UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.        )

Filed by the Registrantx  ☒

Filed by a Party other than the Registrant¨  ☐

Check the appropriate box:

MEMORIAL PRODUCTION PARTNERS LPAMPLIFY ENERGY CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MEMORIAL PRODUCTION PARTNERS LPAMPLIFY ENERGY CORP.

500 Dallas Street, Suite 18001700

Houston, Texas 77002

NOTICE OF SPECIALANNUAL MEETING OF UNITHOLDERSSTOCKHOLDERS

TO BE HELD ON DECEMBER 4, 2015MAY 15, 2019

To the common unitholders of Memorial Production Partners LP:

On behalf of the Board of Directors of Memorial Production Partners GP LLC (the “Board of Directors”), the general partner of Memorial Production Partners LP, you are cordially invited to attend the SpecialThe 2019 Annual Meeting of UnitholdersStockholders of Memorial Production Partners LP, whichAmplify Energy Corp. will be held at the Doubletree HotelHyatt Regency Houston, Downtown, 400 Dallas1200 Louisiana Street, 3rd Floor — Dogwood Conference Room, Houston, Texas 77002 on December 4, 2015,May 15, 2019, at 9:00 a.m. local time. At this important meeting, you will be askedHouston time, to consider and vote upon the following proposals:

The Board1. To elect seven members to our board of Directors has unanimously approveddirectors to hold office until our 2020 annual meeting of stockholders or until their respective successors are duly elected and qualified;

2. To ratify the First Amendment. The Boardappointment, by the Audit Committee of Directors believesour board of directors, of KPMG LLP as our independent registered public accounting firm for the Amended LTIP isfiscal year ending December 31, 2019;

3. To approve, by anon-binding vote, the compensation of our named executive officers;

4. To approve, by anon-binding vote, the frequency of stockholder advisory votes on the compensation of our named executive officers; and

5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

These matters are more fully described in the best interestsaccompanying proxy materials. Only stockholders of Memorial Production Partners LP and its common unitholders and unanimously recommends that the common unitholders approve the LTIP Proposal.

YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the special meeting, you are urged to vote your common units electronically, via the Internet or by telephone, or by submitting your marked, signed and dated proxy card. You will retain the right to revoke itrecord at any time before the vote, or to vote your common units personally if you attend the special meeting. The proxy provides common unitholders the opportunity to vote on the LTIP Proposal and the Adjournment Proposal. Voting your common units electronically, via the Internet or by telephone, or by submitting a proxy card will not prevent you from attending the special meeting and voting in person. Please note, however, that if you hold your common units through a broker or other nominee, and you wish to vote in person at the special meeting, you must obtain from your broker or other nominee a proxy issued in your name.

The Amended LTIP will not be effective unless approved by the common unitholders. We are seeking common unitholder approval pursuant to NASDAQ Global Market requirements. The LTIP Proposal will not be effective unless it is approved by a majority of the votes cast at the special meeting by common unitholders. The Board of Directors has set the close of business on October 9, 2015 asMarch 18, 2019, the record date, for determining common unitholders that are entitled to receive notice of and to vote at the special meetingAnnual Meeting.

Pursuant to rules adopted by the Securities and for any adjournments thereof.Exchange Commission, 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, 2019, we will mail to each stockholder of record a Notice of Internet Availability of Proxy Materials with instructions on how to access the record date, there were 82,930,486 common units outstanding. For each proposal, each common unitholder is entitled to oneproxy materials, vote, for each common unit owned at that time.or request paper copies.

TheBy Order of the Board of Directors, unanimously recommends that the common unitholders vote “FOR” the LTIP Proposal

Eric M. Willis

Vice President and “FOR” the Adjournment Proposal.

Houston, Texas

October 20, 2015

TABLE OF CONTENTS

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MEMORIAL PRODUCTION PARTNERS LPAMPLIFY ENERGY CORP.

500 Dallas Street, Suite 18001700

Houston, Texas 77002

PROXY STATEMENT

SPECIAL2019 ANNUAL MEETING OF UNITHOLDERSSTOCKHOLDERS

We have furnished this proxy statement to you because the boardBoard of directorsDirectors (the “Board”) of Memorial Production Partners GP LLC,Amplify Energy Corp., a Delaware limited liability company (our “general partner”corporation (referred to herein as the “Company,” “Amplify,” “we,” “us” or “our”), is soliciting your proxy to vote at the special meetingour 2019 Annual Meeting of holders of common units representing limited partner interests (“common units”) in Memorial Production Partners LP, a Delaware limited partnershipStockholders (the “Partnership,” “we,” “us” or “our”“Annual Meeting”), to be held on Friday, December 4, 2015,Wednesday, May 15, 2019, at 9:00 a.m. localHouston time, at the Doubletree HotelHyatt Regency Houston, Downtown, 400 Dallas1200 Louisiana Street, 3rd Floor — Dogwood Conference Room, Houston, Texas 77002 (the “Special Meeting”).77002. By granting a proxy, you authorize the persons named in the proxy to represent you and vote your common unitsshares at the SpecialAnnual Meeting or any adjournment or postponement of the SpecialAnnual Meeting. If you attend the SpecialAnnual Meeting, you may vote in person. If you are not present at the SpecialAnnual Meeting, your common unitsshares may be voted only by a person to whom you have given a proper proxy.

We provide access to our proxy materials to our unitholdersstockholders on the Internet. Accordingly, on or about October 20, 2015, we mailedApril 5, 2019, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) to our common unitholders. Common unitholdersstockholders. Stockholders will have the ability to access the proxy materials, including this proxy statement and voting instructions, on the website referred to in the Notice of Availability or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice of Availability.

QUESTIONS AND ANSWERSINFORMATION ABOUT THE SPECIAL MEETINGPROXY PROCESS AND VOTING

What is the purpose of the Special Meeting?Why am I receiving these materials?

At the Special Meeting, our common unitholders will act upon a proposal (the “LTIP Proposal”) to approve an amendment (the “First Amendment”) to the Memorial Production Partners GP LLC Long-Term Incentive Plan (the “Original LTIP” or “LTIP,” and together with the First Amendment, the “Amended LTIP”), which provides, among other things, for an increase in the maximum number of common units reserved and available for delivery with respect to awards under the Original LTIP. A copy of the First Amendment is attached toWe have furnished this proxy statement as Exhibit A. Common unitholders may also be called to act on a proposalyou because the Board is soliciting your proxy to approvevote at the adjournmentAnnual Meeting, including at any adjournments or postponements of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the LTIP Proposal (the “Adjournment Proposal”). The Adjournment Proposal is further described in Proposal 2 below.Annual Meeting.

When and where is the Special Meeting?

The Special Meeting will be held on December 4, 2015, at 9:00 a.m. local time, at the Doubletree Hotel Houston Downtown, 400 Dallas Street, Houston, Texas 77002.

What is the recommendation of the board of directors?

The board of directors of our general partner recommends that you vote “FOR” the LTIP Proposal and “FOR” the Adjournment Proposal.

Who isAm I entitled to vote at the SpecialAnnual Meeting?

All of our common unitholdersOnly stockholders of record at the close of business on October 9, 2015,March 18, 2019, the record date for the SpecialAnnual Meeting (the “Record Date”), are entitled to receive notice of and to vote at the SpecialAnnual Meeting. EachAt the close of business on the Record Date, there were 22,141,804 shares of common unitholder that attendsstock outstanding and entitled to vote at the SpecialAnnual Meeting, with each such share of common stock entitling the holder of record on such date to one vote. There is no cumulative voting.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. If you attend the Annual Meeting in person, you may be asked to present valid picture identification, such as a driver’s license or passport. Cameras, recording devicespassport, to be admitted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a broker, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and other electronic devices will not be permittedthese proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the SpecialAnnual Meeting. The numberAs a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. If you attend the Annual Meeting in person, you may be asked to present valid picture identification, such as a driver’s license or passport, and you must present proof of common units outstandingyour ownership, such as a current brokerage or bank account statement reflecting ownership as of the record date willRecord Date, to be used in determining whether a quorum is present at the meeting.

What constitutes a quorum?

The holders of a majority of the outstanding common units represented in person or by proxy shall constitute a quorum at the Special Meeting. Your common units will be counted as present at the Special Meeting if: (i)admitted. However, since you are present andnot the stockholder of record, you may not vote your shares in person at the meeting; or (ii)Annual Meeting unless you orrequest and obtain a valid proxy card executed in your favor from your broker, if you arebank, dealer or other holder of record.

Why did I receive a beneficial ownernotice in the mail regarding Internet availability of such common units held in street name, have submitted a properly executed proxy.

Proxies received but marked as abstentions will be counted as present for purposes of determining the presenceproxy materials instead of a quorum. If an executedfull set of proxy is returned by a broker or other nominee holding units in “street name” indicating thatmaterials?

As permitted under the broker or nominee does not have discretionary authority as to certain units to vote onrules of the proposals (a “broker non-vote”Securities and Exchange Commission (the “SEC”), such common units will be considered present atwe are making our proxy materials available to our stockholders electronically via the meeting for purposesInternet, rather than mailing paper copies of determiningthese materials to each stockholder. On or about April 5, 2019, the presenceCompany is sending the Notice of a quorum butAvailability to its stockholders of record as of the Record Date. You will not be considered entitled to vote. Thus, the total sum of votes “for,” plus votes “against,” plus abstentions and broker non-votes in respectreceive a printed copy of the LTIP Proposal must be greater than 50%proxy materials unless you request one. Instead, the Notice of Availability includes (i) instructions on how to access the Company’s proxy materials and vote via the Internet, (ii) the date, time and location of the total number of our outstanding common units to satisfy the quorum requirement.

How many votes does it take to approve the proposals?

IfAnnual Meeting, (iii) a quorum of common unitholders is present at the meeting, under the NASDAQ Stock Market Rules the affirmative vote of a majoritydescription of the votes cast at the Special Meeting by common unitholders is required to approve the LTIP Proposal. Votes “for” and “against” and abstentions will count as votes cast. Thus, abstentions will have the effect of a vote against the LTIP Proposal.

