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 13, 2013

 

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 1.01. Entry into a Material Definitive Agreement.

 

On February 15, 2013, Wells Fargo Bank, NA, informed Solana Resources Ltd (“Solana”), a wholly-owned subsidiary of Gran Tierra Energy Inc., that the borrowing base amount under credit agreement between Solana, Wells Fargo Bank, NA and the other lenders thereto, has been increased to $100,000,000, which increase will continue until the next scheduled borrowing base redetermination.  Prior to this increase, the borrowing base amount was 50,000,000.

 

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 13, 2013, 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 2012:

 

Name 2012 Bonus
     

Dana Coffield

President and Chief Executive Officer

 CDN$350,000* ($351,794 USD)
     

Shane O’Leary

Chief Operating Officer

 CDN$260,000* ($261,333 USD)
     

James Rozon

Chief Financial Officer

 CDN$210,000* ($211,076 USD)
     

Júlio César Moreira

President, Gran Tierra Energy Brazil

 R$255,503** ($125,032 USD)
     

Duncan Nightingale

President, Gran Tierra Energy Colombia

 CDN$200,000* ($201,025 USD)

 

*Denotes amount in Canadian dollars. Amount in parentheses denotes U.S. dollars at an exchange rate of CAD$1.0051 as at December 31, 2012.

 

**Denotes amount in Brazilian reals. Amount in parentheses denotes U.S. dollars at an exchange rate of R$0.48936 as at December 31, 2012.

 
 

 

Fiscal Year 2013 Compensation Arrangements

 

On February 13, 2013, the Board of Directors of the Company approved, upon the recommendation of the Compensation Committee, the following 2013 base salaries and target bonuses for the following Named Executive Officers of the Company, effective as of January 1, 2013:

 

Name Base Salary Target Bonus(1)
     

Dana Coffield

President and Chief Executive Officer

CDN$425,000*

($427,179 USD)

 100%
     

Shane O’Leary

Chief Operating Officer

CDN$360,000*

($361,845 USD)

 80%
     

James Rozon

Chief Financial Officer

CDN$325,000*

($326,666 USD)

 80%
     

Júlio César Moreira

President, Gran Tierra Energy Brazil

R$572,021**

($279,922USD)

 60%
     

Duncan Nightingale

President, Gran Tierra Energy Columbia

CDN$320,000*

($321,640 USD) 

 60%

 

On February 13, 2013, the Board also approved increasing the amount of reimbursement that Mr. Julio Cesar Moreira, President of Gran Tierra Energy Brazil, is entitled to receive under his employment agreement as reimbursement for his golf club membership to an annual maximum of R$17,000 (approximately USD$ $8,319) from R$13,200, the current annual maximum amount of reimbursement under his employment agreement.

,

*Denotes amount in Canadian dollars. Amount in parentheses denotes U.S. dollars at an exchange rate of CAD$1.0051 as at December 31, 2012.

**Denotes amount in Brazilian reals. Amount in parentheses denotes U.S. dollars at an exchange rate of R$.48936 as at December 31, 2012.

 

(1) Target bonus amounts are expressed as a percentage of the corresponding 2013 base salary.

  

 
 

 

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 19, 2013 GRAN TIERRA ENERGY INC.
     
  By: /s/ Dana Coffield
    Dana Coffiel
    President and Chief Executive Officer