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~~July 1617, 2019 (~~May~~July 1516, 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 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 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 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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~May~~July 1516, 2019, Amplify Energy ~~Corp.~~Operating LLC (the “~~Company~~Borrower”), ~~held~~a ~~its~~wholly ~~2019~~owned ~~Annual~~subsidiary ~~Meeting~~ of ~~Stockholders~~Amplify ~~(the~~Energy ~~“Annual~~Corp. ~~Meeting~~(“Amplify”) ~~in Houston~~, ~~Texas~~entered ~~for~~into the ~~following~~Second ~~purposes:~~Amendment ~~(1)~~ to ~~elect~~Credit ~~seven~~Agreement ~~directors to serve on~~ (the ~~Company’s~~“Second ~~board of directors with a term of office expiring at the 2020 Annual Meeting of Stockholders; (2~~Amendment”) to, ~~ratify~~among the ~~appointment~~Borrower, ofAmplify ~~KPMG~~Acquisitionco ~~LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31~~Inc., ~~2019; (3) to approve~~Amplify, onthe anguarantors ~~advisory~~party ~~basis~~thereto, the ~~compensation~~lenders of (the ~~Company’s~~“Lenders”) ~~named~~party ~~executive~~thereto ~~officers;~~ and ~~(4) to~~Bank ~~approve, on an~~of ~~advisory basis~~Montreal, ~~the~~as ~~frequency~~administrative ofagent ~~future advisory votes on executive compensation. The proposals voted upon at~~ (the ~~Annual~~“Administrative ~~Meeting and the final voting results are indicated below~~Agent”). ~~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~~The Second Amendment amends the parties’ existing Credit Agreement, dated as of November 2, 2018 (as amended by that certain First Amendment to Credit Agreement dated as of May 5, 2019, the “Revolving Credit Facility”) in connection with the completion of the transactions contemplated by the Agreement and Plan of Merger, dated May 5, 2019, by and among Amplify, Midstates Petroleum Company, Inc., a Delaware corporation (“Midstates”) and Midstates Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Midstates (“Merger Sub”), pursuant to which Merger Sub will merge with and into Amplify, with Amplify surviving the merger as a wholly owned subsidiary of Midstates (the “Merger”), following which Midstates may contribute, through a series of transactions, the equity interests it holds in Midstates Petroleum Company, LLC, a Delaware limited liability company, to the Borrower (the “Contribution”), to, among other things, (i) provide that if the Merger and the Contribution are not consummated on or prior to August 31, 2019, the Administrative Agent and the Lenders have the right (but not the obligation) to redetermine the borrowing base on or after September 1, —2019 and ~~Election~~(ii) amend certain other provisions of ~~Directors~~the Revolving Credit Facility.

~~David~~All M.other ~~Dunn,~~material ~~Christopher~~terms W.and ~~Hamm,~~conditions ~~Scott~~of L.the ~~Hoffman,~~Revolving ~~Evan~~Credit S.Facility ~~Lederman, David H. Proman, Kenneth Mariani and Edward A.~~were ~~Scoggins,~~unchanged ~~Jr.~~by ~~were elected to continue to serve as~~ the ~~Company’s~~Second ~~directors until the 2020 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified~~Amendment. ~~Votes regarding the persons elected as directors were as follows:~~

Nominee	For		Withhold		BrokerNon-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

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~Proposal~~Item 29.01 —Financial ~~Ratification~~Statements ofand ~~the Appointment of KPMG LLP as Independent Auditor~~ Exhibits.

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

For	Against	Abstain
ExhibitNumber	Description
20,483,696	7,889	3,929
10.1	Second Amendment to Credit Agreement, dated July 16, 2019, by and among Amplify Energy Operating LLC, Amplify Acquisitionco Inc., Amplify Energy Corp., the guarantors party thereto, lenders party thereto and Bank of Montreal, as administrative agent

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.

Dated: July 17, 2019

AMPLIFY ENERGY CORP.

/s/ Martyn Willsher

Martyn Willsher

Senior Vice President and Chief Financial Officer

Filing Compare · Amplify Energy Holdings LLC