Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 21, 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 cash bonus for Martin Eden, the Company's Vice President, Finance Special Projects and former Chief Financial Officer, in the amount of CDN$190,000 ($190,969 USD based on an exchange rate of CAD$1.0051 as at December 31, 2012) with respect to his performance for fiscal year 2012.

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

On February 21, 2013, the Board of Directors of Gran Tierra Energy amended Article III, Section 5 of the Company's Bylaws to clarify that notice of special meetings of the Board of Directors may be given by electronic mail or other electronic transmission, or orally in person, in addition to the other modes of transmitting notice as already provided in that section. The full text of Article III, Section 5 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

3.1 Amended and Restated Bylaws

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