total |
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: February 15, 2013 | By: | /s/ Douglas D.G. Birnie | |
| Name: | Douglas D.G. Birnie | ||
| Title: | CEO and President | ||
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