Approval of the Adjournment Proposal requires the approval of a majority of the outstanding common units that are represented either in person or by proxy at the Special Meeting. Abstentions have the effect of a vote against the Adjournment Proposal.

If my units are held in “street name” by my broker, will my broker vote my units for me?

No. NASDAQ rules prohibit your broker or other nominee from exercising voting discretion with respect to the matters intended to be acted upon at the Special Meeting. Thus, you must give your broker or other nominee specificAnnual Meeting, (iv) a list of the materials being made available electronically, (v) instructions on how a stockholder can request paper copies of the Company’s proxy materials, (vi) any control/identification numbers that a stockholder needs to access the proxy materials, and (vii) information about attending the Annual Meeting and voting in order for your common unitsperson.

Can I vote my shares by filling out and returning the Notice of Availability?

No. The Notice of Availability only identifies the items to be voted.voted on at the Annual Meeting. You cannot vote by marking the Notice of Availability and returning it. The Notice of Availability provides instructions on how to cast your vote. For additional information, please see “—What are the different methods that I can use to vote my shares of common stock?” below.

What am I being asked to vote on?

You are being asked to vote on four proposals:

In addition, you are entitled to vote on any other matters that may properly come before the Annual Meeting.

How does the Board recommend that I vote my shares?

A proxy that is properly completed and returned will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and return a proxy, but do not indicate any contrary voting instructions, your shares will be voted in accordance with the Board’s recommendations. The Board’s recommendations can be found with the description of each proposal in this proxy statement. In summary, the Board recommends a vote:

If any other business properly comes before the stockholders for a vote at the Annual Meeting, your shares will be voted at the discretion of the holders of the proxy. The Board knows of no matters, other than those previously stated herein, to be presented for consideration at the Annual Meeting.

What are the different methods that I vote?can use to vote my shares of common stock?

If you are a common unitholder of record at the close of business on the record date,registered stockholder, you may vote your common unitsshares or submit a proxy to have your shares voted by proxy in advance of the Special Meeting by anyone of the following methods:

If you mail in your proxy card itin the providedpre-addressed envelope. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. The completed and signed proxy card must be received by the Partnership beforedate specified on the voting polls closeNotice of Availability.

Can I change my vote after I have submittedsubmitting my proxy?

Yes. If you own your common units in your own name, youYou may revoke or change your proxy in writing at any time before your proxyit is exercised by:at the Annual Meeting.

If you are a beneficial ownerthe record holder of common units heldyour shares, you may revoke your proxy in “street name” and you have instructed your broker or other nominee to vote your common units, you must follow the procedure your broker or other nominee provides to change those instructions. any one of three ways:

If your shares are held by your broker, bank, dealer or other agent, you should follow the instructions provided by them.

MATTERS YOU ARE VOTING ONHow are votes counted and how many votes are required to approve each proposal?

With respect to Proposal 1, — Approvaldirectors will be elected by a plurality of all votes cast. You may vote “FOR” a nominee to the Board or you may “WITHHOLD” your vote for any nominee you specify or abstain from voting. The nominees who receive the highest number of “FOR” votes will be elected as directors.

With respect to Proposals 2 and 3 you may vote (with respect to Proposal 3, on an advisory basis) “FOR,” “AGAINST” or “ABSTAIN.” Each of Proposals 2 and 3 requires the affirmative “FOR” vote of a majority of the First Amendmentvotes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.

With respect to Proposal 4, you may vote, on an advisory basis, “FOR” holding an advisory vote on the compensation paid to the Memorial Production Partners GP LLC Long-Term Incentive Plan

This proposal is to approve the First Amendment in order to approve, among other things, the increase in the maximum number of common units that may be granted as equity-based awards under the Original LTIP.The board of directors of our general partner recommends a vote “FOR” this proposal.

Proposal 2 — Approval of the Adjournment of the Special Meeting

This proposal is to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve Proposal 1.The board of directors of our general partner recommends a vote “FOR” this proposal.

PROPOSAL 1 — LTIP PROPOSAL

The Original LTIP was initially adopted on December 14, 2011 by our general partner in connection with our initial public offering. The Original LTIP is intended to promote our interests and the interests of our general partner and each of our affiliates by providing to employees, consultants and directors incentive compensation awards based on our common units to encourage superior performance. The purpose of awards under our long-term incentive plan is to provide additional incentive compensation to eligible individuals providing services to us, and to align the economic interests of such individuals with the interests of our common unitholders. The Original LTIP is also contemplated to enhance our ability and the ability of our general partner and each of our affiliates to attract and retain the services of individuals who are essential for our growth and profitability and to encourage them to devote their best efforts to advancing our business.

Reason for the Proposed First Amendment

The Original LTIP was originally adopted with 2,142,221 common units to be used in connection with grants of equity-based awards under the Original LTIP. As of September 30, 2015, only 51,108 of those common units remained available for future awards under the Original LTIP, meaning that substantially all authorized and available common units have been issued or have become subject to an outstanding award under the Original LTIP. We believe that this remaining amount may be insufficient to meet our equity compensation requirements. The board of directors of our general partner has determined that an increase in available common units is necessary to continue granting incentive and reward opportunities to eligible participants while assisting us in retaining a competitive edge in today’s volatile business environment.

On October 1, 2015, the board of directors of our general partner approved the First Amendment, which, subject to the approval of our common unitholders and the same adjustments as provided in the Original LTIP, would (i) increase the number of common units to be utilized for awards under the Amended LTIP to 5,225,000 common units; (ii) extend the term of the Amended LTIP to the 10th anniversary of the date of the First Amendment, unless earlier terminated as provided in the Amended LTIP; and (iii) prohibit any amendment to the Amended LTIP or any award granted thereunder that may have the effect of reducing the exercise price of any option or unit appreciation right, providing payment in respect of any underwater option or unit appreciation right or otherwise “repricing” an award, without unitholder approval, subject to certain exceptions.

Consequences of a Failure to Approve the Proposal

Our common unitholders are only voting to approve the First Amendment. Whether approved or not, this Proposal 1 will not affect the rights of existing award holders under the Original LTIP or any previously granted awards under the Original LTIP. However, if this Proposal 1 is not approved, we do not expect to be able to issue further meaningful or valuable equity-based incentive awards pursuant to the Original LTIP. As such awards have traditionally been a fundamental element of our compensation philosophy of “pay for performance,” and we believe that such awards further our goal of providing a long-term incentive for our service providers by motivating them to increase the value of our common units, we will be required to reevaluate our compensation program in general.

Description of the Amended LTIP

A summary description of the material features of the Amended LTIP as proposed is set forth below. The following summary does not purport to be a complete description of all the provisions of the Amended LTIP and is qualified in its entirety by reference to the Original LTIP and the First Amendment, a copy of which is attached asExhibit A to this proxy statement, each of which is incorporated in its entirety in this proxy statement by reference. If our common unitholders approve this Proposal 1, we intend to file, pursuant to the Securities Act of 1933, as amended, a registration statement on Form S-8 to register the additional units available for issuance under the Amended LTIP.

Common Units Subject to the Amended LTIP

If the First Amendment is approved by our common unitholders, the maximum number of common units, which would be subject to the same adjustments as currently provided in the Original LTIP, that may be delivered with respect to awards under the Amended LTIP will be increased to 5,225,000 common units. As of September 30, 2015, 1,392,627 common units that were previously issued under the Original LTIP remained subject to outstanding awards under the Original LTIP.

The common units to be delivered under the Amended LTIP may be units otherwise issuable by the Partnership, units acquired in the open market and/or from any person. To the extent that an award terminates or is cancelled prior to and without the delivery of common units (or if an award is forfeited), the units subject to the award may be used again with respect to new awards granted under the Amended LTIP.

Administration

Like the Original LTIP, the Amended LTIP will generally be administered by our general partner’s board of directors (which is the current plan administrator) or a committee as may be appointed by the board of directors (either entity, the “plan administrator”). The plan administrator has the full authority, subject to the terms of the Amended LTIP, to establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Amended LTIP, to designate participants under the Amended LTIP, to determine the number of units to be covered by awards, to determine the type or types of awards to be granted to a participant, and to determine the terms and conditions of any award.

Eligibility

All employees, consultants and directors of our general partner and its affiliates that perform services for us are eligible to be selected to participate in the Amended LTIP. The selection of which eligible individuals will receive awards is within the sole discretion of the plan administrator. As of September 30, 2015, there were approximately 280 employees eligible to receive awards under the Amended LTIP.

Term of the Amended LTIP

The term of the Amended LTIP will expire on the earliest of (1) the date it is terminated by the board of directors of our general partner, (2) the date all common units available under the Amended LTIP have been paid to participants, and (3) the tenth anniversary of the date of the First Amendment.

Awards under the Amended LTIP

Like the Original LTIP, the Amended LTIP will consist of some or all of the following components: restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, other unit-based awards and unit awards.

Restricted Units

A restricted unit is a common unit that vests over a period of time, and during that time, is subject to forfeiture. The plan administrator may make grants of restricted units containing such terms as it shall determine, including the period over which restricted units will vest. The plan administrator, in its discretion, may base its determination upon the achievement of specified financial or other performance objectives. Unless otherwise provided in a participant’s award agreement, a participant generally will be entitled to receive quarterly distributions with respect to the participant’s restricted units award during the vesting period.

We intend for the restricted units under the Amended LTIP to serve as a means of incentive compensation for performance and not primarily as an opportunity to participate in the equity appreciation of our common units. Therefore, it is expected that plan participants will not pay any consideration for restricted units they receive, and we will receive no remuneration for the restricted units.

Phantom Units

A phantom unit entitles the grantee to receive a common unit upon the vesting of the phantom unit or, in the discretion of the plan administrator, cash equivalent to the value of a common unit. The plan administrator may make grants of phantom units under the Amended LTIP containing such terms as the plan administrator shall determine, including the period over which phantom units granted will vest. The plan administrator, in its discretion, may base its determination upon the achievement of specified financial objectives.

