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): February 6, 2014

 

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: 001-34018

 

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))

 

 
 

 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

 

Cash Compensation

 

Cash Bonuses

 

On February 6, 2014, the Board of Directors of Gran Tierra Energy Inc. (the “Company” or “Gran Tierra Energy”), upon the recommendation of the Compensation Committee, approved the following cash bonuses for the following Named Executive Officers of the Company with respect to performance for fiscal year 2013:

 

Name 2013 Bonus

Dana Coffield

President and Chief Executive Officer

 $600,000* ($564,122 USD)

Shane O’Leary

Chief Operating Officer

 $400,000* ($376,081 USD)

James Rozon

Chief Financial Officer

 $300,000*    ($282,061 USD)

Duncan Nightingale

President, Gran Tierra Energy Columbia

 $250,000*  ($235,051 USD)

David Hardy

General Counsel, Vice President, Legal, and Secretary

 $280,000* ($263,257 USD)

*Denotes amount in Canadian dollars. Amount in parentheses denotes U.S. dollars at an exchange rate of CAD$1.0636 as at December 31, 2013.

 

 
 

 

Fiscal Year 2014 Compensation Arrangements

 

On February 6, 2014, the Board of Directors of the Company approved, upon the recommendation of the Compensation Committee, the following 2014 base salaries and target bonuses for the following Named Executive Officers of the Company, effective as of January 1, 2014:

 

Name Base Salary Target Bonus(1)

Dana Coffield

President and Chief Executive Officer

$459,000*

($431,553 USD)

 100%

Shane O’Leary

Chief Operating Officer

$396,000*

($372,320 USD)

 80%

James Rozon

Chief Financial Officer

$344,500*

($323,900 USD)

 80%

Duncan Nightingale

President, Gran Tierra Energy Columbia

$336,000*

($315,908 USD)

 

 60%

David Hardy

General Counsel, Vice President, Legal, and Secretary

$321,000*

($301,805 USD)

 70%
     

*Denotes amount in Canadian dollars. Amount in parentheses denotes U.S. dollars at an exchange rate of CAD$1.0636 as at December 31, 2013.

(1) Target bonus amounts are expressed as a percentage of the corresponding 2014 base salary.

 

Equity Grants

 

On February 6, 2014, the Board of Directors of the Company approved, upon the recommendation of the Compensation Committee, under the Company’s 2007 Equity Incentive Plan, as amended, the following grants of non-statutory stock options (“NSOs”) for shares of common stock of the Company and restricted stock awards (“RSUs”) to the following Named Executive Officers of the Company:

 

 
 

 

 

Name Stock Options(1) Restricted Stock Units(2)

Dana Coffield

President and Chief Executive Officer

 260,000 95,000

Shane O’Leary

Chief Operating Officer

 215,000 80,000

James Rozon

Chief Financial Officer

 165,000 60,000

Duncan Nightingale

President, Gran Tierra Energy Columbia

75,000

 

 25,000

David Hardy

General Counsel, Vice President, Legal, and Secretary

 100,000 35,000
     

 

(1) The stock options will be granted on the third business day after general public release of the Company’s annual revenues for the fiscal year ended December 31, 2013 unless the trading window is closed for any reason on such date in which case the grant date will occur on the first day such trading window is reopened, with an exercise price equal to the closing price of Gran Tierra Energy common stock on that date. The stock options entitle the holder of the stock options, following vesting of the stock option, to acquire the underlying number of shares by paying the exercise price for such shares. The stock options will terminate after five years, or earlier if the executive officer ceases to provide services to Gran Tierra Energy.

 

(2) The RSUs were granted on February 6, 2014, and entitle the holder of the RSU to receive the underlying number of shares of Gran Tierra Energy common stock upon vesting of such shares. The RSUs will vest as to 1/3 of the shares subject to such awards on each March 1, 2015, March 1, 2016 and March 1, 2017.

 

 
 

 

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: February 12, 2014 GRAN TIERRA ENERGY INC.
   
  By:  /s/ David Hardy
    David Hardy
General Counsel, Vice President Legal, and Secretary