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 20, 2014

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 20, 2014, the Board of Directors of Gran Tierra Energy amended Article III, Section 6 of the Company’s Bylaws to clarify that the Board and its committees may act by unanimous written consent through the use of electronic transmission. The full text of Article III, Section 6 of the Bylaws is provided in Gran Tierra Energy’s Amended and Restated Bylaws, which are filed as Exhibit 3.1 attached to this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.Description

 

3.1Amended and Restated Bylaws

 

 
 

 

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 26, 2014     GRAN TIERRA ENERGY INC.
       
    By: /s/David Hardy
       
      David Hardy
      General Counsel, Vice President Legal, and
      Secretary

 

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.Description

 

3.1Amended and Restated Bylaws