Business Context and Reporting Period
This Form 8-K reports the results of the 2025 Annual Meeting of Stockholders held by Gran Tierra Energy Inc. on May 2, 2025. The filing details the voting outcomes for the election of directors, the ratification of the independent auditor, and the advisory approval of executive compensation.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
No material financial changes are reported in this document. The primary events are the successful election of the board of directors and the ratification of the auditor.
Outlook, Risks, and Voting Results
Proposal 1: Election of Directors
All nine nominees were elected to serve until the 2026 Annual Meeting. The vote tabulation is as follows:
| Nominee | Votes For | Votes Against | Abstaining | Broker Non-Votes |
|---|---|---|---|---|
| Gary S. Guidry | 15,247,118 | 405,814 | 46,800 | 6,478,874 |
| Peter J. Dey | 14,663,804 | 963,211 | 72,717 | 6,478,874 |
| Evan Hazell | 15,122,962 | 526,804 | 49,966 | 6,478,874 |
| Robert B. Hodgins | 14,865,010 | 773,101 | 61,621 | 6,478,874 |
| Alison Redford | 14,853,478 | 783,977 | 62,277 | 6,478,874 |
| Ronald W. Royal | 15,162,337 | 476,247 | 61,147 | 6,478,875 |
| Sondra Scott | 14,708,680 | 925,095 | 65,957 | 6,478,874 |
| David P. Smith | 15,203,723 | 431,152 | 64,856 | 6,478,875 |
| Brooke Wade | 14,915,227 | 721,575 | 62,930 | 6,478,874 |
Proposal 2: Ratification of Auditor
Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Votes For: 20,896,939
- Votes Against: 895,614
- Abstaining: 386,053
Proposal 3: Executive Compensation
Stockholders approved, on an advisory basis, the compensation of named executive officers.
- Votes For: 14,320,480
- Votes Against: 1,014,963
- Abstaining: 364,288
Investor Verification Checklist
- Verify the definitive proxy statement filed on March 18, 2025, for detailed biographies of the elected directors and full compensation disclosures.
- Confirm the total number of shares outstanding and the quorum status at the May 2, 2025 meeting.
- Review the "Against" vote percentages for directors, noting that Peter J. Dey and Sondra Scott received the highest number of dissenting votes among the nominees.
- Check subsequent filings for the company's 2025 financial results, as this 8-K contains no financial metrics.