We intend for the issuance of common units upon vesting of the phantom units under the Amended LTIP to serve as a means of incentive compensation for performance and not primarily as an opportunity to participate in the equity appreciation of our common units. Therefore, it is expected that plan participants will not pay any consideration for the common units they receive, and we will receive no remuneration for the common units.

Unit Options

The Amended LTIP will permit the grant of options covering common units. The plan administrator may make grants containing such terms as the plan administrator shall determine. Unit options will typically have an exercise price that is not less than the fair market value of the common units on the date of grant. In general, unit options granted will become exercisable over a period determined by the plan administrator.

Unit Appreciation Rights

The Amended LTIP will permit the grant of unit appreciation rights. A unit appreciation right is an award that, upon exercise, entitles the participant to receive the excess of the fair market value of a common unit on the exercise date over the exercise price established for the unit appreciation right. Such excess will be paid in cash or common units. The plan administrator may make grants of unit appreciation rights containing such terms as the plan administrator shall determine. Unit appreciation rights will typically have an exercise price that is not less than the fair market value of the common units on the date of grant. In general, unit appreciation rights granted will become exercisable over a period determined by the plan administrator.

Distribution Equivalent Rights

The plan administrator may, in its discretion, grant distribution equivalent rights, or DERs, in tandem with phantom unit awards or other award under the Amended LTIP. DERs entitle the participant to receive cash equal to the amount of any cash distributions made by us during the period the DER is outstanding. Payment of a DER issued in connection with another award may be subject to the same vesting terms as the award to which it relates or different vesting terms, in the discretion of the plan administrator.

Other Unit-Based Awards

The Amended LTIP will permit the grant of other unit-based awards, which are awards that are based, in whole or in part, on the value or performance of a common unit. Upon vesting, the award may be paid in common units, cash or a combination thereof, as provided in the grant agreement.

Unit Awards

The Amended LTIP will permit the grant of common units that are not subject to vesting restrictions. Unit awards may be in lieu of or in addition to other compensation payable to the individual.

Other Provisions

Our general partner or one of its affiliates are authorized to withhold from any award, from any payment due or transfer made under any award or from any compensation or other amount owing to a participant, the amount (in cash, common units, or other property) of any applicable taxes payable with respect to the grant of an award, its exercise, the lapse of restrictions applicable to an award or in connection with any payment relating to an award or the transfer of an award and to take such other actions as may be necessary to satisfy the withholding obligations with respect to an award.

The board of directors of our general partner may terminate or amend the Amended LTIP or any part of the Amended LTIP at any time in any manner, including increasing the number of common units that may be granted, subject to the requirements of the securities exchange upon which the common units are listed at that time and to applicable tax and securities laws. However, without unitholder approval, subject to certain exceptions, no amendment to the Amended LTIP or any award granted thereunder may have the effect of reducing the exercise price of any option or unit appreciation right, providing payment in respect of any underwater option or unit appreciation right or otherwise “repricing” an award.

Options and unit appreciation rights are only exercisable by the participant during the participant’s lifetime, or by the person to whom the participant’s rights pass by will or the laws of descent and distribution. No award or right granted under the Amended LTIP may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered and any such purported transfer shall be void and unenforceable. Notwithstanding the foregoing, the plan administrator may, in its discretion, allow a participant to transfer an option or a unit appreciation right without consideration to an immediate family member or a related family trust, limited partnership, or similar entity on the terms and conditions established by the plan administrator from time to time.

Federal Income Tax Consequences

The tax consequences of awards granted under the Amended LTIP are complex and depend, in large part, on the surrounding facts and circumstances. This section provides a brief summary of certain significant federal income tax consequences of the Amended LTIP under existing U.S. law. This summary is not a complete statement of applicable law and is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder, as well as administrative and judicial interpretations of the Code as in effect on the date of this description. If federal tax laws, or the interpretations of such laws, change in the future, the information provided in this section may no longer be accurate. This section does not discuss state, local, or non-U.S. tax consequences. This section also does not discuss the effect of gift, estate, or inheritance taxes. In addition, unit options, unit appreciation rights and certain other awards that provide for a “deferral of compensation” within the meaning of Section 409A of the Code could be subject to additional taxes unless they are designed and administered to comply with certain restrictions set forth in Section 409A and the guidance promulgated thereunder.

The federal income tax consequences to a participant vary depending upon the type of award granted under the Plan. In general, the recipient of a unit option realizes ordinary income upon exercising the option equal to the difference between the option exercise price and the fair market value on the exercise date of the units purchased. Upon the subsequent sale of any such units by the recipient, any appreciation or depreciation in the value of the units after the exercise date will be treated as a capital gain or loss for the recipient.

Generally, no taxes are due upon a grant of restricted units, phantom units, performance units or other unit-based or cash-based awards subject to vesting provisions. An award of restricted units generally becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Income tax is generally paid at ordinary income rates on the value of the restricted units when the restrictions lapse, and then at capital gain rates with respect to any further gain (or loss) when the units are sold. In the case of phantom units, performance units, and other unit-based or cash-based awards, the participant generally will have taxable ordinary income upon the delivery of units or payment of cash with respect to the award. To the extent that a participant recognizes ordinary income in the circumstances described above, the company for which the participant performs services generally will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.

New Plan Benefits

The awards, if any, that will be made to eligible persons under the Amended LTIP are subject to the discretion of the plan administrator and, therefore, we cannot currently determine the benefits or number of units subject to awards that may be granted in the future to eligible employees, consultants and directors under the Amended LTIP, nor can we estimate the amount or the number of units that could have been granted to the eligible individuals had the Amended LTIP been in place in the last fiscal year.

We made annual equity grants under the Original LTIP to ourCompany’s named executive officers in 2014, which are reported inevery one, two or three years or you may “ABSTAIN” from the “Grants of Plan-Based Awards” table in this proxy statement. If the Amended LTIP is approved, we anticipate making an annual equity grant for 2015 to our executive officers and certain employees under the Amended LTIP in 2016, but the amount of such grants is not determinable at this time. Such awards will be subject to vesting.

Voting Procedures

Approval ofvote. Proposal 14 requires the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the SpecialAnnual Meeting and entitled to vote thereon in favor of one of the voting options contemplated by our common unitholders, assumingProposal 4. If one of the voting options is not adopted by the required vote of the stockholders, the Board will evaluate the votes cast for each of the voting options and will deem the voting option receiving the greatest number of votes to be the voting option approved by the stockholders.

Abstentions and brokernon-votes are counted for purposes of determining whether a quorum is present. The holdersAbstentions and brokernon-votes will not be considered as votes cast “for” or “against” Proposal 1 or Proposal 4 and will not affect the outcome of a majorityProposal 1 or Proposal 4. Abstentions will have the same effect as votes against Proposals 2 and 3. Brokernon-votes will not have any effect on the outcome of the outstanding common units represented in person or by proxy shall constitute a quorumany proposal to be voted on at the Special Meeting. Your common units willmeeting.

Will my shares be counted as present atvoted if I do not provide my proxy and do not attend the Special Meeting if: (i)Annual Meeting?

If you are presenta stockholder of record and you do not vote in person at the meeting;Annual Meeting or (ii)vote by proxy, then your shares will not be voted.

If you orhold your shares in “street name,” your broker should ask you how you want your shares to be voted. If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen, depending on the type of proposal. For certain “routine” matters, even if you do not give your broker instructions on how to vote your shares, the broker may vote your shares in its discretion. This is a broker discretionary vote. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal 2) is considered routine under

applicable rules. For matters not considered “routine,” if you do not give your broker instructions on how to vote your shares, the broker will return the proxy card without voting on that proposal. This is a brokernon-vote. The proposals to elect directors (Proposal 1), to approve, on an advisory basis, the Company’s executive compensation (Proposal 3) and to approve, on an advisory basis, the frequency of holding an advisory vote on the Company’s executive compensation (Proposal 4) are not considered routine. As a beneficial owner of common units held in street name,result, no broker should vote your shares on these proposals without your specific instructions.

Who counts the votes?

We have submitted a properly executed proxy.

Proxies received but markedengaged Broadridge Financial Solutions, Inc., as our independent agent, to receive and tabulate votes at the Annual Meeting. Broadridge will separately tabulate “For” or “Withhold” or “For,” “Against” or “Abstain” votes, abstentions and brokernon-votes, as applicable. Broadridge has also been retained to be our election inspector to certify the results, determine the existence of a quorum and the validity of proxies, and perform any other acts required under the Delaware General Corporation Law.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock outstanding and entitled to vote are present in person or represented by proxy at the Annual Meeting.

Your shares will be counted as present for purposes of determiningtowards the presence ofquorum only if you submit a quorum. Thus,valid proxy vote or vote at the total sum of votes “for,” plus votes “against,” plus abstentionsAnnual Meeting. Abstentions and brokernon-votes in respect of the LTIP Proposal must will be greater than 50% of the total number of our outstanding common units to satisfycounted towards the quorum requirement. ApprovalIf there is no quorum, either the chairperson of Proposal 1the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting to another time or place.

Who is paying for this proxy solicitation?

We will bear all costs incurred in the solicitation of proxies, including the preparation, printing and mailing of the Notice of Availability, Notice of Annual Meeting and Proxy Statement and the related materials. In addition to solicitation by mail, our directors, officers and employees may solicit proxies in person or by telephone,e-mail, facsimile or other means, without additional compensation. We may also reimburse brokers, banks, dealers and other agents for the cost of forwarding proxy materials to beneficial owners.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be achieved if votes for “for” represent greater than 50%announced by the filing of a Current Report on Form8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form8-K within four business days of the votes castday the final results are available.

