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 29, 2014

 

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 29, 2014, International Tower Hill Mines Ltd. (the “Company”) held its 2014 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 17, 2014.

 

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

 

62,047,972

 

234,624

 

544,843

 

 

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

 

Anton J. Drescher

 

28,792,731

 

12,281,883

 

21,778,825

 

Stephen A. Lang

 

40,698,061

 

376,553

 

21,778,825

 

John J. Ellis

 

40,904,306

 

170,308

 

21,778,825

 

Mark R. Hamilton

 

40,742,181

 

332,433

 

21,778,825

 

Thomas S. Weng

 

40,741,636

 

332,978

 

21,778,825

 

 

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, 2014. 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

 

62,362,362

 

485,077

 

 

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

 

40,317,860

 

523,162

 

233,583

 

21,778,824

 

 

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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 2, 2014

By:

/s/ Tom S. Q. Yip

 

Name:

Tom S. Q. Yip

 

Title:

Chief Financial Officer

 

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