Pursuant to Section 13 or 15(d) of 
the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): May 25, 2016




(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):


☐            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))







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


On May 25, 2016, International Tower Hill Mines Ltd. (the “Company”) held its 2016 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 15, 2016.


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

59,484,923 74,272 0



Proposal Two — Election of Directors.


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



Votes Cast For

Votes Withheld

Broker Non-Votes

Stephen A. Lang 53,108,519 130,547 6,350,129
Anton J. Drescher 38,486,690 14,752,376 6,350,129
John J. Ellis 53,066,449 172,617 6,350,129
Mark R. Hamilton 53,069,749 169,317 6,350,129
Thomas S. Weng 53,093,449 145,617 6,350,129


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, 2016. 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

59,489,982 69,213



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


Broker Non-Votes

52,121,567 671,736 420,763 6,350,129





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.
Dated: May 26, 2016 By: /s/ Thomas Irwin
  Name: Thomas Irwin
  Title: President and Chief Executive Officer