When are stockholder proposals due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing to our Corporate Secretary at 500 Dallas Street, Suite 1700, Houston, Texas 77002 and received by December 7, 2019; provided that, if the Special Meeting bydate of the 2020 annual meeting is more than 30 days before or after May 15, 2020, the deadline is a reasonable time before we begin to print and send our common unitholders. Abstentions willproxy materials for next year’s annual meeting. If you wish to submit a proposal that is not to be included in our proxy materials for next year’s annual meeting pursuant to the numberSEC stockholder proposal procedures or to nominate a director, you must do so between January 21, 2020 and February 20, 2020;providedthat if the date of common units voting and will therefore havethat annual meeting is more than 30 days before or after May 15, 2020, you must give notice not later than the effectclose of a vote against the LTIP Proposal. Broker non-votes will not be considered entitled to vote and will therefore have no effectbusiness on the vote.45th day before such annual meeting date or, if later, the 10th day following the day on which public announcement of the annual meeting date is first made. You are also advised to review our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

DIRECTORS AND DIRECTOR NOMINEES

THE BOARD OF DIRECTORS OF OUR GENERAL PARTNER UNANIMOUSLY RECOMMENDS THAT COMMON UNITHOLDERS VOTE “FOR” APPROVAL OF PROPOSAL 1. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” APPROVAL OF PROPOSAL 1.

Scott L. Hoffman has served as a member of the Board since March 2019. Mr. Hoffman is a Senior Analyst at Brigade Capital Management, covering the energy and employeespower sectors. Prior to joining Brigade, Mr. Hoffman was a Director in Deutsche Bank’s Distressed Products Group from 2009 to 2012. In that capacity, Mr. Hoffman was responsible for following a variety of distressed credits and focused specifically on the energy, power, paper/packaging and airline sectors. Mr. Hoffman previously worked as a Senior Analyst in Citadel Investment Group’s Fundamental Credit Group, where he focused on the airline, building products, home building and industrial sectors. Prior to Citadel, Mr. Hoffman spent five years at Credit Suisse First Boston as an Analyst for CSFB’s Distressed Group and as an Investment Banker in the Financial Sponsors Group. Mr. Hoffman began his career at Canadian Imperial Bank of Commerce’s Financial Sponsors Group as an Investment Banker. Mr. Hoffman received a BA in International Relations from the University of Pennsylvania.

The Board believes that Mr. Hoffman’s considerable energy investment and credit experience brings substantial investment management skills to the Board.

Evan S. Lederman has served as a member of the Board since our general partner, its affiliatesinception in May 2017. Mr. Lederman joined Fir Tree Partners (“Fir Tree”) in 2011 and our subsidiariesis a Partner and member of the membersRisk Committee. Mr. Ledermanco-manages the firm’s distressed credit, restructuring, activist and private equity oriented strategies, including Fir Tree’s energy investments. Prior to joining Fir Tree, Mr. Lederman worked in the Business Finance and Restructuring groups at Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP. Mr. Lederman is currently a member of the board of directors of Riviera Resources (Chairman of the Board), Roan Resources, Ultra Petroleum (Chairman of the Board), Amplify Energy (formerly Memorial Production Partners), New Emerald Energy LLC, Midstates Petroleum and Deer Finance, LLC. Mr. Lederman received a J.D. degree with honors from New York University School of Law and a B.A., magna cum laude, from New York University, where he was theall-university commencement speaker in 2002.

The Board believes that Mr. Lederman’s extensive investment and restructuring experience in the energy industry, as well as his considerable experience as a member of the boards of exploration and production companies, brings valuable strategic and analytical skills to the Board.

David H. Proman has served as our general partner will be eligibleChairman and a member of the Board since our inception in May 2017. Mr. Proman joined Fir Tree in 2010 and is a Managing Director and a Partner of Fir Tree.As Co-Head of Restructuring of Fir Tree, Mr. Proman focuses on managing the firm’s distressed credit, restructuring and litigation-oriented investment strategies, including energy and structured credit activist initiatives. Mr. Proman has 15 years of investment experience in structured and corporate debt investing. Prior to receive awards underjoining Fir Tree, Mr. Proman was an analyst at Kore Advisors, a fixed income investment manager, where he helped manage corporate and structured mortgage credit investments. Mr. Proman served on the Amended LTIP if itboard of directors ofEco-Stim Energy Solutions, Inc. from March 7, 2017 to October 13, 2017. Mr. Proman is approved.currently a member of the boards of directors, in his capacity as a Fir Tree employee, of Midstates Petroleum Company, Inc., New Emerald Energy LLC and Deer Finance, LLC. Mr. Proman also serves on the Technical Committee of FHipo, a residential mortgage REIT in Mexico and is Chairman of AC Capital Partners, S. de. R.L de C.V. and Grupo Amaral Administrador de Catera S.A.P.I de C.V. Mr. Proman received a B.A in Economics from the University of Virginia.

The Board believes Mr. Proman’s extensive investment and restructuring experience in the energy industry brings valuable strategic and analytical skills to the Board.

Kenneth Marianijoined Amplify Energy Corp. as President and Chief Executive Officer in May 2018. Mr. Mariani most recently served as the President of EnerVest Ltd. from January 2014 through December 2017. Prior to that, he served as Executive Vice President of EnerVest and President and Chief Executive Officer of EnerVest Operating Company from January 2012 to January 2014. Mr. Mariani joined EnerVest in 2000 and was Senior Vice President and General Manager — Eastern Division for 11 years. Prior to joining EnerVest, from 1991 to 2000, he served as Vice President of Operations for Energy Corporation of America (“ECA”), a privately

held exploration and production company, and was responsible for engineering, land, geology and production operations. Prior to his role at ECA, he held various engineering positions at Conoco, Inc., in the Midland, TX, and Rocky Mountain Divisions. Mr. Mariani holds a degree in Chemical Engineering from the University of Pittsburgh, graduatingcum laude with a petroleum option. Mr. Mariani received his Master of Business Administration from The University of Texas of the Permian Basin and is a licensed Professional Engineer.

The Board believes Mr. Mariani’s extensive executive experience with oil and natural gas companies brings valuable strategic, managerial and analytical skills to the Board.

Edward A. Scoggins, Jr. has served as a member of the Board since our inception in May 2017.Mr. Scoggins co-founded Millennial Energy Partners in 2012, and currently serves as Managing Partner. Under his leadership, the firm has secured private equity capital in excess of $300 million and directly invested in oil and gas assets through eight investment vehicles. Prior to Millennial, from 2008 to 2012, Mr. Scoggins led BG Group plc’s commercial and technical teams on oil and gas investments in the Haynesville shale, the Marcellus shale, British Columbia, Chile, Equatorial Guinea and Trinidad and Tobago. Prior to joining BG Group plc, Mr. Scoggins served as Strategic Planning Manager and Community and Public Relations Manager with Marathon Oil Company from 2005 to 2008. Mr. Scoggins began his career with Bechtel Corporation as Project Controls Engineer in Equatorial Guinea, West Africa from 2004 to 2005. In addition the Amended LTIP provides for indemnificationto Amplify Energy, Mr. Scoggins also currently serves as a member of the board of directors of our general partner or such committee as may be appointed byUltra Petroleum Corp. He received his bachelor’s degree in Economics and History from Vanderbilt University and earned his Master of Science in Foreign Service (MSFS) degree with a concentration in business and finance from Georgetown University.

The Board believes that Mr. Scoggin’s considerable investment and commercial experience in the board of directors of our general partner to administer the Amended LTIPenergy industry brings valuable strategic and investment skills to the fullest extent permitted by law, with respectBoard.

EXECUTIVE OFFICERS

In addition to determinations made in connection withMr. Mariani (please see biography above), the Amended LTIP. Accordingly, the membersfollowing individuals serve as our executive officers as of the boarddate of directors of our general partner andthis proxy statement. Officers serve at the executive officers of our general partner have a substantial interest in the approvaldiscretion of the LTIP Proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS

As of September 30, 2015, the following table sets forth the beneficial ownership of our common units that are owned by:

CORPORATE GOVERNANCE MATTERS

Code of Conduct

The Board has adopted a code of business conduct and ethics (the “Code of Conduct”) that applies to all directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Conduct is available in the Corporate Governance section of our website at www.amplifyenergy.com. The purpose of the Code of Conduct is to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by us; and to promote compliance with all applicable rules and regulations that apply to us and our officers.

Board Composition

The Board consists of seven members. The Board holds regular and special meetings at any time as may be necessary. Regular meetings may be held without notice on dates set by the Board from time to time. Special meetings of the Board or meetings of any committee thereof may be held at the request of the Chairman of the Board or a majority of the Board (or a majority of the members of such committee) upon at least two days (if the meeting is to be held in person) or 24 hours (if the meeting is to be held telephonically) prior oral or written notice to the other members of the Board or committee or upon such shorter notice as may be approved by the directors or members of such committee. A quorum for a regular or special meeting will exist when a majority of the members are participating in the meeting either in person or by telephone conference. Any action required or permitted to be taken at a board meeting may be taken without a meeting if such action is evidenced in writing and signed by all of the members of the Board. The Board currently consists of a single class of directors each servingone-year terms.

In evaluating director candidates, the Board will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skill and expertise that are likely to enhance the ability of the Board to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties. The Board will consider individuals identified by stockholders on the same basis as nominees from other sources. We have no minimum qualifications for director candidates. In general, however, the Board will review and evaluate both incumbent and potential new directors in an effort to achieve diversity of skills and experience among our directors and in light of the following criteria:

Compensation Discussion and Analysis

Although we do not have a policy in regard to the consideration of diversity in identifying director nominees, the Board seeks nominees with distinct professional backgrounds, experience and perspectives so that the Board as a whole has the range of skills and viewpoints necessary to fulfill its responsibilities.

Board Nominations

Our amended and restated bylaws set forth the procedures for submitting recommendations for candidates to the Board. Nominations of persons for election to the Board may be made at an annual meeting of stockholders (i) pursuant to our proxy materials with respect to such annual meeting, (ii) by or at direction of the Board or (iii) by any stockholder who is entitled to vote at the annual meeting who has complied with the notice procedures set forth in our general partner or Memorial Resource, inamended and restated bylaws.

