Notice of 2021 Annual Meeting of Stockholders
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TO OUR STOCKHOLDERS, We invite you to attend the Annual Meeting of Gran Tierra Energy Inc., (“Gran Tierra” or the “Company”) which will be on May 5, 2021 at 1:30 p.m. Mountain Time. This year’s Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting of Stockholders online, vote your shares electronically and submit your questions during the meeting by visiting www.meetingcenter.io/296994452. The attached Notice of Annual Meeting of Stockholders and Proxy Statement describes the business to be conducted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to submit your vote via the internet, telephone or mail. I encourage you to read our 2020 Annual Report for additional information about Gran Tierra’s operating and financial results in 2020. Our teams in Colombia, Ecuador and Canada rose to meet the many challenges of 2020 through their diligent management of COVID-19 safety protocols and sharp focus on maintaining and increasing the value of our assets. Throughout the course of the first half of 2020, we took quick decisive action to protect our balance sheet by deferring our capital program, reducing our well workover activities, implementing cost saving initiatives, and shutting in higher-cost, lower-production minor fields, all while preserving the long-term value of our asset base. During the second half of 2020, we realized and solidified our many cost saving initiatives, while cautiously planning a restart of our workovers and minor fields, as well as our development drilling program which commenced during the fourth quarter of 2020. Our key objective during the second half of 2020 was restarting our workover and drilling operations to economically rebuild production to achieve strong 2020 reserves replacement. With our workover and drilling campaigns charging ahead, production growing, and a new lower cost structure in place, we believe we have successfully positioned the Company to thrive in 2021 and beyond. As difficult as 2020 was, Gran Tierra never faltered in its commitment to the health and safety of our people and all of our stakeholders. As a result, we achieved our best safety year on record with a Lost Time Incident frequency of zero during 2020. Suspending and restarting oil fields, drilling and workover operations and construction projects are the highest risk activities that we face in the industry and our team did an excellent job. Health and safety will continue to be a focus in 2021 through our industry-leading COVID-19 safety practices and protocols. In addition, our ‘Beyond Compliance Policy’ continues. Where Gran Tierra identifies significant opportunities and benefits to the environment and communities, we voluntarily strive to go beyond what is legally required to protect the environment and provide social benefits, because it is the right thing to do On behalf of our Board of Directors and the team at Gran Tierra, I want to thank all of our stakeholders for their continued support. Sincerely, /s/ Gary S. Guidry Gary S. Guidry President and Chief Executive Officer March 25, 2021 Notice of Meeting Annual Meeting of the Stockholders of Gran Tierra Energy Inc. Record Date: Date: Time: Location: March 9, 2021 Wednesday, May 5, 2021 1:30 p.m. Virtual-only meeting via live webcast (Mountain Time) online at www.meetingcenter.io/ 296994452 The business of the meeting is to: 1. Elect the eight nominees specified in the accompanying proxy statement to serve as directors. 2. Ratify the appointment of KPMG LLP as Gran Tierra’s independent registered public accounting firm for 2021. 3. Approve, on an advisory basis, the compensation of Gran Tierra’s named executive officers as disclosed in the accompanying proxy statement. 4. Approve Gran Tierra’s 2007 Equity Incentive Plan, as amended, as more particularly described in the accompanying proxy statement. 5. Conduct any other business properly brought before the meeting. These items of business are more fully described in the proxy statement accompanying this notice. This notice and the attached proxy statement are first being mailed to our stockholders beginning on March 25, 2021. Holders of shares on March 9, 2021, the record date, are entitled to notice of, and to vote at, our meeting or any adjournment thereof. In light of the COVID-19 pandemic and to mitigate the risks to the health and safety of our community, stockholders and employees, Gran Tierra will be holding its annual meeting in a virtual-only format by way of webcast accessed at www.meetingcenter.io/296994452 and no physical or in-person meeting will be held. A virtual-only meeting will provide all stockholders an equal opportunity to participate at the annual meeting regardless of their geographic location or the particular constraints, circumstances or risks they may be facing as a result of COVID-19. Stockholders will be able to attend the Annual Meeting of Stockholders online and vote their shares