Business Context and Reporting Period
This Form 8-K reports on the results of the 2026 Annual Meeting of Stockholders held by Gran Tierra Energy Inc. on May 8, 2026. The filing details the voting outcomes for the election of directors, the ratification of the independent auditor, and an advisory vote on executive compensation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Proposal 1: Election of Directors
- All five nominees were duly elected to serve until the 2027 Annual Meeting.
- Vote Summary:
- For: Approximately 12.5 million to 12.6 million shares per nominee.
- Against: Approximately 5.8 million to 5.9 million shares per nominee.
- Abstaining: Approximately 50,000 to 88,000 shares per nominee.
- Broker Non-Votes: 4,310,250 shares for all nominees.
- Proposal 2: Ratification of Auditor
- Stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Vote Summary:
- For: 17,093,544 shares.
- Against: 5,687,961 shares.
- Abstaining: 28,484 shares.
- Broker Non-Votes: 0.
- Proposal 3: Advisory Vote on Executive Compensation
- Stockholders approved, on an advisory basis, the compensation of named executive officers.
- Vote Summary:
- For: 12,483,761 shares.
- Against: 5,918,465 shares.
- Abstaining: 97,513 shares.
- Broker Non-Votes: 4,310,250 shares.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. For a complete description of the matters voted upon, investors are referred to the definitive proxy statement filed on March 17, 2026.
Key Facts for Investor Verification
- Verify the full text of the Proxy Statement filed on March 17, 2026 for detailed biographies of directors and executive compensation specifics.
- Note the significant number of broker non-votes (4,310,250) on the director election and executive compensation proposals, indicating shares held in street name where brokers lacked discretionary voting power.
- Confirm the tenure of the newly elected directors, which extends until the 2027 Annual Meeting.
- Review the audit ratification results, which show a majority vote in favor of KPMG LLP for the 2026 fiscal year.