Form 8-K - Current report

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): October 3, 2023

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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		AMPY		New York Stock Exchange

Securities Registered Pursuant to Section 12(b):

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 October 3, 2023, the board of directors (the “Board”) of Amplify Energy Corp. (the “Company”) appointed Vidisha Prasad to the Board, effective immediately. Ms. Prasad has also been appointed to the audit committee of the Board.

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

Ms. Prasad 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, Ms. Prasad 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.

(b) Randal T. Klein has informed the Board of his decision not to seek reelection as a director on the Board at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Mr. Klein will continue to serve on the Board and the respective Board committees for the remainder of his term as a director until the 2024 Annual Meeting. Mr. Klein has served as a member of the Company’s Board since November 2018. Mr. Klein’s decision not to stand for reelection was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

Item 7.01

Regulation FD Disclosure

On October 5, 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 Number		Description
99.1		Press Release dated October 5, 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: October 5, 2023	AMPLIFY ENERGY CORP.

	By:	/s/ Martyn Willsher
		Name:	Martyn Willsher
		Title:	President and Chief Executive Officer

Exhibit 99.1

Amplify Energy Announces Board Changes

HOUSTON, October 5, 2023 — Amplify Energy Corp. (“Amplify” or the “Company”) (NYSE: AMPY) is pleased to announce the appointment of Vidisha Prasad to the Amplify Board of Directors (“Board”). Ms. Prasad 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. Ms. Prasad will serve as a member of the Audit Committee.

Ms. Prasad brings more than two decades of experience in energy investments, strategic and board advisory, corporate mergers, asset acquisitions and divestitures, capital markets and restructuring. Ms. Prasad is currently the Managing Partner of Adya Partners, a multi-strategy investment firm focused on private secondary investments and early-stage venture capital in the energy, energy transition and technology sectors. Prior to founding Adya Partners, Ms. Prasad was a founding member of Guggenheim Securities’ Energy Investment Banking practice and prior to that, Ms. Prasad held roles of increasing responsibility within Citi’s Global Energy Investment Banking Groups in Houston, London and New York. Ms. Prasad previously served on the Board of Centennial Resources (now Permian Resources) where she served on the Audit, Nominating, Governance and ESG Committees. She also serves on the Board of the Grammy award winning, Houston Chamber Choir, where she chairs the Development Committee. Ms. Prasad received a B.A. in Economics from the University of Rochester.

Chris Hamm, Amplify’s Chairman of the Board commented, “We are excited to welcome Vidisha to the Board. Vidisha’s appointment is the culmination of a comprehensive process which the Board committed to in conjunction with our 2023 Annual Meeting. Vidisha’s wealth of experience in the oil and gas industry, particularly in M&A, capital markets and finance, will be of significant value to Amplify and its shareholders, and we look forward to her immediate contribution at our next regularly scheduled board meeting in November.”

The Company has also announced that Randal T. Klein has decided not to seek reelection as a director at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Mr. Klein will continue to serve for the remainder of his term as a director until the 2024 Annual Meeting. Mr. Klein’s decision not to stand for reelection was not due to any disagreements with the Company or its Board or any matter relating to the Company’s financials, operations, policies or practices.

Mr. Hamm continued, “We would also like to extend our sincere appreciation to Randal for his efforts in helping to drive increased performance and value through active governance and as an advocate for our 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 (Bairoil), federal waters offshore Southern California (Beta), East Texas / North Louisiana, and the Eagle Ford (Non-op). For more information, visit www.amplifyenergy.com.

Investor Relations Contacts

Jim Frew – Senior Vice President and Chief Financial Officer
(832) 219-9044
jim.frew@amplifyenergy.com

Michael Jordan – Director, Finance and Treasurer
(832) 219-9051
michael.jordan@amplifyenergy.com

Cover	Oct. 03, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 03, 2023
Entity File Number	001-35512
Entity Registrant Name	AMPLIFY ENERGY CORP.
Entity Central Index Key	0001533924
Entity Tax Identification Number	82-1326219
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	500 Dallas Street
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	490-8900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AMPY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false