Amplify Energy (AMPYW) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 16, 2019 (May 15, 2019)

AMPLIFY ENERGY CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35364	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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities Registered Pursuant to Section 12(b):

Title of each class Trading Symbol(s) Name of each exchange on which registered

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 Rule12b-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 15, 2019, Amplify Energy Corp. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) in Houston, Texas 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 2020 Annual Meeting of Stockholders; (2) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers; and (4) to approve, on an advisory basis, the frequency of future advisory votes on executive compensation. 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 5, 2019.

Proposal 1 — Election of Directors

David M. Dunn, Christopher W. Hamm, Scott L. Hoffman, Evan S. Lederman, David H. Proman, Kenneth Mariani and Edward A. Scoggins, Jr. were elected to continue to serve as the Company’s directors until the 2020 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		Withhold		Broker Non-Votes
David M. Dunn		16,447,196		326,877		3,721,441
Christopher W. Hamm		16,254,952		519,121		3,721,441
Scott L. Hoffman		16,733,432		40,641		3,721,441
Evan S. Lederman		16,547,575		226,498		3,721,441
Kenneth Mariani		16,514,353		259,720		3,721,441
David H. Proman		16,059,091		714,982		3,721,441
Edward A. Scoggins, Jr.		16,547,071		227,002		3,721,441

Proposal 2 — Ratification of the Appointment of KPMG LLP as Independent Auditor

The appointment of KPMG LLP as the Company’s independent auditor for 2019 was ratified. The voting results were as follows:

For	Against	Abstain
20,483,696	7,889	3,929

Proposal 3 — Approval of the Compensation, on an Advisory Basis, of the Company’s Named Executive Officers

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

For	Against	Abstain	Broker Non-Votes
16,433,139	336,572	4,362	3,721,441

Proposal 4 — Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on Executive Compensation

The frequency of advisory votes on executive compensation to occur every year was approved, on an advisory basis, as follows:

Every Year	Every Two Years	Every Three Years	Abstain
16,775,554	3,746	13,086	1,687

The Company has determined that it will hold an advisory vote on executive compensation every year, until the next stockholder advisory vote on the preferred frequency of advisory votes on executive compensation.

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 16, 2019	AMPLIFY ENERGY CORP.
	By:	/s/ Martyn Willsher
		Name:	Martyn Willsher
		Title:	Senior Vice President and Chief Financial Officer