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): June 23, 2016

____________________

 

Gran Tierra Energy Inc.

(Exact name of registrant as specified in its charter)

____________________

     
Nevada 001-34018 98-0479924
(State or other jurisdiction
of incorporation) 		(Commission File Number) (IRS Employer
Identification Number)
     

200, 150-13th Avenue S.W.

Calgary, Alberta, Canada

T2R 0V2

(Address of principal executive offices and 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))

  

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

Gran Tierra Energy Inc. (“ Gran Tierra ”) held its 2016 Annual Meeting of Stockholders (the “ Annual Meeting ”) on June 23, 2016, in New York, New York. 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 April 29, 2016 (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 2017 Annual Meeting of Stockholders or until his 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       
Gary S. Guidry 182,721,045 1,831,800 163,528
Peter Dey 160,345,342 23,275,723 1,095,308
Evan Hazell 183,980,504 533,700 202,169
Robert B. Hodgins 180,294,285 4,256,391 165,697
Ronald Royal 184,003,308 547,997 165,068
David P. Smith 184,030,276 526,038 160,059
Brooke Wade 180,497,647 4,053,315 165,411

 

There were 33,071,468 broker non-votes for this proposal.

 

Proposal 2 – 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: 93,638,523
Shares voted against: 86,746,948
Shares abstaining: 4,330,902
Broker non-votes: 33,071,468

 

Proposal 3 – Ratification of Appointment of Independent Auditors

 

Gran Tierra’s stockholders ratified the selection of Deloitte LLP as the independent registered public accounting firm of Gran Tierra for 2016. The tabulation of votes on this matter was as follows:

 

Shares voted for: 216,418,067
Shares voted against: 1,199,402
Shares abstaining: 162,750
Broker non-votes: 0

 

Proposal 4 – Approval of a change in Gran Tierra’s state of incorporation from the State of Nevada to the State of Delaware, pursuant to a plan of conversion

 

Gran Tierra’s stockholders approved the proposal to change Gran Tierra’s state of incorporation from the State of Nevada to the State of Delaware, pursuant to a plan of conversion. The tabulation of votes on this matter was as follows:

 

Shares voted for: 184,136,737
Shares voted against: 452,069
Shares abstaining: 127,567
Broker non-votes: 33,071,468

 

 

 

 

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.

 

Dated: June 27, 2016   GRAN TIERRA ENERGY INC.
     
     
    By:   /s/ David Hardy                            
    Name: David Hardy
    Title: V.P. Legal and General  Counsel

 

 

 

 

         

 

 

 

 

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