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8-K

International Tower Hill Mines Ltd (THM)

8-K 2026-05-29 For: 2026-05-27
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Added on May 30, 2026
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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<br> or Other Jurisdiction (Commission (IRS<br> Employer
of<br> Incorporation) File<br> Number) Identification<br> No.)
1570-200 Burrard Street
--- ---
Vancouver,<br> British Columbia, Canada V6C 3L6
(Address<br> of Principal Executive Offices) (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
¨ Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
¨ Pre-commencement<br> 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<br> of each class: Trading<br> Symbol: Name<br> of each exchange on which <br><br> registered:
Common<br> 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 ofSecurity 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