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): August 2, 2019 (August 2, 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 | ||
| None | None | None |
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 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.
Exhibit | Description | |
| 99.1 | Press Release dated August 2, 2019 | |
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: August 2, 2019 | AMPLIFY ENERGY CORP. | |||||||
| By: | /s/ Martyn Willsher | |||||||
| Name: | Martyn Willsher | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||