8-K

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 (the "Act")

May 11, 2009

(Date of earliest event reported)

GEOGLOBAL RESOURCES INC.

(Exact name of Registrant as specified in its Charter)

Delaware (State or other jurisdiction of incorporation or organization) 1-32158 (Commission File Number) 33-0464753 (I.R.S. Employer Identification No.)

310, 605 – 1st Street S.W.

Calgary, Alberta, Canada T2P 3S9

(Address of principal executive offices)

Telephone Number (403) 777-9250

(Registrant's telephone number, including area code)

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:
[  ]	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))

(Former name or address, if changed since last report)

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

Expansion of Our Board of Directors and Election of Additional Director.

On May 11, 2009, as permitted by our By-Laws, our Board of Directors voted to increase the size of our Board to seven persons and elected Mr. David D. Conklin to fill the vacancy thereby created.  In addition he was appointed to the Audit Committee of our Board of Directors.   Mr. Conklin will serve on the Board of Directors until our next annual meeting of stockholders and until the election and qualification of his successor.  A copy of the press release issued on May 13, 2009, announcing Mr. Conklin’s election to the Board, is attached as Exhibit 99.1.

Since January 1, 2008, there have been no transactions and there are no currently proposed transactions in which our company was or will be a participant and the amount involved exceeds $120,000 in which Mr. Conklin had or will have a direct or indirect material interest.

Pursuant to the terms of our 2008 Stock Incentive Plan, under the Automatic Option Grant Program provisions of the Plan and as a non-employee member of our Board, Mr. Conklin was granted an option to purchase 50,000 shares of our common stock exercisable at a price of $1.12 per share, the fair market value on May 11, 2009.  In addition, Mr. Conklin will participate in our Independent Director Compensation Policy adopted May 11, 2009.

Adoption of Independent Director Compensation Policy.

On May 11, 2009, our Board of Directors adopted an Independent Director Compensation Policy.  Under the Policy, commencing as of May 11, 2009, each Independent Director of our company, as such term is defined under the NYSE AMEX Company Guide, will receive an annual retainer of $24,000, payable in monthly installments, and the Chairperson of our Audit Committee will receive an additional annual retainer of $6,000, payable in monthly installments.  In addition such Directors will be reimbursed for their reasonable out of pocket expenses in attending meetings and will be entitled to be paid additional compensation for any additional or special services they may provide.  This compensation is in addition to the automatic annual and other grants of options under the provisions of our 2008 Stock Incentive Program.

Item 9.01    Financial Statements and Exhibits.

(a)           Financial statements of business acquired.

Not applicable

(b)           Pro forma financial information

Not applicable

(c)           Exhibits:

10.1           Independent Director Compensation Policy.

99.1           Press Release dated May 13, 2009 (furnished, not filed)

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  May 13, 2009

GEOGLOBAL RESOURCES INC.

(Registrant)

/s/ Allan J. Kent

Allan J. Kent

Executive VP & CFO

EX-10.1

EXHIBIT 10.1

GeoGlobal Resources Inc.

Independent Director Compensation Policy

Under the listing requirements of the securities exchanges on which the securities of this Company are traded a majority of the Board of Directors are required to be persons meeting the requirements of the exchange to act as “Independent Directors”.  Due to the commitment assumed by these Directors in discharging these duties it is appropriate that they be compensated. The following sets forth the policy of the Company in compensating these Directors.

Definition:

“Independent Director” is defined as a person who meets the qualification requirements of Section 803 A (2) of the NYSE AMEX Company Guide.  See Footnote.

Policy:

-   For service on our Board of Directors and related committees, each Independent Director will receive an annual retainer of $24,000 US Dollars, payable in equal monthly installments.

-   The Chairperson of the Audit Committee of the Board of Directors will receive an additional annual retainer of $6,000 US Dollars, payable in equal monthly installments.

-   Each Independent Director will be reimbursed for reasonable out-of-pocket expenses in attending meetings.

