International Tower Hill Mines Ltd

1. 1

   Fixing Number of Directors

   ManagementBoard: FOR

   Shareholders to fix the number of directors for the time being at seven.

   More detail

   Proposal One asks shareholders to approve fixing the Company’s board size at seven directors. Management is seeking shareholder approval because the Board recently appointed an additional director (Andrew Cole on April 1, 2026) and the current chartered number of directors remains at six; formal approval ensures the board's composition aligns with its operational needs. The vote is routine corporate housekeeping, not linked to a transaction, compensation change, or material governance shift. Approval requires a simple majority and the Board unanimously recommends a vote FOR, emphasizing continuity and the Board’s view that seven members are appropriate given current oversight and project needs. No material controversy or shareholder opposition is noted in the Proxy Statement. Given the Board’s unanimous recommendation and the uncontested nature of the election, the practical risk of shareholder rejection is low, and failure to approve would create a mismatch between intended and fixed board size requiring corrective action at a subsequent meeting. Investors should note this is a standard governance proposal with limited strategic risk but with operational implications for Board composition and committee assignments.

2. 2

   Election of Directors

   ManagementBoard: FOR

   Elect each of the seven nominees named in the Proxy Statement to serve until the next annual meeting.

3. 3

   Appointment of Auditors

   ManagementBoard: FOR

   Appoint Davidson & Company LLP as auditors for fiscal year ending December 31, 2026 and authorize the Board to fix their remuneration.

4. 4

   Advisory Vote on Compensation of the Named Executive Officers ("Say on Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.

   More detail

   Proposal Four requests non-binding shareholder approval of the Company’s executive compensation disclosures and overall compensation approach. Management frames this as an annual advisory vote (‘Say on Pay’) designed to provide shareholders an opportunity to express views on the compensation outcomes and pay practices for named executive officers. The Board and Compensation Committee recommend a vote FOR, stating they will consider the advisory results when reviewing compensation programs. The proxy describes compensation design emphasizing alignment with long-term shareholder value using equity-based incentives (options and DSUs), a historically subjective approach to annual bonuses tied to operational milestones, and recent increases in CEO salary tied to increased CEO time commitment. Key context includes the Company’s stage (development-focused Livengood Gold Project), significant Paulson ownership influence, and recent financing events that increased capital to advance the project — factors that bear on pay-for-performance assessment. While advisory only, an unfavorable vote could prompt management to engage with shareholders and potentially adjust compensation practices; conversely, strong support validates current policies. The Board’s recommendation and the entrenched equity plan structures make passage likely, but investors should assess pay versus performance metrics and governance alignment given large insider ownership and the role of equity awards in executive pay.

5. 5

   Advisory Vote on Frequency of Shareholders’ Votes on Executive Compensation ("Say on Frequency

   ManagementBoard: FOR

   Advisory, non-binding vote by shareholders to select the frequency (1, 2, or 3 years) of future advisory votes on executive compensation; Board recommends every one year.

   More detail

   Proposal Five seeks a non-binding determination from shareholders on how frequently advisory votes on executive compensation should be held. Management recommends annual votes, arguing they provide more regular shareholder feedback and ensure executive pay remains aligned with current company performance and strategy. The choice is advisory; if no alternative receives majority, the option with the most votes will be considered. Given the Company’s governance practices and Board recommendation, annual frequency is likely to be selected, maintaining current cadence. The board’s emphasis on annual engagement reflects the Company’s active development phase and the desire to align management incentives frequently with project milestones and capital deployment decisions. Investors may consider the administrative burden vs. feedback value when choosing frequency.

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When is the International Tower Hill Mines Ltd 2026 annual meeting?

International Tower Hill Mines Ltd (THM) holds its 2026 annual shareholder meeting on Wednesday, May 27, 2026.

What is the record date for the International Tower Hill Mines Ltd 2026 meeting?

The record date for the International Tower Hill Mines Ltd 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for International Tower Hill Mines Ltd's 2026 meeting?

The board is presenting 7 director nominees at the International Tower Hill Mines Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the International Tower Hill Mines Ltd 2026 meeting?

Shareholders will vote on 5 proposals at the International Tower Hill Mines Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.