UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2010
GRAN TIERRA ENERGY INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 98-0479924 |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
Commission file number: 000-52594
300, 625 - - 11th Avenue S.W.
Calgary, Alberta, Canada T2R 0E1
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (403) 265-3221
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 (see General Instruction A.2. below):
[ ] 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-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
On June 22, 2010, Gran Tierra Energy Inc. filed a Current Report on Form 8-K to report the voting results at its 2010 Annual Meeting of Stockholders. This Form 8-K/A Amendment No. 1 is being filed to correct a typographical error with respect to the number of withheld votes for Ray Antony.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
Gran Tierra Energy Inc. held its Annual Meeting of Stockholders on June 16, 2010. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is set forth in the Gran Tierra Energy’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2010.
1. Each of the seven directors proposed by Gran Tierra Energy for re-election was elected by the following votes to serve until Gran Tierra Energy’s 2011 Annual Meeting of Stockholders or until his respective successor has been elected and qualified. The tabulation of votes on this matter was as follows:
| | Shares Voted For | | Shares Withheld |
| Dana Coffield | | 132,626,703 | | 202,244 |
| Jeffrey Scott | | 124,963,081 | | 7,865,866 |
| Walter Dawson | | 125,094,770 | | 7,734,177 |
| Verne Johnson | | 131,159,776 | | 1,669,171 |
| Nicholas G. Kirton | | 132,614,628 | | 214,319 |
| Ray Anthony | | 118,072,730 | | 14,756,217 |
| J. Scott Price | | 124,999,277 | | 7,829,670 |
There were 35,320,571 broker non-votes for this proposal.
2. Gran Tierra Energy’s stockholders approved an amendment to Gran Tierra’s 2007 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the plan from 18,000,000 shares to 23,306,100 shares. The tabulation of votes on this matter was as follows:
| Shares voted for: | 83,737,471 | |
| Shares voted against: | 46,969,453 | |
| Shares abstaining: | 2,122,023 | |
| Broker non-votes: | 35,320,571 | |
3. Gran Tierra Energy’s stockholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Gran Tierra Energy for its fiscal year ending December 31, 2010. The tabulation of votes on this matter was as follows:
| Shares voted for: | 167,746,353 | |
| Shares voted against: | 203,448 | |
| Shares abstaining: | 199,717 | |
| Broker non-votes: | 0 | |
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: June 24, 2010 | GRAN TIERRA ENERGY INC. | |
| | | | |
| | By: | /s/ Martin H. Eden | |
| | | Martin H. Eden | |
| | | Chief Financial Officer | |
