Shareholders at International Tower Hill Mines (THM) back board, pay and auditors

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

International Tower Hill Mines Ltd. reported the results of its 2026 Annual General Meeting. Shareholders elected all seven director nominees, with each receiving more than 50% of votes cast, so no director must tender a resignation under the company’s Majority Voting in Director Elections policy.

Shareholders also ratified Davidson & Company LLP as auditors for the year ending December 31, 2026, with 205,175,870 votes for and 378,627 withheld. On a non-binding basis, shareholders approved compensation for the named executive officers, with 180,276,425 votes for. Investors favored holding future advisory votes on executive pay every year, with 180,602,181 votes supporting an annual frequency.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification votes for: 205,175,870 votes Auditor ratification votes withheld: 378,627 votes Say-on-pay votes for: 180,276,425 votes +3 more

6 metrics

Auditor ratification votes for 205,175,870 votes Ratification of Davidson & Company LLP for year ending December 31, 2026

Auditor ratification votes withheld 378,627 votes Ratification of Davidson & Company LLP

Say-on-pay votes for 180,276,425 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 743,128 votes Advisory approval of named executive officer compensation

Annual frequency votes 180,602,181 votes Preference for one-year frequency of say-on-pay votes

Highest director support example 180,904,656 votes for Election of director nominee Andrew Cole

Key Terms

Majority Voting in Director Elections, broker non-votes, non-binding advisory basis, named executive officers, +1 more

5 terms

Majority Voting in Director Elections regulatory

"no director is required to submit his resignation pursuant to the Company’s “Majority Voting in Director Elections” Policy"

broker non-votes financial

"Votes Withheld | | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis regulatory

"The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers."

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

named executive officers financial

"the compensation of the Company’s named executive officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual General Meeting of Shareholders regulatory

"held its 2026 Annual General Meeting of Shareholders."

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/29/2026 - 04:30 PM

FAQ

What did International Tower Hill Mines (THM) shareholders decide at the 2026 AGM?

Shareholders elected all seven director nominees and ratified Davidson & Company LLP as auditors for 2026. They also approved executive compensation on an advisory basis and supported holding future say-on-pay votes every year.

Were all International Tower Hill Mines (THM) director nominees elected?

Yes, all seven director nominees were elected, each receiving more than 50% of the votes cast. Because of this, no director is required to submit a resignation under the company’s Majority Voting in Director Elections policy.

How did International Tower Hill Mines (THM) shareholders vote on the company’s auditors?

Shareholders ratified Davidson & Company LLP as auditors for the year ending December 31, 2026. The vote recorded 205,175,870 shares for ratification and 378,627 withheld, and directors were authorized to fix the auditors’ remuneration.

Was International Tower Hill Mines (THM) executive compensation approved by shareholders?

Yes, shareholders approved the compensation of the named executive officers on a non-binding advisory basis. The vote totaled 180,276,425 shares for, 743,128 against, 250,943 abstentions, and 24,284,006 broker non-votes, indicating overall support for the pay program.

How often will International Tower Hill Mines (THM) hold say-on-pay votes?

Shareholders expressed a preference for annual advisory votes on executive compensation. The one-year frequency option received 180,602,181 votes, exceeding the two-year, three-year, and abstain choices, and the company plans to follow this annual schedule.

What were the broker non-votes at International Tower Hill Mines (THM) 2026 AGM?

Broker non-votes appeared on several proposals, including 24,284,001 or 24,284,006 shares for director elections and advisory votes. These occur when brokers do not receive specific voting instructions on non-routine matters from the beneficial owners of the shares.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents