UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 28, 2015
INTERNATIONAL TOWER HILL MINES LTD.
(Exact Name of Registrant as Specified in Charter)
| British Columbia, Canada | 001-33638 | N/A | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 1177 West Hastings Street, Suite 2300, Vancouver, British Columbia, Canada | V6E 2K3 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (604) 683-3332
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 28, 2015, International Tower Hill Mines Ltd. (the “Company”) held its 2015 Annual General Meeting of Shareholders. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal is set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on April 20, 2015.
Proposal One — Fixing Number of Directors.
The number of directors was fixed at five. The voting results were as follows:
Votes Cast For | Votes Cast Against | Shares Represented But Not Voted |
| 72,556,421 | 1,388,309 | 0 |
Proposal Two — Election of Directors.
The shareholders elected all five nominees named in the proxy statement. The voting results were as follows:
Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes |
| Stephen A. Lang | 52,726,135 | 171,774 | 21,303,824 |
| Anton J. Drescher | 39,143,204 | 13,754,705 | 21,303,824 |
| John J. Ellis | 42,692,810 | 10,205,099 | 21,303,824 |
| Mark R. Hamilton | 52,727,885 | 170,024 | 21,303,824 |
| Thomas S. Weng | 52,716,335 | 181,574 | 21,303,824 |
As all directors received greater than 50% of the votes cast, no director is required to submit his resignation pursuant to the Company’s “Majority Voting in Director Elections” Policy.
Proposal Three — Ratification of the Appointment and Compensation of the Company’s Auditors.
The shareholders ratified the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as auditors/independent registered public accountants for the Company for the fiscal year ending December 31, 2015. In accordance with the Articles of the Company, the directors were also authorized to fix the auditors’ remuneration. The voting results were as follows:
Votes Cast For | Votes Withheld |
| 73,535,648 | 409,805 |
Proposal Four — Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say on Pay”).
The shareholders approved the compensation of the Company’s named executive officers. The voting results were as follows:
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| 51,844,514 | 982,775 | 70,620 | 21,303,824 |
Proposal Five — Re-approval of the Company’s 2006 Incentive Stock Option Plan.
The shareholders re-approved the Company’s 2006 incentive stock option plan. The voting results were as follows:
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| 41,472,266 | 11,387,183 | 38,460 | 21,303,824 |
Proposal Six — Approval of the Continuation of the Company’s Shareholder Rights Plan.
The shareholders approved the continuation of the Company’s shareholder rights plan. The voting results were as follows:
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
| 42,298,114 | 10,583,305 | 16,490 | 21,303,824 |
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.
| International Tower Hill Mines Ltd. | ||
| (Registrant) | ||
| Dated: June 3, 2015 | By: | /s/ Thomas Irwin |
| Name: | Thomas Irwin | |
| Title: | President and Chief Executive Officer | |