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THM > SEC Filings for THM > Form 8-K on 2-Jun-2014All Recent SEC Filings




Submission of Matters to a Vote of Security Holders

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

On May 29, 2014, International Tower Hill Mines Ltd. (the "Company") held its 2014 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 17, 2014.

Proposal One - Fixing Number of Directors.

The number of directors was fixed at five. The voting results were as follows:

Votes Cast For Votes Cast Against Shares Represented But Not Voted 62,047,972 234,624 544,843

Proposal Two - Election of Directors.

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

Nominee             Votes Cast For   Votes Withheld   Broker Non-Votes
Anton J. Drescher     28,792,731       12,281,883        21,778,825
Stephen A. Lang       40,698,061        376,553          21,778,825
John J. Ellis         40,904,306        170,308          21,778,825
Mark R. Hamilton      40,742,181        332,433          21,778,825
Thomas S. Weng        40,741,636        332,978          21,778,825

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 PricewaterhouseCoopers LLP, Chartered Accountants, as auditors/independent registered public accountants for the Company for the fiscal year ending December 31, 2014. 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
62,362,362 485,077

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 Votes Cast Against Abstentions Broker Non-Votes 40,317,860 523,162 233,583 21,778,824

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