INTERNATIONAL TOWER HILL MINES LTD
For the period ended May 29, 2024. Filed Apr 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2024 · Filed Apr 19, 2024
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DEF 14A 1 tm242860d1_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,** DC 20549**
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the** Securities Exchange Act of 1934 (Amendment No. )**
Filed by the Registrant x
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| x | Definitive Proxy Statement |
|---|
| o | Definitive Additional Materials |
|---|
| o | Soliciting Material under to §240.14a-12 |
|---|
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
SUITE 1570, 200 BURRARD STREET VANCOUVER, BC V6C 3L6
TEL: 604-683-6332
FAX: 604-408-7499
NOTICE OF 2024 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
To** Be Held May 29, 2024**
To the Shareholders of INTERNATIONAL TOWER HILL MINES LTD.:
NOTICE IS HEREBY GIVEN that the 2024 Annual General and Special Meeting (the “Meeting”) of the shareholders of International Tower Hill Mines Ltd. (the “Company”) will be held at the offices of McCarthy Tetrault LLP, Suite 2400 - 745 Thurlow Street, Vancouver, British Columbia, on Wednesday, May 29, 2024, at 9:30 a.m. (Pacific Daylight Time), for the following purposes:
| 1. | To receive the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2023 (with comparative statements relating to the preceding fiscal period) together with the report of the auditor thereon; |
| 2. | To elect each of the six persons named in the Company’s Information Circular/Proxy Statement as directors of the Company, to hold office until the Company’s next annual general meeting of shareholders or until such director’s successor is elected and qualified; |
| 3. | To appoint Davidson & Company LLP as auditors/independent registered public accountants of the Company for the fiscal year ending December 31, 2024 and to authorize the Company’s board of directors to fix the auditors’ remuneration; |
| 4. | To conduct an advisory vote on the compensation of the named executive officers; |
| 5. | To re-approve the Company’s 2017 Deferred Share Unit Incentive Plan and approve any unallocated deferred share units or entitlements issuable pursuant to such plan; |
| 6. | To re-approve the Company’s 2006 Incentive Stock Option Plan and approve any unallocated options issuable pursuant to such plan; and |
| 7. | To transact any other business that may properly come before the Meeting and any postponements or adjournments thereof. |
The Company has fixed the close of business on April 11, 2024 as the record date for the determination of shareholders who are entitled to receive notice of, and to vote at, the Meeting. The transfer books of the Company will not be closed. Only shareholders of record as of the close of business on April 11, 2024 are entitled to receive notice of and to vote at the Meeting and any postponements or adjournments thereof. The accompanying Information Circular/Proxy Statement provides additional information relating to the matters to be dealt with at the Meeting and is incorporated into this notice. It is important that your Common Shares are represented and voted at the Meeting. For that reason, whether or not you expect to attend in person, please vote your Common Shares by mail, telephone or through the Internet as detailed in the Information Circular/Proxy Statement, Notice and Access Notice and Proxy/Voting Instruction Form.
Shareholders are strongly encouraged to vote their Common Shares in advance of the Meeting. Instructions for voting your Common Shares in advance of the Meeting by mail, telephone or through the Internet are detailed in the accompanying Information Circular/Proxy Statement. Shareholders who wish to observe proceedings at the Meeting will be able to join the Meeting in person or by conference call at +1-866-832-4451 or +1-416-406-3844, access code 8766704. The only matters addressed at the Meeting will be the formal business of the Meeting described in this Notice. There will not be a follow-up corporate presentation or question period provided by management or the Chair of the Board.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Debbie Evans
Debbie Evans,
Corporate Secretary
Vancouver, British Columbia, Canada
April 11, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual General and Special Meeting of Shareholders to be Held on May 29, 2024: The Proxy Statement and 2023 Annual Report to Shareholders are available at the Company’s website: www.ithmines.com
| INTERNATIONAL TOWER HILL MINES LTD. | |
|---|---|
| INFORMATION CIRCULAR/PROXY STATEMENT | |
| TABLE OF CONTENTS | |
| SECTION | Page |
| Introduction | 1 |
| Voting at the Annual General and Special Meeting | 2 |
| Revocability of Proxy | 3 |
| Persons Making the Solicitation and Solicitation Costs | 3 |
| Proxy Instructions | 3 |
| Non-Registered Shareholders | 4 |
| Delivery of Shareholder Documents | 5 |
| Interest of Certain Persons or Companies in Matters to be Acted Upon | 5 |
| Proposal One – Election of Directors | 6 |
| Directors and Officers | 7 |
| Statement of Corporate Governance Practices | 11 |
| Committees of the Board | 16 |
| Security Ownership of Certain Beneficial Holders and Management | 19 |
| Compensation Discussion and Analysis | 21 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 34 |
| Indebtedness of Directors and Senior Officers | 39 |
| Interest of Informed Persons in Material Transactions | 39 |
| Management Contracts | 39 |
| Proposal Two – Appointment of Auditors | 40 |
| Report of the Audit Committee | 41 |
| Proposal Three – Advisory Vote on Compensation of the Named Executive Officers | 42 |
| Proposal Four – Re-Approval of 2017 Deferred Share Unit Incentive Plan | 43 |
| Proposal Five – Re-Approval of 2006 Incentive Stock Option Plan | 45 |
| Other Matters | 46 |
| Additional Information | 47 |
| Appendix A – 2017 Deferred Share Unit Incentive Plan | A-1 |
| Appendix B – 2006 Incentive Stock Option Plan | B-1 |
SUITE 1570, 200 BURRARD STREET VANCOUVER, BC V6C 3L6
TEL: 604-683-6332
FAX: 604-408-7499
INFORMATION CIRCULAR/PROXY STATEMENT
2024 Annual General and Special Meeting
(Information is as at April 11, 2024 except as indicated)
This information circular/proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies on behalf of management and by the board of directors (the “Board”) ofINTERNATIONAL TOWER HILL MINES LTD.(the “Company”) for use at the 2024 Annual General and Special Meeting of Shareholders (the “Meeting”) to be held at the offices of McCarthy Tetrault LLP, Suite 2400 - 745 Thurlow Street, Vancouver, British Columbia, on Wednesday, May 29, 2024, at the hour of 9:30 a.m. (Pacific Daylight Time), or any postponement or adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting. This Proxy Statement and the accompanying proxy/voting instruction form are first being sent to shareholders beginning on or about April 19, 2024.
All dollar amounts used herein are in U.S. dollars unless otherwise noted. References to C$ or CAD represent amounts denominated in Canadian dollars.
At the Meeting, shareholders will vote on the following matters, as well as any other business properly brought before the Meeting:
| · | Proposal One: To elect as directors of the Company each of the six nominees named in this Proxy Statement. The Board recommends a vote FOR each of these nominees. |
| · | Proposal Two: To appoint Davidson & Company LLP as the Company’s auditors/independent registered public accountants for the fiscal year ending December 31, 2024 and to authorize the Board to fix the auditors’ remuneration. The Board recommends a vote FOR this proposal. |
| · | Proposal Three: To provide advisory approval of the compensation of the Company’s named executive officers. The Board recommends a vote FOR this proposal. |
| · | Proposal Four: To re-approve the Company’s 2017 Deferred Share Unit Incentive Plan (the “DSU Plan”) and approve any unallocated deferred share units or entitlements issuable pursuant to such plan. The Board recommends a vote FOR this proposal. |
| · | Proposal Five: To re-approve the Company’s 2006 Incentive Stock Option Plan (the “Stock Option Plan”) and approve any unallocated options issuable pursuant to such plan. The Board recommends a vote FOR this proposal. |
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