Meeting ofNon-Management Directors and Communications with Directors

At each case subject to reimbursement by us. Memorial Resource currently manages our operations and activities, and makes certain compensation decisions on our behalf, underquarterly meeting of the omnibus agreement. The compensation forBoard, all of our general partner’sindependent directors intend to meet in an executive officers is paidsession without participation by Memorial Resource, and we reimburse Memorial Resource for costs and expenses incurred for our benefitmanagement or on our behalf pursuantnon-independent directors. Shareholders or interested parties may communicate directly with the Board, any committee of the Board, any independent directors, or any one director, by sending written correspondence by mail addressed to the termsBoard, committee or director to the attention of our Corporate Secretary at the following address: c/o Corporate Secretary, Amplify Energy Corp., 500 Dallas Street, Suite 1700, Houston, Texas 77002. Communications are distributed to the Board, committee of the omnibus agreement.Board, or director as appropriate, depending on the facts and circumstances outlined in the communication. Commercial solicitations or communications will not be forwarded.

ResponsibilityDirector Independence

Our common stock is quoted for trading on OTCQX. Pursuant to OTCQX rules, we are required to have at least two independent members of the Board. The Company’s standards for determining director independence require the assessment of directors’ independence each year. A director cannot be considered independent unless the Board affirmatively determines that he or she does not have any relationship with management or the Company that may interfere with the exercise of his or her independent judgment, including any of the relationships that would disqualify the director from being independent under OTCQX rules.

The Board has assessed the independence of eachnon-employee director under the Company’s guidelines and authority for compensation-related decisions for executive officersOTCQX rules. The Board has affirmatively determined that, under OTCQX rules, Messrs. Dunn, Hamm, Hoffman, Lederman, Proman and other personnel employedScoggins are independent directors, based on information provided by our general partner residesthe directors.

In connection with our general partner. Responsibilityits assessment of the independence of eachnon-employee director, the Board also determined that Messrs. Dunn, Hoffman and authority for compensation-related decisions for executive officersScoggins are independent as defined in Section 10A of the Exchange Act and other personnelunder the standards set forth by the OTCQX rules applicable to members of the Audit Committee.

Board Leadership Structure and Role in Risk Oversight

Leadership of the Board is vested in a Chairman of the Board. David H. Proman serves as the Chairman of the Board the Company. We do not have a policy requiring either that are employedthe positions of the Chairman of the Board and the Chief Executive Officer be separate or that they be occupied by Memorial Resource reside with Memorial Resource. Our general partner’s executive officers manage our businessthe same individual. The Board believes that this issue is properly addressed as part of the service providedsuccession planning process and that a determination on this subject should be made when it elects a new chief executive officer or at such other times as when consideration of the matter is warranted by Memorial Resource undercircumstances.

Risk is inherent in business, and it is the omnibus agreement,responsibility of senior management to develop and implement the Company’s short and long-term objectives and to identify, evaluate, manage and mitigate the risks inherent in seeking to achieve those objectives. The Board is actively involved in oversight of risks that could affect us and works with management to ensure that it has in place processes for dealing appropriately with risk. For example, the Board:

Board oversight is conducted in part through its committees. In particular, the Audit Committee is responsible for overseeing the Company’s assessment and management of financial reporting and internal control risks, as well as other financial risks, such as the credit risks associated with counterparty exposure. The Audit Committee is responsible for discussing with management the Company’s significant financial risk exposures and the compensation for allactions management has taken to monitor and control such exposures. Management and the Company’s independent registered public accountants report regularly to the Audit Committee on those subjects. The Board does not consider its role in oversight of the Company’s risk management function to be relevant to its choice of leadership structure.

Committees of the Board

The Board has established an Audit Committee and a Compensation Committee. The Audit Committee and Compensation Committee compositions and responsibilities are described below.

Audit Committee

The Audit Committee assists the Board in its oversight of the integrity of our general partner’s executive officers is indirectly paidfinancial statements and our compliance with legal and regulatory requirements and Company policies and controls. The Audit Committee has the sole authority to retain and terminate our independent registered public accounting firm, approves all auditing services and related fees and the terms thereof, andpre-approves anynon-audit services to be rendered by our general partner through reimbursements to Memorial Resource. All determinations with respect to awards made underindependent registered public accounting firm. The Audit Committee is also responsible for confirming the Amended LTIP to executive officersindependence and objectivity of our general partner and of Memorial Resource are made byindependent registered public accounting firm. Our independent registered public accounting firm is given unrestricted access to the board of directorsAudit Committee. The charter for the Audit Committee is available within the “Corporate Governance” section of our general partner, following the recommendation of Memorial Resource.

Some of our general partner’s named executive officers are also executive officers of Memorial Resource, and we expect that our general partner’s named executive officers will devote a significant portion of their total business time to Memorial Resource and its operations. Compensation paidwebsite at http://investor.amplifyenergy.com/corporate-governance.cfm. The information contained on, or awarded by us with respectconnected to, our general partner’s named executive officers reflects onlywebsite is not incorporated by reference into this proxy statement and should not be considered part of this or any other report that we file with or furnish to the portionSEC.

Messrs. Dunn, Hoffman and Scoggins currently serve on the Audit Committee and Mr. Scoggins serves as the chairman. Pursuant to OTCQX rules, we are required to have a majority independent Audit Committee. Each of Memorial Resource’s compensation expense allocated to us by Memorial ResourceMessrs. Dunn, Hoffman and Scoggins are considered independent under OTCQX rules. The Board has determined that Mr. Scoggins is an “audit committee financial expert” as defined under SEC rules.

Compensation Committee

The Compensation Committee assists the omnibus agreement. Memorial Resource has the ultimate decision-making authorityBoard in its oversight responsibilities with respect to the totalmanagement of risks arising from our compensation policies and programs. The Compensation Committee reviews and fixes the salary and other compensation of the Chief Executive Officer and the other executive officers of the Company, including administering the Amplify Energy Corp. Management Incentive Plan. The charter for the Compensation Committee is available within the “Corporate Governance” section of our website at http://investor.amplifyenergy.com/corporate-governance.cfm. The information contained on, or connected to, our website is not incorporated by reference into this proxy statement and should not be considered part of this or any other report that we file with or furnish to the SEC.

Messrs. Dunn, Hamm and Proman currently serve on the Compensation Committee, and Mr. Hamm serves as the chairman.

Other Committees

The Board may on occasion establish other committees, as it deems necessary or required. We do not currently have a standing nominating committee or a committee performing similar functions. The independent directors of the Board currently serve this function. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the Board. The Board will assess all candidates, whether submitted by management or stockholders, and make recommendations for election or appointment. There have been no material changes to the procedures by which security holders may recommend nominees to the Board.

Meetings of the Board, Board and Committee Member Attendance and Annual Meeting Attendance

During 2018, the Board met 13 times, the Audit Committee met four times, the Compensation Committee met three times and each board member attended 63% or more of the aggregate of the meetings of the Board and of the committees on which he served. We encourage all of our directors and nominees for director to attend the Annual Meeting; however, attendance is not mandatory. All of our directors attended the 2018 Annual Meeting.

Hedging Policy

Our insider trading policy prohibits our employees from engaging in any speculative transactions involving our equity securities, including buying and selling prepaid variable forward contracts, equity swaps, collars, puts, calls or other derivative securities that are designed to hedge or speculate on changes in the market value of equity securities of the Company. Any such activity would require the approval and authorization of either the Chief Compliance Officer or General Counsel.

Stockholder Communications with the Board

Should stockholders wish to communicate with the Board or any specified individual directors, such correspondence should be sent to the attention of the Corporate Secretary at 500 Dallas Street, Suite 1700, Houston, Texas 77002. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “AMPY Stockholder-Board Communication” or “AMPY Stockholder-Director Communication.” All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all members of the Board or just certain specified individual directors. The Company’s General Counsel will review each communication received from stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (i) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication and (ii) the communication falls within the scope of matters generally considered by the Board. If the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the Company, then the Company’s General Counsel may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. If requested, any questions or comments will be kept confidential to the extent reasonably possible. The acceptance and forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.

Compensation Committee Interlocks and Insider Participation

During 2018, none of our executive officers served on the board or compensation committee of a company that had an executive officer that served on the Board. During 2018, no member of the Board was an executive officer of a company in which one of our executive officers served as a member of the board or compensation committee of that company.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Amplify under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The primary purpose of the Audit Committee is to oversee our financial reporting processes on behalf of the Board. The Audit Committee’s functions are more fully described in its employees,charter, which is available on our website at http://www.amplifyenergy.com. Management has the primary responsibility for our financial statements and reporting processes, including our general partner’ssystems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management Amplify’s audited financial statements as of and for the year ended December 31, 2018.

The Audit Committee discussed with KPMG LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 16 as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T. In addition, the Audit Committee discussed with KPMG LLP their independence, and received from KPMG LLP the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the Audit Committee discussed with KPMG LLP, with and without management present, the scope and results of KPMG LLP’s audit of such financial statements.

Based on these reviews and discussions, the Audit Committee recommended to the Board that such audited financial statements be included in our 2018 Annual Report on Form10-K for filing with the SEC. The Audit Committee also has engaged KPMG LLP as our independent registered public accounting firm for 2019 and is seeking ratification of such appointment by the stockholders.

The Audit Committee of Amplify Energy Corp.

Edward A. Scoggins, Jr., Chairman

David M. Dunn

Scott L. Hoffman

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In the ordinary course of the Company’s business, the Company purchases products or services from, or engages in other transactions with, various third parties. Occasionally, these transactions may involve entities that are affiliated with one or more members of the Board.

Related Party Agreements

Since January 1, 2018, no transactions have occurred, and no transactions are currently proposed, in which the Company was or is to be a participant, involving an amount exceeding $120,000 and in which any related person had or will have a direct or indirect material interest.

