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)

 

 

 

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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