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, 2024

GRAN TIERRA ENERGY INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-34018

98-0479924

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

Identification No.)

500 Centre Street S.E.

Calgary, Alberta, Canada

T2G 1A6

(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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  • Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

GTE

NYSE American

Toronto Stock Exchange

London Stock Exchange

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 2024 Annual Meeting of Stockholders (the "Annual Meeting") on May 2, 2024. 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, 2024 (the "Proxy Statement").

Proposal 1 - Election of Directors

Gran Tierra's stockholders duly elected each of the nine nominees proposed by Gran Tierra to serve until Gran Tierra's 2025 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:

Shares Voted

Shares Voted

Shares

Broker

Nominee

For

Against

Abstaining

Non-Votes

Gary S. Guidry

9,137,028

344,833

76,672

7,403,087

Peter J. Dey

7,237,323

2,157,082

164,128

7,403,087

Evan Hazell

8,360,185

1,050,517

147,841

7,403,087

Robert B. Hodgins

8,668,131

742,098

148,302

7,403,089

Alison Redford

9,012,659

360,966

184,907

7,403,088

Ronald W. Royal

9,188,957

216,169

153,406

7,403,088

Sondra Scott

9,018,141

368,365

172,026

7,403,088

David P. Smith

9,216,562

227,949

114,021

7,403,088

Brooke Wade

9,039,228

344,591

174,713

7,403,088

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

Gran Tierra's stockholders ratified the selection of KPMG LLP as Gran Tierra's independent registered public accounting firm for the fiscal year ending December 31, 2024. The tabulation of votes on this matter was as follows:

Shares voted for:

16,151,583

Shares voted against:

765,438

Shares abstaining:

44,598

Broker non-votes:

1

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:

8,553,204

Shares voted against:

911,205

Shares abstaining:

94,123

Broker non-votes:

7,403,088

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.

Date: May 3, 2024

GRAN TIERRA ENERGY INC.

/s/ Gary Guidry

By: Gary Guidry

Title: President and Chief Executive Officer

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Gran Tierra Energy Inc. published this content on 03 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 May 2024 22:12:09 UTC.