Form 8-K - Current report

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, 2024

INTERNATIONAL TOWER HILL MINES LTD.

(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada	001-33638	98-0668474
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1570-200 Burrard Street
Vancouver, British Columbia, Canada		V6C 3L6
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (604) 683-6332

(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):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol:		Name of each exchange on which registered:
Common Shares, no par value		THM		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

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. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 29, 2024, International Tower Hill Mines Ltd. (the “Company”) held its 2024 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 19, 2024.

Proposal One — Election of Directors.

The shareholders elected all six nominees named in the proxy statement. The voting results were as follows:

Nominee	Votes Cast For		Votes Withheld		Broker Non-Votes
Anton Drescher		125,608,817		15,141,363		16,346,447
Karl Hanneman		140,120,328		629,852		16,346,447
Stuart Harshaw		113,971,984		26,778,196		16,346,447
Marcelo Kim		140,026,490		723,690		16,346,447
Edel Tully		139,570,076		1,180,104		16,346,447
Thomas Weng		139,683,697		1,066,483		16,346,447

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 Two — Ratification of the Appointment and Compensation of the Company’s Auditors.

The shareholders ratified the appointment of Davidson & Company LLP as auditors/independent registered public accountants for the Company for the fiscal year ending December 31, 2024. 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
	154,383,345				2,713,282

Proposal Three — Advisory Vote on the Compensation of the Company’s Named Executive Officers.

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
139,197,631		1,552,548		0		16,346,448

Proposal Four — Vote on the Re-approval of the Company’s 2017 Deferred Share Unit Incentive Plan.

The shareholders re-approved the Company’s 2017 Deferred Share Unit Incentive Plan and any unallocated deferred share units or entitlements issuable pursuant to such plan. The voting results were as follows:

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
139,449,378		1,300,802		0		16,346,447

Proposal Five — Vote on the Re-approval of the Company’s 2006 Incentive Stock Option Plan.

The shareholders re-approved the Company’s 2006 Incentive Stock Option Plan and any unallocated options issuable pursuant to such plan. The voting results were as follows:

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
125,830,530		14,919,650		0		16,346,447

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 30, 2024	By:	/s/ Karl Hanneman
	Name:	Karl Hanneman
	Title:	President and Chief Executive Officer

Cover	May 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 29, 2024
Entity File Number	001-33638
Entity Registrant Name	INTERNATIONAL TOWER HILL MINES LTD.
Entity Central Index Key	0001134115
Entity Tax Identification Number	98-0668474
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	1570-200 Burrard Street
Entity Address, Address Line Two	Vancouver
Entity Address, City or Town	Canada
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6C 3L6
City Area Code	604
Local Phone Number	683-6332
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	THM
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false