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 15, 2024

AMPLIFY ENERGY CORP.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-35512	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, including Zip Code)

(832) 219-9001

(Registrant’s telephone number, including area code)

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 communication 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
Common Stock	AMPY	New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 15, 2024, Amplify Energy Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) virtually 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 2025 Annual Meeting of Stockholders; (2) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (3) to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; (4) to approve the Amplify Energy Corp. 2024 Equity Incentive Plan; and (5) to vote on a stockholder proposal requesting the Company to take the necessary steps to achieve a sale, merger, or orderly liquidation in three years or less. 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, 2024.

Proposal 1 — Election of Directors

Deborah G. Adams, James E. Craddock, Patrice Douglas, Christopher W. Hamm, Vidisha Prasad, Todd R. Snyder and Martyn Willsher were elected to continue to serve as the Company’s directors until the 2025 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		Against		Abstain		Broker Non-Votes
Deborah G. Adams		17,897,710		2,764,698		116,746		12,091,971
James E. Craddock		18,489,126		2,172,415		117,613		12,091,971
Patrice Douglas		17,283,553		3,304,487		191,114		12,091,971
Christopher W. Hamm		20,061,263		587,437		130,454		12,091,971
Vidisha Prasad		19,394,522		1,266,621		118,011		12,091,971
Todd R. Snyder		18,900,271		1,747,181		131,702		12,091,971
Martyn Willsher		20,084,748		536,565		157,841		12,091,971

Proposal 2 — Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was ratified. The voting results were as follows:

For		Against		Abstain
	32,417,160		327,180		126,785

Proposal 3 — Approval of the Compensation, on a Non-Binding Advisory Basis, of the Company’s Named Executive Officers

The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, as follows:

For		Against		Abstain		Broker-Non-Votes
	18,651,789		1,932,641		194,724		12,091,971

Proposal 4 — Approval of the Amplify Energy Corp. 2024 Equity Incentive Plan

The Amplify Corp. 2024 Equity Incentive Plan was approved, as follows:

For		Against		Abstain		Broker-Non-Votes
	17,356,321		3,255,017		167,816		12,091,971

Proposal 5 — Stockholder Proposal Requesting the Company to Take the Necessary Steps to Achieve a Sale, Merger, or Orderly Liquidation in Three Years or Less

The stockholder proposal requesting the Company to take the necessary steps to achieve a sale, merger, or orderly liquidation in three years or less was rejected as follows:

For		Against		Abstain		Broker-Non-Votes
	4,197,646		16,474,426		107,082		12,091,971

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.

	AMPLIFY ENERGY CORP.
Dated: May 15, 2024
	By:	/s/ Martyn Willsher
	Name:	Martyn Willsher
	Title:	President and Chief Executive Officer