electronically and submit questions during the meeting. If you are a registered stockholder, to attend the Annual Meeting and vote your shares electronically and submit questions during the meeting, you will need the control number included on the Notice of Internet Availability of Proxy Materials or proxy card that accompanied your proxy materials. If you are the beneficial owner of shares held in “street name”, you must request and obtain a valid proxy from your broker or other agent in order to attend the Annual Meeting and vote your shares electronically and submit questions during the meeting. We are using the “Notice and Access” method of providing proxy materials to our stockholders which provides our stockholders with a convenient way to access the proxy materials and vote, while allowing us to lower the costs of printing and distributing the proxy materials and reduce the environmental impact of our meeting. We will mail to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) in lieu of a paper copy of our proxy materials. Stockholders receiving the Notice may review the proxy materials online or request a paper copy by following the instructions set forth in the Notice. Please submit your proxy or voting instructions on the Internet or by telephone promptly by following the instructions about how to view the proxy materials on your Notice of Internet Availability of Proxy Materials so that your shares can be voted, regardless of whether you expect to attend the annual meeting. If you received your proxy materials by mail, you may submit your proxy or voting instructions on the Internet or by telephone, or you may submit your proxy by marking, dating, signing and returning the enclosed proxy/confidential voting instruction card. If you attend the annual meeting, you may withdraw your proxy and vote in person. By order of the Board of Directors /s/ Gary S. Guidry Gary S. Guidry President and Chief Executive Officer Calgary, Alberta, Canada March 25, 2021 Proxy Statement Table of Contents PROXY STATEMENT SUMMARY 1 2020 Corporate Performance Goals and Scores 42 Actual Annual Cash Bonuses Earned for 2020 45 Long-Term Equity Incentive Program 45 QUESTIONS AND ANSWERS ABOUT THE PROXY 2020 PSUs Granted 45 MATERIALS AND 2021 ANNUAL MEETING 4 Stock Options 47 Equity Awards Granted During 2020 48 Benefits 48 PROPOSAL 1: ELECTION OF DIRECTORS 10 Share Ownership Guidelines 48 Clawback Provisions 49 Nominees for Director 11 Prohibition on Speculative Trading of Company Stock 49 The Board’s Role and Responsibilities 21 Employment Agreements 49 Board Structure and Processes 22 Say on Pay Advisory Vote on Executive Compensation 49 Information Regarding Committees of the Board of Report of the Compensation Committee 50 Directors 25 Director Compensation 28 EXECUTIVE COMPENSATION 51 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF Summary Compensation Table 51 SELECTION OF INDEPENDENT AUDITORS 31 2020 Grants of Plan-Based Awards 52 Report of the Audit Committee 31 Outstanding Equity Awards at December 31, 2020 53 Principal Accountant Fees and Services 32 2020 Option Exercises and Stock Vested 54 Estimated Potential Payments 56 PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 34 PROPOSAL 4: AMENDMENT AND RESTATEMENT OF Security Ownership of Certain Beneficial Owners and 2007 EQUITY INCENTIVE PLAN 57 Management 34 Executive Officers 36 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 65 COMPENSATION DISCUSSION AND ANALYSIS 38 Philosophy and Objectives of our Executive Compensation Program 38 STOCKHOLDER PROPOSALS 65 Responsibilities for Executive Compensation 39 Assessment of Company Performance 39 Role of the Independent Compensation Consultant 40 HOUSEHOLDING OF PROXY MATERIALS 65 Risk Considerations 40 Compensation Peer Group – 2020 40 Elements of Our Compensation Program 41 OTHER MATTERS 66 Base Salary 41 Short Term Incentives – Cash Bonus 41 Assessment of Individual Performance 42 APPENDIX A-1 Proxy Statement Summary This summary highlights information contained elsewhere within this proxy statement. You should read the entire proxy statement carefully and consider all information before voting. Page references are supplied to help you find further information in this proxy statement. This summary does not contain all of the information you should consider, and we encourage you to read the entire proxy statement before voting. References to “we”, “us”, “our”, “Gran Tierra” or the “Company” are to Gran Tierra Energy Inc. This proxy statement is first being mailed to our stockholders beginning on March 25, 2021. Holders of shares on March 9, 2021, the record date, are entitled to notice of, and to vote at, our meeting or any adjournment thereof. Important Notice Regarding the Availability of Materials for the 2021 Annual Meeting of Shareholders to be Held on May 5, 2021: The proxy statement and our Annual Report for the fiscal year ended December 31, 2020 are available free of charge at http://www.edocumentview.com/GTE.