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): May 17, 2023

 

 

AMPLIFY ENERGY CORP.

(Exact name of Registrant as Specified in its Charter)

 

Delaware	001-35512	82-1326219
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

500 Dallas Street, Suite 1700
Houston, Texas 77002

(Address of Principal Executive Offices, including Zip Code)

 

(713) 490-8900

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or Former Address, if Changed Since Last Report)

 

 

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 communication 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))

 

Securities Registered Pursuant to Section 12(b)

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		AMPY		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On May 17, 2023, Amplify Energy Corp. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) virtually for the following purposes: (1) to elect seven directors to serve on the Company’s board of directors with a term of office expiring at the 2024 Annual Meeting of Stockholders; (2) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and (3) to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The proposals voted upon at the Annual Meeting and the final voting results are indicated below. For additional information on these proposals, please see the Company’s proxy statement on Schedule 14A that was filed with the Securities and Exchange Commission on April 7, 2023, as supplemented on April 28, 2023.

 

Proposal 1 — Election of Directors

 

Deborah G. Adams, James E. Craddock, Patrice Douglas, Christopher W. Hamm, Randal T. Klein, Todd R. Snyder and Martyn Willsher were elected to continue to serve as the Company’s directors until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. Votes regarding the persons elected as directors were as follows:

 

Nominee		For				Against				Abstain				Broker Non-Votes
Deborah G. Adams			15,899,506				2,406,724				383,262				11,775,389
James E. Craddock			17,976,735				331,017				381,740				11,775,389
Patrice Douglas			16,416,106				1,770,834				502,552				11,775,389
Christopher W. Hamm			15,477,983				2,975,122				236,387				11,775,389
Randal T. Klein			17,819,448				442,247				427,797				11,775,389
Todd R. Snyder			13,874,605				4,420,315				394,572				11,775,389
Martyn Willsher			18,171,087				356,751				161,654				11,775,389

 

Proposal 2 — Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

 

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was ratified. The voting results were as follows:

 

For		Against		Abstain
29,953,618		313,987		197,276

 

Proposal 3 — Approval of the Compensation, on a Non-Binding Advisory Basis, of the Company’s Named Executive Officers

 

The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, as follows:

 

For		Against		Abstain		Broker-Non-Votes
15,142,805		3,402,747		143,940		11,775,389

 

 

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.

 

	AMPLIFY ENERGY CORP.
Dated: May 17, 2023
	By:	/s/ Martyn Willsher
	Name:	Martyn Willsher
	Title:	President and Chief Executive Officer