8-K
false 0001533924 0001533924 2021-05-19 2021-05-19

 

 

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 19, 2021

 

 

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):

 

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 19, 2021, Amplify Energy Corp. (the “Company”) held its 2021 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 2022 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, 2021; (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers; and (4) to approve the Amplify Energy Corp. Equity Incentive Plan. 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, 2021.

Proposal 1 — Election of Directors

Patrice Douglas, Christopher W. Hamm, Randal T. Klein, Evan S. Lederman, David H. Proman, Todd R. Snyder and Martyn Willsher were elected to continue to serve as the Company’s directors until the 2022 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

Patrice Douglas

   12,858,558    465,922    56,824    14,267,086

Christopher W. Hamm

   12,791,044    548,668    41,592    14,267,086

Randal T. Klein

   12,556,243    754,997    70,064    14,267,086

Evan S. Lederman

   9,712,991    3,645,317    22,996    14,267,086

David H. Proman

   9,420,112    3,942,505    18,687    14,267,086

Todd R. Snyder

   12,202,861    1,154,516    23,927    14,267,086

Martyn Willsher

   13,250,227    107,836    23,241    14,267,086

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 2021 was ratified. The voting results were as follows:

 

For

 

Against

 

Abstain

27,585,771

  45,905   16,714

Proposal 3 — Approval of the Compensation, on an Advisory (Non-Binding) Basis, of the Company’s Named Executive Officers

The compensation of the Company’s named executive officers was approved, on an advisory (non-binding) basis, as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

11,878,045

 

490,775

 

1,012,484

 

14,267,086

Proposal 4 — Approval of Amplify Energy Corp. Equity Incentive Plan

The Amplify Energy Corp. Equity Incentive Plan was approved as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

13,101,821

  229,653   49,830   14,267,086


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: May 19, 2021     AMPLIFY ENERGY CORP.
    By:  

/s/ Martyn Willsher

    Name:   Martyn Willsher
    Title:   President and Chief Executive Officer