Current Report Filing (8-k)

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.