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): June 6, 2013
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) |
Registrants 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 June 6, 2013, International Tower Hill Mines Ltd. (the Company) held its 2013 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 Companys proxy statement filed with the Securities and Exchange Commission on April 29, 2013.
Proposal One Fixing Number of Directors.
The number of directors was fixed at six. The voting results were as follows:
Votes Cast For | Votes Cast Against | Shares Represented But Not Voted | ||
66,832,193 | 484,452 | 43,132 |
Proposal Two 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 J. Drescher | 28,426,854 | 24,467,846 | 14,721,392 | |||
Timothy J. Haddon | 52,686,687 | 208,014 | 14,721,392 | |||
Mark R. Hamilton | 36,211,787 | 16,682,913 | 14,721,392 | |||
Daniel A. Carriere | 27,515,044 | 25,379,656 | 14,721,392 | |||
Roger R. Taplin | 29,490,351 | 23,404,349 | 14,721,392 | |||
Donald C. Ewigleben | 36,206,551 | 16,688,150 | 14,721,392 |
As all directors received greater than 50% of the votes cast, no director is required to submit his resignation pursuant to the Companys Majority Voting in Director Elections Policy.
Proposal Three Ratification of the Appointment and Compensation of the Companys 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, 2013. 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 | |
67,282,288 | 325,803 |
Proposal Four Advisory Vote on the Compensation of the Companys Named Executive Officers (Say on Pay).
The shareholders approved the compensation of the Companys named executive officers. The voting results were as follows:
Votes Cast For | Votes Cast Against | Broker Non-Votes | ||
44,261,270 | 8,633,431 | 14,721,391 |
Proposal Five Advisory Vote on Frequency of Say on Pay Votes.
Upon the taking of a vote by ballot, the following results on the question of the desired frequency of Say on Pay votes (1 year, 2 years, 3 years or abstain) were obtained:
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
38,638,666 | 165,362 | 13,962,423 | 47,792 | 14,801,849 |
Proposal Six Amendment to Articles to Incorporate Advance Notice Provisions with respect to Election of Directors.
The shareholders approved the amendment to the Articles of the Company to incorporate advance notice provisions with respect to the election of directors, as more described in the proxy statement. The voting results were as follows:
Votes Cast For | Votes Cast Against | Broker Non-Votes | ||
52,287,390 | 607,311 | 14,721,391 |
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 7, 2013 | By: | /s/ Tom Yip |
Name: | Tom Yip | |
Title: | Chief Financial Officer |