-   Additional compensation may be paid to Independent Directors in connection with additional or special committee service over and above the standard requirements of the Board, as determined by our Compensation Committee and approved by the Board of Directors.

-   Independent Directors are entitled to the grant of options under Article Five – Automatic Option Grant Program under the Company’s 2008 Stock Incentive Program and are entitled to participate in each of the other equity programs of the 2008 Stock Incentive Plan subject to the respective terms of those programs

-   Our policy is not to pay additional compensation for services on our Board and related committees to Directors who are also our employees or full time consultants.

Additional Terms:

This Independent Director Compensation Policy shall become effective as of the date of its adoption and all compensation policies set forth herein shall become effective and become payable commencing as of that date and any annual retainers and other compensation payments payable on an annual calendar year basis shall be pro-rated for the first year following the adoption of this Policy.  All persons who become Directors mid-way during a calendar year who become entitled to receive compensation hereunder on an annual calendar year basis shall have their compensation pro-rated for the first calendar year of their election.  Persons who cease to be Independent Directors mid-way during a calendar year shall cease to be entitled to receive payments of the annual retainers hereunder as of the date they cease to hold the position of Independent Director.

Compensation of Independent Directors is subject to change following the annual review of this policy by the Compensation Committee and approval of our Board of Directors.

It is expected that all Independent Directors will make themselves available to management in order that they can be kept up to date concerning the affairs of the Company.  To the extent practical, each Independent Director will also be asked to serve as a member of one or more Committees of the Board and the assignment of Committees shall be made equitably among all Directors to the extent permitted and practicable.  All Directors are expected to attend in person or by conference telephone call all meetings of the Board and Committees of which such person is a member held in a given calendar year and are expected to adequately review meeting materials provided in advance of all such meetings.  An Independent Director attending less than 75% of the Director’s meetings and meetings of committees of which he or she is a member held during a calendar year is subject to having all annual retainers payable in accordance with this Policy adjusted proportionately.

The retainer fees are to be paid to the Independent Director on a monthly basis in $US converted, if necessary, on the day of payment to the currency of the residence of the Independent Director.  The payment may be subject to applicable withholding tax and other related payroll deductions.

Footnote:

NYSE Amex Company Guide

Section 803A.  Independent Directors

(2)   “Independent director” means a person other than an executive officer or employee of the company.  No director qualifies as independent unless the issuer’s board of directors affirmatively determines that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  In addition to the requirements contained in this Section 803A, directors serving on audit committees must also comply with the additional, more stringent requirements set forth in Section 803B(2) below.  The following is a non-exclusive list of persons who shall not be considered independent:

(a)   a director who is, or during the past three years was, employed by the company, other than prior employment as an interim executive officer (provided the interim employment did not last longer than one year);

(b)   a director who accepted or has an immediate family member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

(i)   compensation for board or board committee service,

(ii)   compensation paid to an immediate family member who is an employee (other than an executive officer) of the company,

(iii)   compensation received for former service as an interim executive officer (provided the interim employment did not last longer than one year), or

(iv)   benefits under a tax-qualified retirement plan, or non-discretionary compensation;

(c)   a director who is an immediate family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;

(d)   a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments (other than those arising solely from investments in the company’s securities or payments under non-discretionary charitable contribution-matching programs) that exceed 5% of the organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years;

(e)   a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the issuer’s executive officers serve on the compensation committee of such other entity; or

(f)   a director who is, or has an immediate family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years.

EX-99.1

EXHIBIT 99.1

Press release dated May 13, 2009

GEOGLOBAL ANNOUNCES EXPANSION OF BOARD AND ELECTION OF NEW DIRECTOR; INDEPENDENT DIRECTOR COMPENSATION POLICY ADOPTED

Calgary, Alberta, Canada, May 13, 2009 - GeoGlobal Resources Inc. (GeoGlobal or the Company) (NYSE AMEX: GGR) announces that on May 11, 2009, it expanded its Board of Directors to seven persons and the election of Mr. David D. Conklin, LL.M to its Board of Directors.  Mr. Conklin received his LL.M from Columbia University in New York City focusing on capital markets, corporate finance and governance issues and was admitted to the Law Society of Upper Canada in 1993 and to the New York State Bar in 2007.

