Gran Tierra Energy Inc.: shareholders approve share purchase agreement

What happened

• The filing reports that on Oct 9, 2026, Gran Tierra Energy Inc. held a special meeting of stockholders and its stockholders approved the Share Sale and Purchase Agreement among the Company, Gran Tierra Energy International Holdings GmbH, Maurel & Prom Andina S.A.S. and Établissements Maurel et Prom S.A., and the transactions contemplated thereby (the “Sale”), which the filing says may be considered to constitute the sale of substantially all of the Company’s property and assets within the meaning of Section 271 of the General Corporation Law of the State of Delaware.
• The filing also reports an advisory (non-binding) vote on compensation that may be paid to named executive officers in connection with the Share Purchase Agreement and the Sale, and that the Company issued a press release on Oct 9, 2026 announcing the stockholder approvals.

Key details

• Record date: Sep 14, 2026; issued and outstanding common stock: 35,380,429 shares; shares present or represented by proxy at the meeting: 19,390,935 (54.81%).
• Sale Proposal vote: 19,351,115 for, 32,492 against, 7,328 abstaining.
• Compensation Proposal (advisory) vote: 9,557,007 for, 9,658,068 against, 175,860 abstaining.
• Adjournment Proposal vote: 19,304,196 for, 62,742 against, 23,997 abstaining; because there were sufficient votes to approve the Sale Proposal, a vote on the Adjournment Proposal was not necessary.
• The filing states that consummation of the transactions under the Share Purchase Agreement is subject to satisfaction or waiver of closing conditions and, assuming those conditions are met, the Company expects closing to occur by Dec 31, 2026.

Why it may matter

• Item 5.07 is reported (submission of matters to a vote of security holders), covering approval of the Share Purchase Agreement, an advisory compensation vote and an adjournment proposal; Item 8.01 is reported (other events) for the press release announcing the approvals.
• A filing does not show why the insider traded or why the company acted.