Item 5.07. Submission of Matters to a Vote of Security Holders
Proposal 1 - Election of Directors
Gran Tierra's stockholders duly elected each of the nominees proposed by Gran Tierra to serve until Gran Tierra's 2023 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:
Shares Voted Shares Voted Shares Broker Nominee For Against Abstaining Non-Votes Gary S. Guidry 103,665,849 2,705,019 335,573 70,556,916 Peter J. Dey 87,911,653 16,790,829 2,003,958 70,556,916 Evan Hazell 101,024,231 3,687,499 1,994,709 70,556,916 Robert B. Hodgins 99,364,937 5,271,675 2,069,828 70,556,916 Alison Redford 102,220,046 2,277,191 2,209,202 70,556,916 Ronald W. Royal 102,253,165 2,332,143 2,121,131 70,556,916 Sondra Scott 99,637,172 4,984,846 2,084,421 70,556,916 David P. Smith 102,123,557 2,587,313 1,995,570 70,556,916 Brooke Wade 99,835,833 4,866,966 2,003,641 70,556,916
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
Gran Tierra's stockholders ratified the selection of
Shares voted for: 170,088,249 Shares voted against: 6,495,233 Shares abstaining: 679,874 Broker non-votes: 0
Proposal 3 - Approval of 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: 94,910,820 Shares voted against: 10,923,981 Shares abstaining: 871,640 Broker non-votes: 70,556,915
Proposal 4 - Approval of the Preferred Frequency of Solicitation of Stockholders Advisory Votes on the Compensation of Gran Tierra's Named Executive Officers
Gran Tierra's stockholders approved, on an advisory basis, "Every Year" as the preferred frequency of solicitation of stockholder advisory votes on the compensation of Gran Tierra's named executive officers. The tabulation of votes on this matter was as follows:
Every Year: 88,490,938 Every Two Years: 1,655,691 Every Three Years: 9,191,649 Shares Abstaining: 7,353,011 Broker non-votes: 70,572,067
At the Annual Meeting, in accordance with the recommendation of the Board of Directors, Gran Tierra's stockholders approved, on an advisory basis, "Every Year" as the preferred frequency of solicitation of stockholder advisory votes on the compensation of Gran Tierra's named executive officers. In accordance with these results and its previous recommendation, the Board of Directors determined that future advisory votes on named executive compensation will be held every year until the next required advisory vote on the frequency of stockholder votes on the compensation of named executive officers, which Gran Tierra expects to hold no later than its 2028 Annual Meeting of Stockholders.
Proposal 5 - Approval of 2007 Equity Incentive Plan, as amended
Gran Tierra's stockholders approved the 2007 Equity Incentive Plan, as amended. The tabulation of votes on this matter was as follows:
Shares voted for: 71,854,873 Shares voted against: 33,685,877 Shares abstaining: 1,165,690 Broker non-votes: 70,556,915
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