8-K

Amplify Energy Corp. (AMPY)

8-K 2023-05-17 For: 2023-05-17
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Added on April 08, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION13 OR 15(D)

OF THE SECURITIESEXCHANGE 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 <br><br>Incorporation or Organization) (Commission<br>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))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities RegisteredPursuant 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