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): March
27,
2008
GRAN
TIERRA ENERGY INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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98-0479924
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification
No.)
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Commission
file number:
000-52594
300,
611
- 10th Avenue S.W.
Calgary,
Alberta, Canada T2R 0B2
(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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
On
March
27, 2008, Nadine Smith tendered her resignation from the Board of Directors
of
Gran Tierra Energy Inc. effective immediately.
(d)
On
March
27, 2008, Nick Kirton, FCA, ICD.D, was appointed to the Board of Directors
of
Gran Tierra Energy Inc. effective March 27, 2008 and appointed to the Audit
Committee where he will serve as Chair. Mr. Kirton is a Chartered Accountant
and
former KPMG partner who retired after a thirty-eight year career at KPMG. He
currently sits on the boards of directors of Builders Energy Services Trust
(TSX
Exchange); Canexus Income Fund (TSX Exchange); Innicor Subsurface Technologies
Inc. (TSX Exchange); Result Energy Inc. (TSX Venture Exchange); and MacLeod
Resources Limited (private corporation). In addition, he is a member of the
Board of Governors of the University of Calgary and is a member of the Education
and Qualifications Committee of the Canadian Institute of Chartered
Accountants.
On
March
27, 2008, the Board of Directors granted Mr. Kirton a stock option for 100,000
shares of common stock of Gran Tierra Energy Inc., with an exercise price of
$3.50 per share, the option to have a three-year vesting period commencing
on
the grant date of March 27, 2008, 1/3rd of the shares to vest and become
exercisable one year after the grant date; 1/3rd of the shares to vest and
become exercisable two years after the grant date and 1/3rd of the shares to
vest and become exercisable three years after the grant date. In addition,
Mr.
Kirton will be entitled to the standard cash compensation paid to members of
the
Board of Directors of Gran Tierra Energy Inc.
(e)
On
March
27, 2008, the Board of Directors approved the form of indemnity agreement to
be
entered into by Gran Tierra Energy Inc. and members of the Board of Directors
and the following officers of Gran Tierra Energy Inc.: Heather Campbell
(Treasurer), Edgar Dyes (President, Gran Tierra Energy Colombia), Martin Eden
(Chief Financial Officer), Rafael Orunesu (President, Gran Tierra Energy
Argentina), James Rozon (Controller) and Max Wei (VP Operations). A copy of
the
form of indemnification agreement is attached as Exhibit 99.1 to this current
report and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Form
of Indemnity Agreement
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SIGNATURES
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.
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Dated
April 2,
2008
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GRAN
TIERRA ENERGY INC
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By:
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/s/
Martin H. Eden
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Martin
H. Eden
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Form
of Indemnity Agreement
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