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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): June 16, 2022

 

 

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

On June 16, 2022, Amplify Energy Corp. (the “Company”) held its 2022 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 2023 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, 2022; 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 29, 2022.

 

Proposal 1 — Election of Directors

 

Deborah G. Adams, Patrice Douglas, Eric T. Greager, 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 2023 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   11,884,321    1,262,227    15,544    12,808,399 
Patrice Douglas   11,228,209    1,918,322    15,561    12,808,399 
Eric T. Greager   11,890,568    1,256,224    15,300    12,808,399 
Christopher W. Hamm   11,782,958    1,358,825    20,309    12,808,399 
Randal T. Klein   11,824,089    1,319,008    18,995    12,808,399 
Todd R. Snyder   11,135,540    2,011,066    15,486    12,808,399 
Martyn Willsher   13,111,810    34,782    15,500    12,808,399 

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 2022 was ratified. The voting results were as follows:

 

For   Against   Abstain 
 25,914,890    52,941    2,660 

 

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 
 11,704,158    169,918    1,288,016    12,808,399 

 

 

 

 

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: June 16, 2022
   
  By: /s/ Martyn Willsher
  Name: Martyn Willsher
  Title: President and Chief Executive Officer