Procedures for Approval of Related Party Transactions

We maintain a policy for approval of related party transactions. A “related party transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” means:

The policy and procedures for reviewing related party transactions are not formally stated, but they are derived from the Code of Conduct and the charter of the Audit Committee. Under its charter, the Audit Committee is responsible for reviewing all material facts of all related party transactions, including transactions for which disclosure would be required under Item 404(a) of RegulationS-K.

Indemnification of Officers and Directors

Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursements for expenses incurred arising under the Securities Act.

Our amended and restated certificate of incorporation provides that a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except:

The effect of this provision is to eliminate our rights, and our stockholders’ rights, to recover monetary damages against a director for breach of a fiduciary duty of care as a director. This provision does not limit or eliminate our rights or those of any stockholder to seeknon-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under federal securities laws. In addition, our amended and restated certificate of incorporation provides that we indemnify each director and the officers, employees and agents determined by the Board to the fullest extent provided by the laws of the State of Delaware. Our amended and restated certificate of incorporation also requires us to advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.

Any amendment to or repeal of these provisions will not adversely affect any right or protection of our directors in respect of any act or failure to act that occurred prior to any amendment to or repeal of such provisions or the adoption of an inconsistent provision. If the DGCL is amended to provide further limitation on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL. In addition, we have entered into separate indemnification agreements with each of our directors and executive officers. We also maintain director and officer liability insurance.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis provides an overview of the 2018 executive compensation program for our named executive officers and (subject to the terms of the omnibus agreement) with respect to the portion of that compensation that is allocated to us. Any such compensation decision is not subject to any approval by the board of directors of our general partner.

Our general partner’s “named executive officers” for 2014 were:(“NEOs”) identified below.

Our Compensation Philosophy

Memorial ResourceThe Company employs a compensation philosophy that emphasizespay-for-performance (primarily, insofar as it relates to our partnership, the ability to generate stable cash flows allowing us to make quarterly distributions to common unitholders) based on a combination of our partnership’sthe Company’s performance and the individual’s impact on our partnership’sthe Company’s performance and placing the majority of each officer’s compensation at risk. We believe thispay-for-performance approach generally aligns the interests of executive officers who provide services to us with that of our common unitholders,stockholders, and at the same time enables us to maintain a lower level of base salary overhead in the event our operating and financial performance fails to meet expectations. Memorial Resource designs our general partner’sOur Company’s executive compensation is designed to attract and retain individuals with the background and skills necessary to successfully execute our business model in a demanding environment, to motivate those individuals to reach near-term and long-term goals in a way that aligns their interest with that of our common unitholders,stockholders, and to reward success in reaching such goals.

The portionCompensation Committee relied on several resources in reviewing elements of executive compensation and making compensation decisions, including historical compensation levels and performance objectives, and input from our general partner’s namedpresident and chief executive officers’ salariesofficer (“CEO”) in making determinations regarding the executive compensation program and bonuses incurred by Memorial Resource that was allocated to us, as reflected in the Summaryindividual compensation of each executive officer, other than our CEO. The Compensation Table below, was based on estimated time spent on each entityCommittee did not retain an independent compensation consultant for 2014, on production for 2013 andthe 2018 fiscal year, or rely on a reserve basis methodologybenchmarking analysis as a reference point or framework for 2012. Memorial Resource has designed a compensation program that emphasizes pay-for-performance. Our general partner’s Chief Executive Officer provides periodicdecisions in 2018. The Compensation Committee reviews and discusses all recommendations regarding executive compensation, then submits all recommendations to Memorial Resource regarding the compensation of our general partner’s other named executive officers.Board for approval.

In the future as part of the compensation setting process, Memorial Resource may: (i) examine the compensation practices of our peer companies, (ii) review compensation information from the oil and gas industry generally to the extent we compete for executive talent from a broader group than our selected peer companies, (iii) review and participate in relevant compensation surveys and (iv) retain compensation consultants.

Elements of Executive Compensation

There are three primary elements of compensation that are used in our general partner’s executive compensation program—program: base salary, cashannual incentive bonus and long-term equity incentive awards. CashAnnual incentive bonuses and equity incentives (as opposed to base salary) represent the performance drivenperformance-driven elements of the compensation program. TheyPerformance driven compensation elements are also flexible in application and can be tailored to meet our objectives. The determination of specific individuals’ cashannual incentive bonuses will reflect theirawarded in respect of a performance period reflects each individual’s relative contribution to achieving or exceeding annual goals, and the determination of specific individuals’ long-term incentive awards will beis based on theirthe individual’s expected contribution in respect of longer term performance objectives. Incentive compensation in respect of services provided to us will not be tied in any material way to the performance of entities other than us and our subsidiaries. Specifically, any performance metrics will not be tied to the performance of Memorial Resource, the Funds or any other affiliate of Natural Gas Partners (“NGP”).

Although we bear an allocated portion of the costs of compensation and benefits provided to the Memorial Resource employees who serve as our general partner’s named executive officers, we have no control over such costs, and we will not establish or direct the compensation policies or practices of Memorial Resource. Each of these executive officers continues to perform services for our general partner, as well as for Memorial Resource and its affiliates.

Base Salary. We believe the base salaries for our general partner’s named executive officers are generally competitive within the master limited partnership market, but are moderate relative to base salaries paid by companies with which we compete for similar executive talent across the broad spectrum of the energy industry. We do not expect automatic annual adjustments to be made to base salary. Memorial Resource reviewsreview the base salaries on an annual basis and mayin connection with promotions or other changes to roles and responsibilities and make adjustments as necessary to maintain a competitive executive compensation structure. As part of itsour review, Memorial Resourcewe may examine the compensation of executive officers in similar positions with similar responsibilities at peer companies identified by Memorial Resource or the board of directors of our general partner or at companies within the oil and gas industry with which we generally compete for executive talent. On April 27, 2018, our Board increased Mr. Willsher’s base salary from $235,000 to $300,000 in connection with Mr. Willsher’s promotion from Vice President and Treasurer to Chief Financial Officer of the Company, and increased Mr. Smiley’s base salary from $310,000 to $330,000 in connection with increases to his responsibilities following the departure of Christopher Cooper, our former Senior Vice President & Chief Operating Officer.

Bonus Awards. Annual bonusIncentive Awards. Annual incentive awards are discretionary and may be determined based on financial andand/or individual performance. Memorial Resource reviewsWe review bonus awards for our general partner’s named executive officers annually to determine award payments for the currentmost recently completed fiscal year, as well as to establish award opportunities for the next fiscal year. At the end of each fiscal year, Memorial Resource meetswe meet with each executive officer to discuss our performance goals for the upcoming fiscal year and what each executive officer is expected to contribute to help us achieve those performance goals. The determination of specific individuals’ cash bonusesactual annual bonus payout will reflect their relative contribution to achieving or exceeding annual goals. The earned annual incentive bonuses payable to our named executive officers are generally paid 25% in cash, and 75% in fully vested shares of Amplify stock (calculated based on thethree-day volume weighted average price of an Amplify share for the three consecutive trading days ending one week prior to the bonus payment date). On April 27, 2018, at the same time our Board modified Mr. Willsher’s and Mr. Smiley’s base salaries, the Board increased Mr. Willsher’s target bonus from 50% to 75% of his base salary, and increased Mr. Smiley’s target bonus from 65% to 70% of his base salary.

The Board considers and takes into account several factors in determining the discretionary bonus awards such as company performance and strategic initiatives. For the 2018 fiscal year, our annual bonus program measured achievement of performance objectives related to:

These performance objectives were selected in order to motivate key employees, including our named executive officers, and reward them for successfully executing our business strategies as measured against quantitative operational and financial measures for 2018. Target performance levels for each performance objective were established by the Board in May 2018 and set at challenging levels that were both consistent with our long-term goals and intended to incentivize and reward superior performance. In addition, a threshold level of performance is established for each performance objective, and if threshold performance for a performance objective is not achieved, no bonus amount is earned in respect of that performance objective. For example, as described below, the threshold lease operating expenses performance goal was not achieved and accordingly, the portion of the bonus which could have been earned in respect of lease operating expenses was not paid.

The Compensation Committee certified achievement of the performance objectives for 2018 as follows:

The Compensation Committee determined that the discretionary component of our annual bonus program would be fully funded for 2018. For the 2018 fiscal year, the aggregate target award for each NEO, and total annual incentive award paid to each NEO was as follows:

Long Term Incentive CompensationCompensation.. Our general partner We have adopted the Memorial Production Partners GP LLC Long-TermAmplify Energy Corp. Management Incentive Plan (our “LTIP”(the “MIP”) for employees, officers, consultants and directors of our general partner and any of its affiliates, including Memorial Resource,key personnel who perform services for us. The purpose of awards under our MIP is to align the interests of eligible employees with the interests of our stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company.

Each of our general partner’s named executive officersNEOs is eligible to participate in our LTIP. Memorial Resource determines the overall amount of all long-term equity incentive compensation to be granted annually for its employees (including the officers of our general partner). The portion of that compensation to be granted under our LTIP will be granted by our general partner’s board of directors following the recommendation of Memorial Resource.MIP. Our LTIP is administered by a plan administrator, which is currently the board of directors of our general partner.

Our LTIPMIP allows for the grant of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units phantom units, unit options, unit(“RSUs”), stock appreciation rights, distribution equivalent rights, other unit-basedperformance awards, stock awards and unitother incentive awards. The purposeAll grants under the MIP, to the extent applicable, are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code. A maximum of 2,322,404 shares of the Company’s common stock are reserved for issuance under the MIP. As of December 31, 2018, 816,470 of those common shares remained available for future awards. Shares of common stock subject to awards under our LTIP is to provide additional incentive compensation to employees providing services to us, and to align the economic interests of such employees with the interests of our common unitholders. Common unitsthat are cancelled, expired, forfeited or withheld to satisfy exercise prices or tax withholding obligationsotherwise terminated without delivery of the underlying share will be available again for deliverygrant pursuant to other awards.

