Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 2, 2019, Amplify Energy Corp. (“Amplify”) held a Special Meeting of Stockholders (the “Special Meeting”) in Houston, Texas to consider certain proposals related to the Agreement and Plan of Merger, dated as of May 5, 2019, by and among Midstates Petroleum Company, Inc. (“Midstates”), Midstates Holdings, Inc., a direct wholly owned subsidiary of Midstates (“Merger Sub”), and Amplify (the “Merger Agreement”), which provides, among other things and subject to the terms and conditions set forth therein, that (i) Merger Sub will merge with and into Amplify, with Amplify surviving the merger as a wholly owned subsidiary of Midstates and (ii) immediately thereafter, as part of the same transaction, Amplify will merge with and into a wholly owned subsidiary of Midstates, with such subsidiary continuing as the surviving entity (the “Merger”). Prior to the Special Meeting, Amplify delivered a joint proxy statement/prospectus (the “Proxy Statement”) to its stockholders describing the Special Meeting, the Merger and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on June 28, 2019.
As of the close of business on June 28, 2019, the record date for the Special Meeting, there were 22,305,256 shares of Amplify common stock outstanding. Each outstanding share of Amplify common stock entitled its holder of record to one vote on each matter to be considered at the Special Meeting. At the Special Meeting, 16,853,392 shares of Amplify common stock were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting.
The following are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement.
Merger Agreement Proposal: to approve the adoption of the Merger Agreement.
Amplify’s stockholders approved the Merger Agreement. The voting results were as follows:
| | | | |
For | | Against | | Abstain |
15,929,401 | | 923,538 | | 453 |
Advisory Compensation Proposal: to approve, on an advisory(non-binding) basis, the compensation that may be paid or become payable to Amplify’s named executive officers in connection with the Merger.
The compensation that may be paid or become payable to Amplify’s named executive officers in connection with the Merger was approved, on an advisory basis, as follows:
| | | | |
For | | Against | | Abstain |
15,867,715 | | 960,023 | | 25,654 |
Item 7.01. | Regulation FD Disclosure. |
On August 2, 2019, the Company issued a press release announcing stockholder approval of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits.