INTERNATIONAL TOWER HILL MINES LTD FILES (8-K) Disclosing Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 23, 2013, the Board of Directors of International Tower Hill Mines
Ltd. (the "Company") appointed Mr. Thomas Irwin as the Company's President and
Chief Executive Officer, effective January 1, 2014. Mr. Irwin, 67, has been
serving as Vice President, Alaska, since August 2012, supporting corporate
strategic initiatives as well as being responsible for technical matters for the
Company's Livengood Gold Project. Mr. Irwin previously served as Alaska General
Manager for the Livengood Gold Project from January 2012 to August 2012. Prior
to joining the Company, Mr. Irwin served as the Commissioner of the Alaska
Department of Natural Resources from 2004 to January 2012. As of the date of
this filing, the Company has not made any determination with regard to any
compensatory plan, contract, arrangement or award for Mr. Irwin in connection
with his appointment as President and Chief Executive Officer of the Company.
Mr. Irwin will succeed Don Ewigleben, who became President and Chief Executive
Officer in September 2012, after having served as the Chairman of the Board. On
December 23, 2013, Mr. Ewigleben submitted his resignation, effective December
31, 2013, after informing the Board of his desire to seek an orderly transition
now that the Company is properly organized for its present activities in view of
the current market conditions. Under the terms of Mr. Ewigleben's separation
agreement with the Company, Mr. Ewigleben will be paid an amount of $515,000.
Mr. Ewigleben has agreed to assist the Company in this transition and to that
end, the Company and Mr. Ewigleben entered into a Consulting Agreement effective
January 3, 2014. As a consultant and counsel to the Company, Mr. Ewigleben will
facilitate the orderly transfer of his responsibilities to Mr. Irwin and be
available to attend to Company matters as requested by the Board of Directors or
Mr. Irwin. Mr. Ewigleben will receive $16,667 per month during the one year term
of the Consulting Agreement. Mr. Ewigleben will be subject to non-competition
and non-solicitation covenants and has agreed to comply with all Company
policies relevant to his activities.
In addition, as part of the Company's reorganization, on December 23, 2013 Mr.
Ewigleben and, beginning on December 18, 2013, each of Messrs. Daniel Carriere,
Timothy Haddon and Roger Taplin submitted their resignations from the Board of
Directors, effective December 31, 2013. Messrs. Anton Drescher, Mark Hamilton
and Thomas Weng will remain on the Board, with Mr. Weng serving as the Lead
Independent Director of the Board.
Messrs. Drescher, Hamilton and Weng will constitute the members of each of the
Committees of the Board of Directors. Mr. Drescher will continue to be the
independent Chairman of the Audit Committee and other committee chairs are to be
Item 8.01 Other Events.
On December 23, 2013, the Company issued a press release regarding the
reorganization of senior management and its Board of Directors of the Company
effective January 1, 2014. A copy of the press release is attached to this
report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release of the Company, dated December 23, 2013, regarding
reorganization of senior management and changes to the Board of
Directors of the Company.
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