DuringThe Compensation Committee determines the year ended December 31, 2014, our general partner’s named executive officerssize and independent directors were granted awardsvesting terms of restricted common units as indicated in the following table:

The board of directors of our general partner determines anyall awards made under our LTIP. With regardMIP, and recommends the terms to the awards made during 2014,Board for approval. The Compensation Committee administers all other aspects of the board of directors of our general partnerMIP. In establishing its recommendations to the Board, the Compensation Committee took a number of factors into account, including:

For any subsequent year,including, among others, the boardeligible employee’s expected contribution to the long-term success of directors of our general partnerthe Company, the significant demand for experienced oil and gas executives and information gathered by the Board regarding equity-based incentive compensation paid to executives at other public oil and gas exploration and production companies. In future years, the Compensation Committee may take some or all of these factors into account, and may also consider other factors that it deems relevant at the time of determination.

On January 9, 2015, certainDuring 2018 our Compensation Committee reviewed the long-term incentive awards granted to our NEOs, includingone-time awards granted in connection with the commencement of employment and historical equity incentive awards granted in connection with our emergence from bankruptcy. Following this review, on November 7, 2018 the Board approved the annual grants of long-term incentive awards (the “2018 Annual MIP Awards”) under the MIP to our senior executives and other employees, including some of our general partner’s executive officersNEOs. The 2018 Annual MIP Awards consist of time-based vesting RSUs and independent directors wereperformance-vesting RSUs.

Time-based vesting RSUs granted awards of restricted common units, as indicated in the following table:

On May 29, 2015, certain of our general partner’s executive officers were granted annual equity awards of restricted common units, which vest in substantially equalone-third (1/3) increments over three years, as indicated in the following table:

The awards were made pursuant to our LTIP and restricted unit agreements between our general partner and each award recipient. The awards are subject to restrictions on transferability and a substantial risk of forfeiture and are intended to retain and motivate members of our general partner’s management. Award recipients have all the rights of a unitholder in us with respect to the restricted units, including the right to receive distributions thereon if and when distributions are made by us to our unitholders. The restricted units vest and the forfeiture restrictions will generally lapse in substantially equal one-third increments on the first, second, and third anniversaries of the date of grant, (except with respect to the awards to our independent directors), so long as the award recipient remains in continuous service with our general partnerthe Company and its affiliates.affiliates through the applicable vesting date.

If an award recipient’s servicePerformance-vesting RSUs vest upon achievement of15-day volume-weighted average price targets, with our general partner or its affiliates is terminated priorone-third vesting upon achievement of each of $12.50 per share, $15.00 per share, and $17.50 per share targets. Upon achievement of such specified share price hurdle, performance-vested RSUs are subject to fulladditional time-based vesting, such that 50% of the restricted units for any reason, thenperformance-vesting RSUs are settled on the date such performance-vesting conditions are satisfied, and an additional 25% vest and are settled on the first and second anniversaries of such date, so long as the award recipient will forfeit all unvested restricted units, except that, if an award recipient’sremains in continuous service with the Company and its affiliates through each date. If a participant’s employment is terminated either by our general partner (or an affiliate)us without “cause” or bywith “good reason,” any unvested time-based vesting RSUs will become vested, and if such termination occurs after the award recipientsecond anniversary of the grant date, performance-vesting RSUs may become vested if the then-current volume-weighted average price is within $0.25 of the next share price target.

In connection with our emergence from bankruptcy in 2017, our then-current NEOs were granted awards of RSUs and stock options under the MIP (the “Emergence Awards”), which consisted of time-based vesting RSUs and time-based vesting stock options. The exercise price of the stock options granted as Emergence Awards was equal to $21.58, which represented a significant premium over the price of a share of common stock at the date of our emergence (which was $13.77). In November 2018, the Board determined, based on the recommendation of the Compensation Committee, that the stock options granted as Emergence Awards no longer constituted a meaningful incentive opportunity for our named executive officers. Holders of stock options granted as Emergence Awards who were considered for receipt of a 2018 Annual MIP Award were required to forfeit the unvested stock options as a condition to receiving any 2018 Annual MIP Award.

Employment Agreements and Severance Protection Agreements

Mr. Mariani and Ms. Schott joined the Company during 2018. In connection with the commencement of their employment, the Company entered into employment agreements with Mr. Mariani and Ms. Schott which set forth the terms of each executive’s employment, and potential severance benefits upon qualifying terminations of employment. Prior to 2018, the Company entered into Change of Control Agreements with Mr. Willsher, Mr. Smiley, Mr. Scarff, and Mr. Stillwell, which provide for severance benefits upon qualifying terminations of employment in connection with a change of control, and Management Incentive Plan Severance Agreements, which provide for severance benefits upon a qualifying termination of employment prior to May 4, 2019. The Company has not entered into an employment agreement or severance agreement with Mr. Willis.

Employment Agreements. The Company entered into an employment agreement with Mr. Mariani (the “Mariani Employment Agreement”), effective May 14, 2018, and an employment with Ms. Schott (the “Schott Employment Agreement”), effective June 11, 2018.

The Mariani Employment Agreement provides Mr. Mariani with an initial base salary of $600,000 per year; an annual bonus opportunity targeted at 100% of his annual base salary, which waspro-rated for calendar year 2018; a grant of 125,000 RSUs subject to time-based vesting conditions and 125,000 RSUs subject to performance-vesting conditions similar to the 2018 Annual MIP Award, which were made within 30 days of the effective date; and the right to participate in the benefit plans, programs and arrangements available to the Company’s other senior executives generally, subject to the terms and conditions of such plans, programs and arrangements.

The Schott Employment Agreement provides Ms. Schott with an initial base salary of $300,000 per year; an annual bonus opportunity targeted at 75% of her annual base salary, which waspro-rated for calendar year 2018; a grant of 40,000 RSUs subject to time-based vesting conditions and 40,000 RSUs subject to performance-vesting conditions similar to the 2018 Annual MIP Award, which were made within 30 days of the effective date; and the right to participate in the benefits plans, programs and arrangements available to the Company’s other senior executives generally, subject to the terms and conditions of such plans, programs and arrangements.

Upon any termination of employment with the Company, Mr. Mariani or Ms. Schott will be entitled to: (i) accrued but unpaid base salary as of the termination date, (ii) any unreimbursed business expenses incurred through the termination date, and (iii) any payments and benefits to which he may be entitled under any benefit plan, programs, or arrangements (collectively, the “Accrued Obligations”).

In the event of a termination of Mr. Mariani’s or Ms. Schott’s employment with the Company without “cause” (as defined below) or for “good reason” (as defined below) (each, a “Good Leaver Termination”), then in addition to the Accrued Obligations and subject to timely execution andnon-revocation of a general release of claims, the NEO will be entitled to: (i) any earned but unpaid annual bonus for the preceding calendar year (the “Actual Prior Year Bonus”); (ii) apro-rated annual bonus in respect of the calendar year of termination, which the amount determined based on actual results for such terms arecalendar year and with thepro-ration determined based on the duration of employment with the Company during such calendar year (the“Pro-Rated Bonus”); (iii) (A) if the termination date occurs on or prior to November 14, 2019, an amount equal to the NEO’s then-current monthly base salary rate, and (B) if the termination occurs after November 14, 2019, an amount equal to 200% of then-current monthly base salary rate, in each case, payable in accordance with the Company’s regularly scheduled payroll practices for a period of 12 months following the termination date; and (iv) up to 12 months of continued health insurance benefits under the Company group health plan (at the employee-rate), subject to his or her continued eligibility for COBRA coverage and terminable if he or she obtains other employment offering group health plan coverage.

If Mr. Mariani’s or Ms. Schott’s employment with the Company is terminated due to death or “disability” (as defined in the restricted unit agreement)Employment Agreement), then in addition to the Accrued Obligations, the NEO will be entitled to the Actual Prior Year Bonus and thePro-Rated Bonus.

Each Employment Agreement provides for a Code Section 280G“best-net” cutback, which would cause an automatic reduction in any payments or benefits the NEO would receive which constitute parachute payments within one year followingthe meaning of Code Section 280G, in the event such reduction would result in the NEO receiving greater payments and benefits on anafter-tax basis.

The Employment Agreement subjects the NEO to employment term and12-month post-employmentnon-competition,non-solicitation andnon-interference restrictive covenants, as well as assignment of inventions, perpetualnon-disparagement and employment term and post-employment confidentiality covenants.

For purposes of the Employment Agreements, the Company will have “cause” to terminate the NEO’s employment upon the occurrence of: (i) conviction of a felony, or plea of guilty or nolo contendere to, any felony or any crime of moral turpitude; (ii) repeated intoxication by alcohol or drugs during the performance of his or her duties; (iii) embezzlement or other willful and intentional misuse of any of the funds of the Company or its direct or indirect subsidiaries, (iv) commission of a demonstrable act of fraud; (v) willful and material misrepresentation or concealment on any written reports submitted to the Company or its direct or indirect subsidiaries; (vi) material breach of the Employment Agreement; (vii) failure to follow or comply with the reasonable, material and lawful written directives of the Board; or (viii) conduct constituting his or her material breach of the Company’s then-current code of conduct or similar written policy.

For purposes of the Employment Agreement, an executive will have “good reason” to terminate employment with the Company upon the occurrence of any of the following without written consent: (i) a relocation of the NEO’s principal work location to a location more than 40 miles from its then-current location; (ii) a reduction in the NEO’s then-current base salary or target bonus, or both; (iii) a material breach of any provision of the Employment Agreement by the Company; or (iv) any material reduction in the NEO’s title, authority, duties, responsibilities or reporting relationship from those in effect as of the effective date, except to the extent such reduction occurs in connection with the NEO’s termination of employment for “cause” or due to the NEO’s death or “disability” (as defined in the Employment Agreement.

