Additional Proxy Soliciting Materials (definitive) (defa14a)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

 

Filed by the Registrant   x                              Filed by a Party other than the Registrant   ¨

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¨		Preliminary Proxy Statement
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨		Definitive Proxy Statement
x		Definitive Additional Materials
¨		Soliciting Material under §240.14a-12

 

Gran Tierra Energy Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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April 12, 2017

 

Re:

Annual Meeting of the Stockholders of Gran Tierra Energy Inc. (“Gran Tierra”) – May 3, 2017 Supplemental Information Related to Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation

 

Dear Stockholder,

 

We are writing to ask for your support for Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation at our 2017 Annual Meeting of the Stockholders (the “Annual Meeting”) and to clarify information included in our definitive Proxy Statement filed with the Securities and Exchange Commission on March 20, 2017 (the “2017 Proxy Statement”).

 

The Board of Directors of Gran Tierra, after taking into account shareholder and institutional investor feedback, has determined that no employment agreements entered into between Gran Tierra and our executive officers going forward will include any provisions that provide for:

 

·

Excise tax gross-ups; or

 

·

Change in control “Single” or “Modified Single” triggers of severance payments or equity vesting accelerations.

 

We urge you to read the 2017 Proxy Statement for information regarding the reasons Gran Tierra’s Board of Directors is recommending a vote “FOR” Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation. The Proxy Statement and Annual Report for 2016 are available at http://www.grantierra.com/investor-relations/2017-annual-meeting.html.

 

	Sincerely,
	/s/ Gary S. Guidry
	Gary S. Guidry
	President and CEO

 

 

900, 520 3rd Avenue SW, Calgary, Alberta, Canada

[phone] Fax [phone]

www.grantierra.com