Gran Tierra (NYSE: GTE) investors back full director slate, KPMG and executive pay at 2026 meeting

Rhea-AI Filing Summary

Gran Tierra Energy Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 8, 2026. Stockholders elected five directors—Gary S. Guidry, Robert B. Hodgins, Alison Redford, Ronald W. Royal, and Brooke Wade—to serve until the 2027 annual meeting.

Guidry received 12,614,259 votes for and 5,823,845 against, with 61,635 abstentions and 4,310,250 broker non-votes. Vote counts for the other directors were similar, indicating broad but not unanimous support.

Stockholders ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 17,093,544 votes for, 5,687,961 against, and 28,484 abstentions. They also approved, on an advisory basis, the compensation of Gran Tierra’s named executive officers, with 12,483,761 votes for, 5,918,465 against, 97,513 abstentions, and 4,310,250 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for KPMG LLP: 17,093,544 shares Votes against KPMG LLP: 5,687,961 shares Say-on-pay votes for: 12,483,761 shares +4 more

7 metrics

Votes for KPMG LLP 17,093,544 shares Ratification of auditor for fiscal year ending December 31, 2026

Votes against KPMG LLP 5,687,961 shares Ratification of auditor proposal

Say-on-pay votes for 12,483,761 shares Advisory vote on named executive officer compensation

Say-on-pay votes against 5,918,465 shares Advisory vote on named executive officer compensation

Broker non-votes on directors 4,310,250 shares Each of five director election proposals

Votes for Gary S. Guidry 12,614,259 shares Election of director

Votes against Gary S. Guidry 5,823,845 shares Election of director

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"the number of broker non-votes with respect to each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the selection of KPMG LLP as Gran Tierra’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"Advisory Vote to Approve Named Executive Officer Compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"the compensation of Gran Tierra’s named executive officers, as disclosed in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Stockholders financial

"Gran Tierra held its 2026 Annual Meeting of Stockholders on May 8, 2026"

Understanding 8-K Material Events →

false 0001273441 0001273441 2026-05-08 2026-05-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 8, 2026

GRAN TIERRA ENERGY INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-34018		98-0479924
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer 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-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))

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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 8, 2026. 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 17, 2026 (the “Proxy Statement”).

Proposal 1 - Election of Directors

Gran Tierra’s stockholders duly elected each of the five nominees proposed by Gran Tierra to serve until Gran Tierra’s 2027 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:

Nominee		Shares Voted For		Shares Voted Against		Shares Abstaining		Broker Non-Votes
Gary S. Guidry		12,614,259		5,823,845		61,635		4,310,250
Robert B. Hodgins		12,644,729		5,805,015		49,995		4,310,250
Alison Redford		12,559,307		5,852,219		88,213		4,310,250
Ronald W. Royal		12,498,040		5,932,519		69,180		4,310,250
Brooke Wade		12,558,581		5,857,907		83,251		4,310,250

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, 2026. The tabulation of votes on this matter was as follows:

Shares voted for:			17,093,544
Shares voted against:			5,687,961
Shares abstaining:			28,484
Broker non-votes:			0

Proposal 3 – Advisory Vote to Approve 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:			12,483,761
Shares voted against:			5,918,465
Shares abstaining:			97,513
Broker non-votes:			4,310,250

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 12, 2026	GRAN TIERRA ENERGY INC.
	/s/ Gary S. Guidry
	By:	Gary S. Guidry
	Title:	President and Chief Executive Officer

FAQ

What did Gran Tierra Energy Inc. (GTE) stockholders decide at the 2026 annual meeting?

Gran Tierra stockholders elected five directors, ratified KPMG LLP as auditor, and approved executive compensation on an advisory basis. These routine governance items confirm the company’s board slate, audit firm, and pay practices for the 2026 fiscal year.

Were all Gran Tierra (GTE) director nominees elected at the 2026 annual meeting?

Yes, all five director nominees were elected to serve until the 2027 annual meeting. Each nominee received more votes for than against, with several million broker non-votes reported, confirming continued board continuity and governance stability for Gran Tierra Energy.

How did Gran Tierra Energy (GTE) shareholders vote on the KPMG LLP auditor ratification?

Shareholders ratified KPMG LLP as Gran Tierra’s independent registered public accounting firm for 2026. The vote totaled 17,093,544 shares for, 5,687,961 against, and 28,484 abstaining, with no broker non-votes reported on this proposal, supporting continued engagement with KPMG.

What were the results of Gran Tierra’s (GTE) advisory vote on executive compensation?

Stockholders approved the compensation of Gran Tierra’s named executive officers on an advisory basis. The vote was 12,483,761 shares for, 5,918,465 against, 97,513 abstentions, and 4,310,250 broker non-votes, indicating majority support but with a meaningful number of opposing votes.

How many broker non-votes occurred on Gran Tierra (GTE) director elections and say-on-pay?

Each director election and the advisory vote on executive compensation recorded 4,310,250 broker non-votes. Broker non-votes arise when intermediaries lack voting instructions on non-routine items, affecting quorum statistics but not counted as votes for or against proposals.

What is the term length for the directors elected at Gran Tierra’s 2026 meeting?

Each of the five directors elected at the 2026 annual meeting will serve until the 2027 Annual Meeting of Stockholders, or until a successor is duly elected and qualified. This maintains Gran Tierra’s standard one-year board terms for all listed directors.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB