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): August 25, 2019 (August 25, 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)

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

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 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On August 25, 2019, Amplify Energy Corp., ~~(“Amplify”) held~~ a ~~Special~~Delaware ~~Meeting~~corporation ~~of Stockholders~~ (the “~~Special Meeting~~Company”) ~~in Houston~~, ~~Texas to~~issued ~~consider~~a ~~certain~~press ~~proposals~~release ~~related~~reporting to the ~~Agreement and Plan of Merger, dated as of May 5, 2019, by and among Midstates Petroleum~~ Company,’s ~~Inc. (“Midstates”), Midstates Holdings, Inc., a direct wholly owned subsidiary of Midstates~~financial ~~(“Merger Sub”),~~ and ~~Amplify~~operating ~~(the~~results ~~“Merger~~for ~~Agreement”), which provides, among other things and subject to~~ the ~~terms~~first ~~and~~quarter ~~conditions~~ended ~~set forth therein, that (i)~~June ~~Merger Sub will merge with and into Amplify~~30, ~~with~~2019. ~~Amplify~~A ~~surviving the~~copy ~~merger as a wholly owned subsidiary~~ of ~~Midstates and (ii) immediately thereafter, as part of~~ the ~~same~~press ~~transaction,~~release ~~Amplify~~is attached ~~will~~hereto ~~merge with and into a wholly owned subsidiary of Midstates, with such subsidiary continuing~~ as ~~the~~Exhibit ~~surviving entity (the “Merger”)~~99.1 ~~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~~is ~~information.~~incorporated ~~The~~herein ~~Proxy Statement~~by ~~was filed with the U~~reference.S. ~~Securities and Exchange Commission on June 28, 2019.~~

AsThe ofinformation ~~the~~contained ~~close~~in ofthis ~~business~~Item on2.02 ~~June~~shall not be deemed to be “filed” for purposes of Section ~~28,~~18 ~~2019,~~of the ~~record~~Securities Exchange Act of ~~date~~1934, ~~for~~as amended (the ~~Special~~“Exchange ~~Meeting~~Act”), ~~there~~or ~~were~~otherwise ~~22,305,256~~subject ~~shares~~to the liabilities of ~~Amplify~~that ~~common~~section, ~~stock~~and ~~outstanding.~~shall ~~Each~~not ~~outstanding~~be ~~share~~deemed ofto ~~Amplify~~be ~~common~~incorporated ~~stock~~by ~~entitled~~reference ~~its~~into ~~holder~~any of ~~record~~the toCompany’s ~~one~~filings ~~vote~~under onthe ~~each~~Securities ~~matter~~Act toof be1933, ~~considered~~as at amended (the ~~Special~~“Securities ~~Meeting.~~Act”), Ator the ~~Special~~ ~~Meeting,~~Exchange 16Act,~~853,392~~ ~~shares~~whether ofmade ~~Amplify~~before ~~common~~or ~~stock~~after ~~were~~the ~~represented~~date inhereof ~~person~~and orregardless byof ~~proxy,~~any ~~which~~general ~~constituted~~incorporation alanguage ~~quorum~~in tosuch ~~conduct~~filings, ~~business~~except atto the ~~Special~~extent ~~Meeting~~expressly set forth by specific reference in such a filing.

~~The~~Item ~~following~~7.01. ~~are~~Regulation ~~the~~FD ~~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~~Disclosure.

~~Merger~~On ~~Agreement~~August 5, ~~Proposal:~~2019, tothe ~~approve~~Company issued a press release announcing, among other things, its updated 2019 guidance and an update on the ~~adoption~~Company’s merger with Midstates Petroleum Company, Inc., which will close on August 6, 2019. A copy of the ~~Merger~~press ~~Agreement~~release is attached hereto as Exhibit 99. 1 and is incorporated herein by reference.

~~Amplify~~The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s ~~stockholders~~filings ~~approved~~under the ~~Merger~~Securities ~~Agreement.~~Act ~~The~~or ~~voting~~the ~~results~~Exchange ~~were~~Act, aswhether ~~follows:~~made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

For		Against		Abstain
15,929,401		923,538		453

Cautionary Note Regarding Forward-Looking Statements

~~Advisory~~This ~~Compensation~~Current ~~Proposal:~~Report toon Form 8-K, including the exhibit ~~approve~~hereto, includes “forward-looking statements.” All statements, other than statements of historical fact, included in this Current Report on Form 8-K that address activities, anevents ~~advisory~~or ~~(non~~developments that the Company expects, believes or anticipates will or may occur in the future are forward-~~binding)~~looking statements. Terminology such as “may,” “will,” “could,” “should,” ~~basis~~“expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “outlook,” “continue,” the ~~compensation~~negative of such terms or other comparable terminology are intended to identify forward-looking statements. These statements include, but are not limited to, statements about the Company’s expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto. These statements address activities, events or developments that we expect or anticipate will or may occur bein ~~paid~~the future, including things such as projections of results of operations, plans for growth, goals, future capital expenditures, competitive strengths, references to future intentions and other such references. These forward-looking statements involve risks and uncertainties and other factors that could cause the Company’s actual results or ~~become~~financial ~~payable~~condition to ~~Amplify~~differ materially from those expressed or implied by forward-looking statements. These include risks and uncertainties relating to, among other things: the Company’s ~~named~~evaluation ~~executive~~and ~~officers~~implementation of strategic alternatives; the Company’s efforts to reduce leverage; the Company’s level of indebtedness, including its ability to satisfy its debt obligations; the Company’s need to make accretive acquisitions or substantial capital expenditures to maintain its declining asset base, including the ability to make acquisitions on favorable terms or to integrate acquired properties; the Company’s ability to complete the previously announced proposed merger with Midstates Petroleum Company, Inc.; continued low or further declining commodity prices and demand for oil, natural gas and natural gas liquids; the Company’s ability to access funds on acceptable terms, if at all, because of the terms and conditions governing the Company’s indebtedness or otherwise; general political and economic conditions, globally and in ~~connection~~the jurisdictions in which we operate, including the impact of legislation and governmental regulations, including those related to climate change and hydraulic fracturing; and changes in commodity prices and hedge positions and the risk that the Company’s hedging strategy may be ineffective or may reduce its income. Please read the Company’s filings with the ~~Merger~~Securities and Exchange Commission (the “SEC”), including “Risk Factors” in the Company’s Annual Report on Form 10-K, and if applicable, the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Company’s Investor Relations website at http://investor. amplifyenergy.com/ or on the SEC’s website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

~~The compensation~~Item ~~that~~9.01. ~~may~~Financial beStatements ~~paid~~and ~~or become payable to Amplify’s named executive officers in connection with the Merger was approved, on an advisory basis, as follows:~~ Exhibits.

For		Against		Abstain
15,867,715		960,023		25,654

(d) Exhibits.

Item 7.01. Regulation FD Disclosure.


Exhibit Number		Description

99.1		Press Release dated August 5, 2019

OnSIGNATURES 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~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits.

ExhibitNumber		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

Dated: August 5, 2019

AMPLIFY ENERGY CORP.

/s/ Martyn Willsher

Name: Martyn Willsher

Title: Senior Vice President and Chief Financial Officer

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