Amplify Energy Corp

DEF 14A 1 tm242828-1_def14a.htm DEF14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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500 Dallas Street, Suite 1700

Houston, Texas 77002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 15, 2024

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Amplify Energy Corp. will be held virtually, conducted via live audio webcast on May 15, 2024, at 9:00 a.m. Houston time. You will be able to attend the Annual Meeting online and submit questions during the meeting by visiting www.cesonlineservices.com/ampy24_vm. In order to virtually attend, you must register in advance at www.cesonlineservices.com/ampy24_vm prior to May 14, 2024 at 9:00 a.m. Houston time. You will also be able to vote your shares electronically at the Annual Meeting.

The Annual Meeting is being held to consider and act on the following proposals:

To elect seven directors to our board of directors to hold office until our 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified;

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To ratify the appointment, by the Audit Committee of our board of directors, of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

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To approve, on a non-binding advisory basis, the compensation of our named executive officers;

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To approve the Amplify Energy Corp. 2024 Equity Incentive Plan;

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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; and

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To transact such other business as may be properly presented at the Annual Meeting or any adjournment or postponement thereof.

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These matters are more fully described in the accompanying proxy materials. Only stockholders of record at the close of business on March 27, 2024, the record date, are entitled to receive notice of and to vote at the Annual Meeting.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy solicitation materials primarily via the Internet, rather than mailing paper copies of these materials to each stockholder. On or about April 5, 2024, we will mail to each stockholder of record a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote, or request paper copies.

We look forward to greeting those stockholders who are able to be virtually present at the Annual Meeting. However, regardless of whether you plan to be with us virtually at the Annual Meeting, it is important that your voice be heard. Accordingly, we request that you vote on the proxy card by telephone, by internet or by signing, dating and returning the proxy in the postage-paid envelope provided.

If you have any questions or require assistance with voting your proxy card, please contact our proxy solicitation firm, Morrow Sodali LLC, at

By Order of the Board of Directors,

Eric M. Willis

Senior Vice President, General Counsel and Corporate Secretary

Houston, Texas

April 5, 2024

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, WE URGE YOU TO VOTE BY TELEPHONE OR THE INTERNET OR SUBMIT A PROXY BY MAIL, IN EACH CASE IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED ON THE NOTICE OF AVAILABILITY, WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE THE PROXIES YOU APPOINTED CAST YOUR VOTES, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

If you need assistance, please call Morrow Sodali LLC, the firm assisting us in the solicitation of proxies in connection with the Annual Meeting. Stockholders may call toll free at (800) 662-5200. Banks and brokers may call collect at (203) 658-9400.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2024

This Notice of Annual Meeting of Stockholders and the accompanying proxy statement, along with our 2023 Annual Report on Form 10-K, are available free of charge at www.sec.gov.