Business Context and Reporting Period
This Form 8-K reports on the results of the Annual Meeting of Stockholders held by Gran Tierra Energy Inc. on June 24, 2015. The filing details the voting outcomes for director elections, executive compensation, and the ratification of the independent auditor.
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
1. Election of Directors
All nominees proposed by Gran Tierra were elected to serve until the 2016 Annual Meeting. There were 39,565,152 broker non-votes for this proposal.
| Nominee | Votes For | Votes Withheld |
|---|---|---|
| J. Scott Price | 184,616,209 | 4,843,607 |
| Gary S. Guidry | 187,660,830 | 3,488,669 |
| Peter Dey | 187,881,289 | 3,268,210 |
| Evan Hazell | 172,828,665 | 18,320,834 |
| Robert B. Hodgins | 176,493,690 | 14,655,809 |
| Ronald Royal | 188,037,636 | 3,111,863 |
| David P. Smith | 188,037,123 | 3,112,376 |
| Brooke Wade | 188,049,434 | 3,100,065 |
2. Executive Compensation (Say-on-Pay)
Stockholders approved, on an advisory basis, the compensation of named executive officers.
- Votes For: 182,894,762
- Votes Against: 6,967,112
- Abstentions: 1,287,625
- Broker Non-Votes: 39,565,152
3. Ratification of Independent Auditor
Stockholders ratified the selection of Deloitte LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015.
- Votes For: 228,449,624
- Votes Against: 2,037,514
- Abstentions: 227,513
- Broker Non-Votes: 0
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. For detailed descriptions of the matters voted upon, the filing refers to the definitive proxy statement filed on May 15, 2015.
Investor Verification Checklist
- Verify the total number of shares outstanding to calculate the percentage of votes withheld for directors Evan Hazell and Robert B. Hodgins, which were higher than other nominees.
- Review the May 15, 2015 Proxy Statement for the specific compensation details approved in the advisory vote.
- Confirm the impact of the 39,565,152 broker non-votes on the quorum and voting thresholds for the director election and compensation proposal.