Additional Proxy Soliciting Materials (definitive) (defa14a)
April 15 2016 - 11:04AM
Edgar (US Regulatory)
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 Registrant
o
Check the appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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INTERNATIONAL
TOWER HILL MINES LTD.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities
to which transaction applies:
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(2)
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Aggregate number of securities
to which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value
of transaction:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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Suite 2300
1177 West Hastings St.
Vancouver, BC
Canada V6E 2K3
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2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE-AND-ACCESS NOTIFICATION TO SHAREHOLDERS
You are receiving this notification as
International Tower Hill Mines Ltd. (the “Company”) has decided to use the notice and access model for delivery of
meeting materials for its 2016 Annual General Meeting (“Meeting”) to its registered and Canadian beneficial shareholders.
This Notice and Access Notification regarding the Meeting is prepared under the notice-and-access rules that came into effect on
February 11, 2013 under National Instrument 54-101
Communication with Beneficial Owners of Securities of a Reporting Issuer”.
Under notice and access, shareholders still receive a proxy or voting instruction form enabling them to vote at the Meeting.
However, instead of a paper copy of the Notice of Meeting and Proxy Statement/Information Circular (“Proxy Statement”)
and 2015 Annual Report (“2015 AR”), shareholders receive this notice with information on how they may access such materials
electronically. The use of this alternative means of delivery is more environmentally responsible as it will help reduce paper
use and also will reduce the cost of printing and mailing materials to shareholders.
MEETING DATE AND LOCATION
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Date & Time:
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Wednesday, May 25, 2016 at 9:00 a.m. PDT
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Place:
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McCarthy Tetrault LLP
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Suite 2400 – 745 Thurlow Street
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Vancouver, British Columbia
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Canada
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Only shareholders who own common shares
of the Company at the close of business on the record date of
April 4, 2016 may vote at the Meeting or any adjournment or postponement
of the Meeting.
AT THE MEETING, SHAREHOLDERS WILL BE
ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:
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1.
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Fixing Number of Directors
: Shareholders will be asked to fix the number of directors of
the Company at five (5). Information can be found in the “Proposal One - Fixing Number of Directors” section of the
Proxy Statement.
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2.
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Election of Directors
: Shareholders will be asked to elect five (5) directors for the ensuing
year. Information can be found in the “Proposal Two - Election of Directors” section of the Proxy Statement.
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3.
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Appointment of Independent Auditors
: Shareholders will be asked to appoint PricewaterhouseCoopers
LLP as the Company’s independent auditors for the fiscal year ending December 31, 2016, and to authorize the Company’s
directors to fix their remuneration. Information can be found in the “Proposal Three - Appointment of Independent Auditors”
section of the Proxy Statement.
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4.
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Advisory Approval of Executive Compensation
: Shareholders will be asked to approve an advisory,
non-binding resolution on the compensation of the Company’s named executive officers as described in the Proxy Statement.
Information can be found in the “Compensation Discussion and Analysis” and “Proposal Four - Advisory Vote on
Compensation of the Named Executive Officers” section of the Proxy Statement.
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5.
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Other Business
: Shareholders may be asked to consider other items of business that may be
properly brought before the Meeting. Information respecting the use of discretionary authority to vote on any such other business
can be found in the “Proxy Instructions” section of the Proxy Statement.
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SHAREHOLDERS ARE REMINDED TO
VIEW
THE MATERIALS FOR THE MEETING
PRIOR
TO VOTING
WEBSITE WHERE MEETING MATERIALS ARE
POSTED:
http://www.ithmines.com/investors/agm/
Materials for the Meeting and the 2015
AR may also be viewed online at
www.sedar.com
under the Company’s profile.
HOW TO OBTAIN PAPER COPIES OF THE MEETING
MATERIALS AND 2015 AR:
Shareholders may request that paper copies
of the materials for the Meeting and the 2015 AR be sent to them by postal delivery at no cost to them by either calling the Company
at 1-888-770-7488 (toll free) or by sending a written request to our offices at the address below:
Suite 2300 - 1177 West
Hastings Street
Vancouver, British
Columbia
Canada V6E 2K3
Attention: Corporate
Secretary
Shareholders may also access the materials
for the Meeting and the 2015 AR through the internet by going to the Company’s website at:
http://www.ithmines.com/investors/agm/
or by sending an email to
Lawrence.Talbot@ithmines.com
or
mritchie@ithmines.com
and requesting a copy be sent to them by e-mail.
Requests may be made up to one (1) year
from the date the Proxy Statement was filed on SEDAR, but requests should be received at least five (5) business days in advance
of May 20, 2016, being the proxy cut-off date for voting at the Meeting, in order to receive the materials for the Meeting in advance
of the proxy cut-off date for the Meeting.
VOTING:
Registered shareholders
are
asked to return their proxies using one of the following methods at least one business day in advance of May 20, 2016, being the
proxy cut-off date for the Meeting:
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INTERNET:
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www.investorvote.com
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TELEPHONE:
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1-866-732-VOTE (8683) Toll Free
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MAIL:
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Computershare Investor Services Inc., Proxy Dept.
100 University Avenue, 8th Floor, Toronto, Ontario, CANADA
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Non-registered holders
are asked to use the Voting Instruction Form provided by Computershare or Broadridge, as applicable, and RETURN IT TO COMPUTERSHARE
OR BROADRIDGE, as applicable (
not to the Company
), or vote through the Internet or by telephone as indicated on the Voting
Instruction Form, in each case as soon as practicable to ensure that it is transmitted on time. It must be received by Computershare
or Broadridge, as applicable, with sufficient time for them to file a proxy by the proxy deadline of May 20, 2016.
Shareholders with questions about notice-and-access
can email the Company at
Lawrence.Talbot@ithmines.com
.
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