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 4, 2025
INTERNATIONAL TOWER HILL MINES LTD.
(Exact Name of Registrant as Specified in Charter)
| British Columbia, Canada | 001-33638 | 98-0668474 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 1570-200 Burrard Street | ||
| Vancouver, British Columbia, Canada | V6C 3L6 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (604) 683-6332
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol: | Name of each exchange on which registered: | ||
| Common Shares, no par value | THM | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2025, International Tower Hill Mines Ltd. (the “Company”) held its 2025 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 16, 2025, and as amended on April 23, 2025 to amend and replace the sample proxy card.
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 | 142,505,643 | 1,944,854 | 16,672,079 | |||||||||
| Karl Hanneman | 143,473,858 | 976,639 | 16,672,079 | |||||||||
| Stuart Harshaw | 143,410,282 | 1,040,215 | 16,672,079 | |||||||||
| Marcelo Kim | 143,174,086 | 1,276,411 | 16,672,079 | |||||||||
| Edel Tully | 142,864,794 | 1,585,703 | 16,672,079 | |||||||||
| Thomas Weng | 142,798,574 | 1,651,923 | 16,672,079 | |||||||||
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, 2025. 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 | |||||
| 158,587,339 | 2,535,237 | |||||
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 | |||
| 142,209,357 | 2,241,140 | 0 | 16,672,079 |
Proposal Four – Advisory Vote on the Frequency of Shareholders’ votes on the Compensation of the Company’s Named Executive Officers’.
Upon the taking of a vote by ballot, the following results on the question of the desired frequency of future votes on the Compensation of the Company’s named executive officers (1 year, 2 years, 3 years or abstain) were obtained:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 143,210,720 | 272,720 | 910,138 | 56,919 | 19,627,079 |
In light of the voting results, the Company plans to hold future votes on the compensation of the Company’s named executive officers annually, or until the Board of Directors of the Company otherwise determine that a different frequency is in the best interest of the Company and its shareholders.
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 5, 2025 | By: | /s/ Karl Hanneman |
| Name: | Karl Hanneman | |
| Title: | President and Chief Executive Officer | |