International Tower Hill Mines Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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 | |