Mr. Conklin currently serves as counsel at Goodmans LLP, a law firm in Toronto, Ontario, Canada and specializes in commercial litigation with an emphasis on corporate governance and business valuation.  Before joining Goodmans LLP in 2007, Mr. Conklin practised for one year with Bernstein Litowitz Berger & Grossman LLP, a securities and class action firm in New York.  Prior thereto he was a partner and senior litigator at Lerners LLP, a leading Toronto litigation law firm. 

Mr. Conklin has extensive experience appearing before all levels of civil courts in Ontario litigating commercial disputes involving shareholder and partnership disputes, oppression claims, breach of confidentiality and other fiduciary duties, secured and unsecured creditor claims, professional negligence claims and other related business law issues.  He represents shareholders, boards of directors and entrepreneurs of both private and public companies.

Mr. Conklin is currently an Executive in Residence at the Schulich School of Business, York University where he teaches courses in the MBA and EMBA programs on Corporate Governance Mergers and Acquisitions.  Throughout his career, Mr. Conklin has taught a variety of legal and business courses including trial advocacy at the University Of Toronto Faculty Of Law and the Advocates' Society. 

Mr. Conklin has been working closely with the Company as a Special Advisor since September 2007 assisting in negotiating a possible resolution to the Company’s carried interest dispute with GPSC.

“We’re excited to have David join our team and look forward to the wealth of knowledge he brings to the table in the areas of corporate governance” stated Jean P. Roy, President and CEO of GeoGlobal.

Also on May 11, 2009, the Company’s Board of Directors adopted an Independent Director Compensation Policy.  Under the Policy, commencing as of May 11, 2009, each Independent Director of the Company, as such term is defined under the NYSE AMEX Company Guide, will receive an annual retainer of $24,000, payable in monthly installments, and the Chairperson of the Company’s Audit Committee will receive an additional annual retainer of $6,000, payable in monthly installments.  In addition such Directors will be reimbursed for their reasonable out of pocket expenses in attending meetings and will be entitled to be paid additional compensation for any additional or special services they may provide.,  This compensation is in addition to the automatic annual and other grants of options under the provisions of the Company’s 2008 Stock Incentive Program.

About GeoGlobal

GeoGlobal Resources Inc., headquartered in Calgary, Alberta, Canada, is a US publicly traded oil and gas company, which through its subsidiaries, is engaged primarily in the pursuit of petroleum and natural gas through exploration and development in India.  Since inception, the Company’s efforts have been devoted to the pursuit of Production Sharing Contracts with the Government of India.  Currently, the Company is focused on the development of high potential exploration targets in the Krishna Godavari, Cambay, Rajasthan and the Deccan Syneclise basin areas.

Forward Looking Statements

Some statements in this press release may contain forward looking information. These statements may address future events and conditions and, as such, could involve inherent risks and uncertainties. Our actual results of oil and gas exploration and development activities could be significantly different from any results anticipated. Our exploration and development activities involve highly speculative exploration opportunities that involve material risks. Additional important risk factors are described in the Company's periodic filings with the Securities and Exchange Commission, including the Company's annual report on Form 10-K and quarterly reports on Form 10-Q. The filings may be viewed at http://www.sec.gov. and www.sedar.com.

For further information contact:
GeoGlobal Resources Inc.	The Equicom Group
Allan J. Kent, Executive VP and CFO	Ashleigh Meyer, Account Executive
Carla Boland, Investor Relations and Corporate Affairs Phone: +1 403 777-9253                                                      Email:    info@geoglobal.com Fax:     +1 403 777-9199                                                      Website: www.geoglobal.com	Phone:    +1 416 815-0700 x266 Fax:        +1 416 815-0080 Email:    ameyer@equicomgroup.com