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 27, 2026

 

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 May 27, 2026, International Tower Hill Mines Ltd. (the “Company”) held its 2026 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 8, 2026.

 

Proposal One - Election of Directors.

 

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

 

Nominee		Votes Cast For				Votes Withheld				Broker Non-Votes
Andrew Cole			180,904,656				365,845				24,284,001
Anton Drescher			149,303,949				31,966,548				24,284,005
Karl Hanneman			180,904,426				366,071				24,284,005
Stuart Harshaw			149,586,237				31,684,259				24,284,006
Marcelo Kim			176,793,873				4,476,624				24,284,005
Edel Tully			180,880,252				390,245				24,284,005
Thomas Weng			170,095,997				11,174,499				24,284,006

 

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, 2026. 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
205,175,870		378,627

 

Proposal Three - Advisory Vote on the Compensation of the Company’s Named Executive Officers.

 

The shareholders approved, on a non-binding advisory basis, 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
	180,276,425		743,128		250,943		24,284,006

 

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 non-binding 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
180,602,181		172,633		333,508		162,175		24,284,005

 

In light of the voting results, the Company plans to hold future non-binding votes on the compensation of the Company’s named executive officers annually, or until the Board of Directors of the Company otherwise determines 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: May 29, 2026	By:	/s/ Karl Hanneman
	Name:	Karl Hanneman
	Title:	President and Chief Executive Officer