8-K

Amplify Energy Corp. (AMPY)

8-K 2023-02-09 For: 2023-02-09
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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): February 9, 2023

AMPLIFY ENERGY

CORP.

(Exact Name of Registrantas Specified in Charter)

Delaware 001-35512 82-1326219
(State or other jurisdiction<br><br> of Incorporation <br><br>or Organization) (Commission<br> <br><br>File Number) (I.R.S. Employer<br><br>Identification No.)
500 Dallas Street, Suite 1700 Houston, Texas 77002
--- ---
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

(713

) 490-8900

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 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))
--- ---

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

(d)            On February 9, 2023, the board of directors (the “Board”) of Amplify Energy Corp. (the “Company”) appointed James E. Craddock to the Board, effective immediately. Mr. Craddock has also been appointed to the nominating and governance committee of the Board.

There is no arrangement or understanding between Mr. Craddock and any other persons pursuant to which Mr. Craddock was selected as a director of the Company. The Company is not aware of any transaction in which Mr. Craddock has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Craddock will be entitled to receive the standard annual cash and equity compensation paid to all non-employee directors of the Company. Non-employee directors are also reimbursed for all out-of-pocket expenses in connection with attending meetings of the Board and its committees.

Additionally, Mr. Craddock entered into an indemnification agreement substantially similar to the indemnification agreements that have been entered into with each of the other executive officers and directors of the Company.

Item 7.01 Regulation FD Disclosure

On February 9, 2023, the Company issued a press release announcing the events described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit<br><br> <br>Number Description
99.1 Press Release dated February 9, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated:  February 9, 2023 AMPLIFY ENERGY CORP.
By: /s/ Martyn Willsher
Name: Martyn Willsher
Title: President and Chief Executive Officer

Exhibit 99.1

Amplify Energy Announces Appointment of JamesCraddock to its Board of Directors

HOUSTON, February 9,2023 — Amplify Energy Corp. (“Amplify” or the “Company”) (NYSE: AMPY) announced today the appointment of James (“Jim”) E. Craddock to the Amplify Board of Directors (“Board”). Mr. Craddock joins the Board following a comprehensive process, conducted with the assistance of a nationally recognized board recruitment firm, to complement the Board’s existing credentials and qualifications. Mr. Craddock will also serve on the Nominating and Governance Committee of the Board.

Mr. Craddock is a seasoned upstream executive and director who possesses broad-based technical and operational knowledge with over 30 years of experience. Mr. Craddock served as the Chairman and Chief Executive Officer of Rosetta Resources Inc., from 2013 to 2015 until its merger with Noble Energy Inc., following which Mr. Craddock served on Noble Energy Inc.’s board of directors from 2015 until Noble was acquired in 2020. Prior to that, Mr. Craddock was the Chief Operating Officer for BPI Industries Inc. and held several positions of increasing responsibility over a 20-year career at Burlington Resources Inc. He currently serves on the board of directors of Crescent Point Energy Corp. and previously served on the boards of Templar Energy LLC, Noble Energy Inc. and Bonanza Creek Energy, Inc. and on the Texas Railroad Commission’s Eagle Ford Shale Task Force. Mr. Craddock holds a B.S. in Mechanical Engineering from Texas A&M University.

Chris Hamm, Amplify’s Chairman of the Board commented, “We are excited to welcome Jim to our Board of Directors. Jim’s vast industry experience as an executive and director will be of significant value to Amplify and its shareholders.”

About Amplify Energy

Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Amplify’s operations are focused in Oklahoma, the Rockies, federal waters offshore Southern California, East Texas / North Louisiana, and the Eagle Ford. For more information, visit www.amplifyenergy.com.

Investor Relations Contacts

Jason McGlynn – Chief Financial Officer

(832) 219-9055

jason.mcglynn@amplifyenergy.com