Current Report Filing (8-k)
April 07 2022 - 5:27PM
Edgar (US Regulatory)
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2022-04-07
2022-04-07
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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): April 7, 2022
AMPLIFY ENERGY
CORP.
(Exact Name of
Registrant as Specified in 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) |
|
(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 registered pursuant to Section 12(b) of the Act:
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 April 7, 2022, the board
of directors (the “Board”) of Amplify Energy Corp. (the “Company”) appointed Deborah G. Adams and Eric T. Greager
to the Board, effective immediately. Ms. Adams has also been appointed to the nominating and governance committee of the Board, and
Mr. Greager has also been appointed to the compensation committee of the Board.
There is no arrangement or understanding between
each of Ms. Adams and Mr. Greager and any other persons pursuant to which each was selected as a director of the Company. The
Company is not aware of any transaction in which either Ms. Adams or Mr. Greager has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
Ms. Adams and Mr. Greager 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,
each director 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 April 7, 2022, 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.
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: April 7,
2022 |
AMPLIFY
ENERGY CORP. |
|
|
|
|
By: |
/s/
Martyn Willsher |
|
|
Name: |
Martyn Willsher |
|
|
Title: |
President and Chief
Executive Officer |
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