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 24, 2017
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth companyo
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.o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 24, 2017, International Tower Hill Mines Ltd. (the “Company”) held its 2017 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 18, 2017.
Proposal One — Fixing Number of Directors.
The number of directors was fixed at eight. The voting results were as follows:
Votes Cast For | Votes Cast Against | Shares Represented But Not Voted |
84,925,384 | 692,014 | 8,378,945 |
Proposal Two — Election of Directors.
The shareholders elected all eight nominees named in the proxy statement. The voting results were as follows:
Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes |
Marcelo Kim | 85,040,156 | 702,240 | 8,378,946 |
Stephen Lang | 85,123,521 | 618,876 | 8,378,946 |
Anton Drescher | 76,704,364 | 9,038,033 | 8,378,946 |
John Ellis | 76,994,869 | 8,747,520 | 8,378,946 |
Mark Hamilton | 84,974,596 | 767,801 | 8,378,946 |
Thomas Weng | 85,117,923 | 624,473 | 8,378,946 |
Thomas Irwin | 85,134,238 | 608,158 | 8,378,946 |
Victor Flores | 85,022,423 | 719,973 | 8,378,946 |
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, 2017. 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 |
93,660,931 | 335,412 |
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 |
84,170,485 | 1,015,271 | 431,641 | 8,378,946 |
Proposal Five —Vote on the Issuance of Common Shares to Thomas Irwin
The shareholders approved the issuance of 265,454 common shares to Thomas Irwin. The voting results were as follows:
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
84,188,110 | 1,415,847 | 188,440 | 8,378,946 |
Proposal Six — Vote on the Approval of the Company’s 2017 Deferred Share Unit Incentive Plan.
The shareholders approved the Company’s 2017 Deferred Share Unit Incentive Plan. The voting results were as follows:
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
74,895,424 | 10,624,989 | 221,985 | 8,378,946 |
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: May 25, 2017 | By: | /s/ Karl Hanneman |
Name: | Karl Hanneman | |
Title: | President and Chief Executive Officer |