Current Report Filing (8-k)
May 04 2017 - 4:31PM
Edgar (US Regulatory)
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 3, 2017
GRAN TIERRA ENERGY INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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001-34018
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98-0479924
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Submission of Matters to a Vote of Security Holders
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Gran Tierra Energy Inc. (“
Gran
Tierra
”) held its 2017 Annual Meeting of Stockholders (the “
Annual Meeting
”) on May 3,
2017, 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 20, 2017 (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 2018 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
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Shares Voted For
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Shares Voted Against
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Shares Abstaining
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Gary S. Guidry
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168,954,809
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39,220,856
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138,602
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Peter Dey
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201,469,239
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6,711,700
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133,328
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Evan Hazell
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207,117,628
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1,058,111
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138,528
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Robert B. Hodgins
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159,933,362
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48,244,587
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136,318
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Ronald Royal
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206,960,369
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1,228,030
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125,868
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David P. Smith
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207,135,217
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1,058,632
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120,418
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Brooke Wade
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196,865,119
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4,159,134
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137,007
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There were 47,242,801 broker non-votes for this proposal.
Proposal 2 – Ratification of Appointment
of Independent Registered Public Accounting Firm
Gran Tierra’s stockholders ratified
the selection of Deloitte LLP as the independent registered public accounting firm of Gran Tierra for 2017. The tabulation of votes
on this matter was as follows:
Shares voted for:
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215,470,860
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Shares voted against:
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39,958,108
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Shares abstaining:
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128,100
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Broker non-votes:
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0
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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:
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191,055,465
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Shares voted against:
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9,441,616
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Shares abstaining:
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7,817,186
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Broker non-votes:
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47,242,801
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Proposal 4 – Approval of the Preferred
Frequency of Solicitation of Stockholder Advisory Votes on the Compensation of Gran Tierra’s Named Executive Officers
Gran Tierra’s stockholders approved,
on an advisory basis, “Every Year” as the preferred frequency of solicitation of stockholder advisory votes on the
compensation of Gran Tierra’s named executive officers. The tabulation of votes on this matter was as follows:
Every Year
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192,947,715
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Every Two Years
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220,592
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Every Three Years
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8,658,481
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Shares Abstaining:
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1,044,981
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Broker non-votes:
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47,242,801
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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: May 4, 2017
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GRAN TIERRA ENERGY INC.
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By:
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/s/ Gary S. Guidry
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Name:
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Gary S. Guidry
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Title:
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President & Chief Executive Officer
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