UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 2, 2018
____________________
| GRAN TIERRA ENERGY INC. | ||
| (Exact Name of Registrant as Specified in its Charter) | ||
| ____________________ | ||
| Delaware | 001-34018 | 98-0479924 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| Suite 900, 520-3 Avenue SW Calgary, Alberta, Canada T2P 0R3 | ||
|
(Address of Principal Executive Offices) (Zip Code) | ||
| (403) 265-3221 | ||
| (Registrant’s Telephone Number, Including Area Code) | ||
____________________
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 of Security Holders |
Gran Tierra Energy Inc. (“Gran Tierra”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on May 2, 2018, in Calgary, Alberta, Canada. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of (1) the number of votes for, against or abstaining for each director, (2) the number of votes for, against or abstaining for each other matter, and (3) the number of broker non-votes with respect to each matter. A more complete description of each matter is set forth in Gran Tierra’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2018 (the “Proxy Statement”).
Proposal 1 – Election of Directors
Gran Tierra’s stockholders duly elected each of the nominees proposed by Gran Tierra to serve until Gran Tierra’s 2019 Annual Meeting of Stockholders or until their respective successor has been duly elected and qualified. The tabulation of votes on this matter was as follows:
|
Nominee |
Shares Voted For |
Shares Voted Against |
Shares Abstaining |
Broker Non- Votes |
| Gary S. Guidry | 251,999,810 | 2,871,037 | 102,320 | 40,955,145 |
| Peter Dey | 234,580,058 | 20,225,933 | 167,176 | 40,955,145 |
| Evan Hazell | 252,083,779 | 2,736,822 | 152,566 | 40,955,145 |
| Robert B. Hodgins | 237,499,122 | 17,331,323 | 142,722 | 40,955,145 |
| Ronald Royal | 252,029,571 | 2,787,933 | 155,663 | 40,955,145 |
| Sondra Scott | 240,203,256 | 14,551,869 | 218,042 | 40,955,145 |
| David P. Smith | 252,073,934 | 2,737,113 | 162,120 | 40,955,145 |
| Brooke Wade | 240,119,610 | 14,697,548 | 156,009 | 40,955,145 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
Gran Tierra’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm of Gran Tierra for 2018. The tabulation of votes on this matter was as follows:
| Shares voted for: | 293,584,187 |
| Shares voted against: | 2,227,204 |
| Shares abstaining: | 116,921 |
| Broker non-votes: | 0 |
| 2 |
Proposal 3 – Approval of Named Executive Officer Compensation
Gran Tierra’s stockholders approved, on an advisory basis, the compensation of Gran Tierra’s named executive officers, as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:
| Shares voted for: | 239,450,925 |
| Shares voted against: | 14,316,273 |
| Shares abstaining: | 1,205,969 |
| Broker non-votes: | 40,995,145 |
| 3 |
SIGNATURES
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.
| Dated: May 3, 2018 | GRAN TIERRA ENERGY INC. | |||
| By: | /s/ Gary S. Guidry | |||
| Name: | Gary S. Guidry | |||
| Title: | President & Chief Executive Officer | |||
| 4 |