Change of Control Severance Benefits. On May 4, 2016, the Company’s predecessor entered into change of control agreements with each of Messrs. Smiley, Scarff and Stillwell and entered into a change of control agreement with Mr. Willsher on April 27, 2017. These change of control agreements require the Company to provide certain compensation and benefits to the executive if the executive’s employment is terminated on account of a qualifying termination (as defined below). The change of control agreements continue in effect until the earlier of (i) a separation from service other than on account of a qualifying termination, (ii) the Company’s satisfaction of all of its obligations under the change of control agreement, or (iii) the execution of a written agreement between the Company and the executive terminating the change of control agreement.

Under the terms of each change of control agreement, if an executive’s employment is terminated on account of a qualifying termination, then subject to such executive’s signing and not revoking a separation agreement and release of claims, then such executive will be entitled to the following payments and benefits:

“Qualifying termination” means, as to any executive, the separation of service on account of (i) an award recipient’s service with our general partnerinvoluntary termination by the Company without “cause” or (ii) such executive’s voluntary resignation for “good reason,” in each case, within six months prior to, or twenty-four months following, a change of control. The term “cause” means (i) such executive’s commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude; (ii) engaging in conduct that constitutes fraud, gross negligence or willful misconduct that results or would reasonably be expected to result in material harm to the Company or its affiliates or their respective businesses or reputations; (iii) breach of any material terms of such executive’s employment, including any of the Company’s policies or its code of conduct; or (iv) willful and continued failure to substantially perform such executive’s duties for the Company which such failure is not remedied within ten business days after receipt of written demand of substantial performance by the Board. The term “good reason” means the occurrence of one of the following without an executive’s express written consent (i) a material reduction of such executive’s duties, position or responsibilities, or such executive’s removal from such position and responsibilities, unless such executive is offered a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation, title and status); (ii) a material reduction by the Company of such executive’s base compensation (base salary and target bonus) as in effect immediately prior to such reduction; (iii) such executive is requested to relocate (except for office relocations that would not increase such executive’s one way commute by more than 50 miles); or (iv) any other action or inaction that constitutes a material breach by the Company of the change of control agreement. The term “change of control” has the meaning ascribed to such term in the MIP.

In the event that the Board determines that payments to be made to an executive under the change of control agreement would constitute “excess parachute payments” under Code Section 280G, then the amount of such payments shall either (i) be reduced so that such payments will not be subject to such excise tax or (ii) paid in full, whichever results in the better net after tax position for the executive.

MIP Severance Agreement. In connection with the grant of the Emergence Awards, each of then-executive officers of the Company, including Messrs. Scarff, Stillwell, Smiley, and Willsher, executed a management incentive plan severance agreement which generally provides that, if the executive is terminated by (i) our general partner withthe Company without “cause” or (ii) by the award recipient’s resignation and engagementexecutive resigns his employment for “good reason,” in “Competition” (aseach case, within two years following the Effective Date (the “Severance Agreement Termination”), in lieu of any other severance payments or benefits, such term is defined in the restricted unit agreement) prior to full vesting of the restricted units, then our general partner has the right, but not the obligation, to repurchase the restricted units atexecutive will receive a price per restricted unitcash amount equal to the lessergreater of (x) such executive’s severance benefits under his change of control agreement (other than the fair marketacceleration of equity awards pursuant to the change of control agreement) (the “Change of Control Severance Benefits”) and (y) a cash payment equal to the value of such restricted unitexecutive’s unvested Emergence Awards on such termination or resignation date (with the value of any stock options calculated as the spread value of the datestock option). However, if the Compensation Committee determines in its good faith judgment that payment of the repurchase and (y)Change of Control Severance Benefits is not warranted because the price paid bybasis of the award recipient fortermination of employment is poor performance which does not otherwise constitute “cause”, the executive officer will only be entitled to a cash payment equal to the value of such restricted unit.

executive’s Emergence Awards on such termination or resignation date. If the Severance and Change in Control Benefits. We do not provide any severanceAgreement Termination occurs within six months prior to, or twenty-four months following, a change of control benefits to our general partner’s executive officers.of the Company, the executive’s change of control agreement shall control in such event.

Other Benefits. Memorial Resource doesWe do not maintain a defined benefit pension plan for itsthe executive officers, because it believes such plans primarily reward longevity rather than performance. Memorial Resource providesofficers. We provide a basic benefits package generally to all employees, which includes a 401(k) plan and eligibility to receive employer matching contributions, and health, disability and life insurance. Memorial Resource employees who provide services to us under the omnibus agreement will be entitled to the same basic benefits.

Compensation Committee Report

The board of directors of our general partner does not have a compensation committee. The board of directors of our general partnerOur Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on this review and discussion, the boardCompensation Committee has recommended to the Board of directors of our general partner has approvedthe Company that the Compensation Discussion and Analysis for inclusionbe included in this proxy statement.annual report.

Employment AgreementsChristopher W. Hamm

Neither Memorial Resource nor our general partner has entered, or currently intends to enter, into any employment agreements with any of our named executive officers, other than change of control agreements.David M. Dunn

David H. Proman

Deductibility of Compensation

We believeElements of the Company’s executive compensation program, including stock options granted under the MIP, were designed in a manner intended to allow elements thereof to satisfy specific exceptions to the Section 162(m) limit on deductibility related to performance-based compensation. However, pursuant to the 2017 Tax Cuts and Jobs Act signed into law on December 22, 2017 (the “Tax Act”), the exception for performance-based compensation has been repealed effective for taxable years beginning after December 31, 2017, such that the compensation paid to our general partner’s namedcovered executive officers is generally fullyin excess of $1,000,000 will not be deductible unless it qualifies for federal income tax purposes. We are a limited partnership, and we do not meettransition relief applicable to certain arrangements in place as of November 2, 2017. The Compensation Committee reserves the definition of a “corporation” subjectright to deduction limitations undermodify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with our business needs.

Pay Ratio Disclosure

As required by Section 953(b) of the Code. Accordingly,Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the total annual compensation of our employees and the annual total compensation of our president and chief executive officer:

For 2018, our last completed fiscal year:

Based on this information, for 2018 the ratio of the annual total compensation of Mr. Mariani, our president and chief executive officer, to the median of the annual total compensation of all employees was 32.5:1.

To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not applybe comparable to the pay ratio reported above, as other companies may have different employment and compensation paid to our general partner’s named executive officers.practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Relation of Compensation Policies and Practices to Risk Management

Memorial Resource’sOur compensation policies and practices are designed to provide rewards for short-term and long-term performance, both on an individual basis and at the entity level. In general, optimal financial and operational performance, particularly in a competitive business, requires some degree of risk-taking. Accordingly, the use of compensation as an incentive for performance can foster the potential for management and others to take unnecessary or excessive risks to reach performance thresholds that qualify them for additional compensation.

From a risk management perspective, our policy is to conduct our commercial activities withinpre-defined risk parameters that are closely monitored and are structured in a manner intended to control and minimize the potential for unwarranted risk-taking. We also routinely monitor and measure the execution and performance of our projects and acquisitions relative to expectations.

We expect our compensation arrangements to contain a number of design elements that serve to minimize the incentive for taking unwarranted risk to achieve short-term, unsustainable results. Those elements include delaying the rewards and subjecting such rewards to forfeiture for terminations related to violations of our risk management policies and practices or of our Code of Business Conduct and Ethics.

In combination with our risk-management practices, we do not believe that risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us.

Summary Compensation Table

The following table includes the compensation earned by our general partner’s named executive officers and allocated to us by Memorial ResourceNEOs for the fiscal years ended December 31, 2014, 20132018, 2017 and 2012.

																All Other
Name and Position		Year		Salary				Bonus				Equity   Awards (5)				Compensation   (6)				Total
John A. Weinzierl		2014		$	165,000			$	—			$	2,800,008			$	468,106			$	3,433,114
(Chief Executive Officer and Chairman) (1) (7)		2013			83,152				285,313				2,249,996				320,292				2,938,753
		2012			16,000				—				2,500,735				195,039				2,711,774
William J. Scarff		2014		$	153,542			$	176,458			$	1,999,990			$	108,250			$	2,438,240
(President)
Andrew J. Cozby		2014		$	165,000			$	154,000			$	1,300,010			$	226,960			$	1,845,970
(Former Vice President and Chief Financial Officer) (2)		2013			110,869				142,656				1,207,885				137,175				1,598,585
		2012			40,000				23,738				703,661				51,197				818,596
Robert L. Stillwell, Jr.		2014		$	123,750			$	96,250			$	250,007			$	44,830			$	514,837
(Vice President and Chief Financial Officer) (2)
Larry R. Forney		2014		$	165,000			$	154,000			$	1,300,010			$	221,113			$	1,840,123
(Former Vice President and Chief Operating Officer) (3)		2013			110,869				142,656				1,231,255				125,215				1,609,995
		2012			40,000				20,000				508,088				35,882				603,970
Kyle N. Roane		2014		$	165,000			$	143,000			$	899,990			$	139,043			$	1,347,033
(Senior Vice President, Compliance and Administration) (4)		2013			110,869				71,328				815,625				61,570				1,059,392
Gregory M. Robbins		2014		$	165,000			$	143,000			$	899,990			$	142,498			$	1,350,488
(Senior Vice President, Corporate Development)		2013			110,869				71,328				812,509				70,557				1,065,263
		2012			32,000				8,000				192,238				16,289				248,527

Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards to our named executive officers in 2014.NEOs during the fiscal year ended December 31, 2018.

Outstanding Equity Awards

The following table sets forth certain information with respect to outstanding equity awards at December 31, 2014.

Restricted Common

Unit Awards

Number of Units

Market Value of

That Have

Units That Have

Vesting

Not Vested

Not Vested

Name

Date (1)

(#)

($) (2)

John A. Weinzierl

Various

249,928

3,646,450

William J. Scarff

Various

89,405

1,304,419

Andrew J. Cozby

Various

114,027

1,663,654

Robert L. Stillwell, Jr.

Various

18,956

276,568

Larry R. Forney

Various

111,369

1,624,874

Kyle N. Roane

Various

70,855

1,033,774

Gregory M. Robbins

Various

72,596

1,059,176