Current Report Filing (8-k)
June 05 2018 - 6:10AM
Edgar (US Regulatory)
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):
May
30, 2018
INTERNATIONAL
TOWER HILL MINES LTD.
(Exact Name of Registrant as Specified in
Charter)
British Columbia, Canada
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001-33638
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N/A
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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1177 West Hastings Street, Suite 2300
Vancouver, British Columbia, Canada
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V6E 2K3
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 May 30, 2018, International Tower Hill
Mines Ltd. (the “Company”) held its 2018 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 25, 2018.
Proposal One
— Fixing Number of Directors.
The number of directors was fixed at nine.
The voting results were as follows:
Votes
Cast For
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Votes
Cast Against
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Shares
Represented But Not Voted
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127,321,388
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219,551
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25,976,591
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Proposal Two
— Election of Directors.
The shareholders elected all nine nominees
named in the proxy statement. The voting results were as follows:
Nominee
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Votes
Cast For
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Votes
Withheld
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Broker
Non-Votes
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Damola Adamolekun
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127,034,897
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506,042
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25,976,591
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Anton J. Drescher
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126,948,082
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592,857
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25,976,591
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John J. Ellis
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127,123,484
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417,455
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25,976,591
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Karl L. Hanneman
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127,222,134
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318,805
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25,976,591
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Stuart A. Harshaw
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127,068,934
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472,005
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25,976,591
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Thomas E. Irwin
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127,151,334
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389,605
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25,976,591
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Marcelo Kim
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127,166,214
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374,725
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25,976,591
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Stephen A. Lang
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127,166,284
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374,655
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25,976,591
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Thomas S. Weng
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127,173,784
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367,155
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25,976,591
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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 Davidson & Company LLP as auditors/independent registered public accountants for the Company for the fiscal year ending
December 31, 2018. 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
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Votes
Withheld
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152,845,761
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671,769
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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
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Votes
Cast Against
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Abstentions
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Broker
Non-Votes
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126,774,653
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686,013
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80,273
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25,976,591
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Proposal Five
— Re-Approval of
the Company’s 2006 Incentive Stock Option Plan.
The shareholders re-approved the Company’s
2006 incentive stock option plan. The voting results were as follows:
Votes
Cast For
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Votes
Cast Against
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Abstentions
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Broker
Non-Votes
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99,393,364
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28,092,232
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55,343
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25,976,591
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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.
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International Tower Hill Mines Ltd.
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(Registrant)
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Dated: June 4, 2018
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By:
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/s/ Karl Hanneman
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Name:
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Karl Hanneman
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Title:
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President and Chief Executive Officer
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