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AMPLIFY ENERGY CORP.
JUNE 16, 2022
2022;
and
5.
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29, 2022
JUNE 16, 2022
YOUR VOTE IS IMPORTANT
Your vote is important. We urge you to review the accompanying proxy statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting.
2021
Am I entitled to vote at the Annual Meeting?
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Proposal 3 — the approval, byon a non-binding vote, advisory basis, of the compensation of our named executive officers (“NEOs”); and
Proposal 4 — the approval of the Amplify Energy Corp. Equity Incentive Plan.
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Proposal 4 — FOR approving the Amplify Energy Corp. Equity Incentive Plan.
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If your shares are held in “street name,” you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Internet and/or telephone voting will also be offered to stockholders owning shares through most banks and brokers.
•
3.
broker discretionary vote. The ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 20212022 (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 broker non-vote. The proposals to elect directors (Proposal 1), and to approve, on an advisory basis, the Company’s executive compensation (Proposal 3) and to approve the Amplify Energy Corp. Equity Incentive Plan (Proposal 4) are not considered routine. As a result, no broker should vote your shares on these proposals without your specific instructions.
of the 20222023 Annual Meeting is first made. You are also advised to review our secondthird amended and restated bylaws (“Bylaws”), which contain additional requirements about advance notice of stockholder proposals and director nominations.
Name | | | |||||||
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| | | Position with the Company | | ||||
| | | 61 | | Director | | |||
Patrice Douglas | | | 59 | | | Director | | ||
Eric T. Greager | | | 51 | | | Director | | ||
Christopher W. Hamm | | | 55 | | Director (Chairman) | | |||
Randal T. Klein | | | 56 | | Director | ||||
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Todd R. Snyder | | | 59 | | Director | | |||
Martyn Willsher | | | 44 | | President & CEO and Director | |
Patrice Douglas
Christopher W. Hamm was appointedEric T. Greager has served as a member of Amplify Energy’s Board since April 2022. Mr. Greager has nearly 30 years of experience in the Company’s Chairmanoil and gas industry and served as the President, Chief Executive Officer and a member of the board of directors of Civitas Resources, Inc. (NYSE: CIVI, formerly known as Bonanza Creek Energy, Inc.), an oil and natural gas producer, from April 2018 to February 2022. Prior to that, Mr. Greager worked at Encana Oil & Gas (USA) Inc., an E&P company, from August 2006 to April 2018 and served in various management and executive positions, including leading engineering, geoscience and acquisitions and divestitures functions, as well as field operations teams from drilling and completion through production; and as a member of the boards of directors of Encana Oil & Gas (USA) Inc. and Encana Procurement Inc. Prior to Encana, Mr. Greager spent two years at Dominion Resources, a diversified energy company, from 2004 to 2006 and over eleven years at Helmerich & Payne, Inc. Over the past decade, Mr. Greager also served on the board of directors of the Western Energy Alliance and Colorado Oil and Gas Association, the board of trustees of the Texas Parks and Wildlife Foundation, and the board of managers of Hunter Ridge Energy Services. Mr. Greager holds a Master’s Degree in Economics from the University of Oklahoma and a Bachelor of Science in Engineering from the Colorado School of Mines. He is a licensed Professional Engineer in two states and holds three patents.
Evan S. Lederman
TheAmplify Energy’s 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 a member of the board of directors of the Company since November 2018, and as Chairman of the board of directors from November 2018 to January 2021. From February 2010 to March 2021, Mr. Proman was a Managing Director and Partner of Fir Tree, as well as Co-Head of Restructuring. Mr. Proman focused on managing the firm’s distressed credit, restructuring and litigation-oriented investment strategies, including energy and structured credit activist initiatives. Mr. Proman has 17 years of investment experience in structured and corporate debt investing. Prior to joining Fir Tree, Mr. Proman was an Analyst and Portfolio Manager at Kore Advisors, a fixed income investment manager, where he helped manage corporate and structured mortgage credit investments. Mr. Proman served as a member of the boards of directors of Midstates Petroleum, New Emerald Energy LLC and Deer Finance, LLC. Mr. Proman also served on the Technical Committee of FHipo, a residential mortgage REIT in Mexico and was 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.
Todd R. Snyder has served as a member of the board of directors of the Company since October 2016. Mr. Snyder is a managing director and global head of the Piper Sandler restructuring group, TRS Advisors. Prior to joining Piper Sandler, Mr. Snyder was Chief Executive Officer at TRS Advisors.Advisors LLC since 2017. Before that he was executive vice chairman of Rothschild & Co. and co-head of the North American restructuring advisory business. Previously, he was a managing director in the restructuring and reorganization group at Peter J. Solomon Company.Company until he joined Rothschild in 2000. Prior to joining Peter J. Solomon Company, Mr. Snyder was a managing director at KPMG Peat Marwick in the corporate recovery group where he was also national director of the corporate recovery practice for government enterprises (regulated and privatizing industries). Prior to his move to investment banking he practiced law in the business reorganization department of Weil, Gotshal & Manges LLP. Mr. Snyder was a commissioner of the New York State Gaming Commission and a member of New York State’s financial restructuring board for local governments. He previously served as a director of GenCorp Inc., AMC Financial, Inc. and EcoStimEco-Stim Energy Solutions.Solutions from October 2017 to February 2019. Snyder currently serves as a trustee for non-profit organizations BRC (Bowery Residents Committee) and Shining Hope for Communities. Mr. Snyder received a B.A. degree from Wesleyan University and a J.D. from the University of Pennsylvania Law School.
Name | | | |||||||
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| | | Position with the Company | | ||||
| | | 46 | | Vice President and Chief Accounting Officer | | |||
Tony Lopez | | | 41 | | Senior Vice President, Engineering and Exploitation | | |||
Jason McGlynn | | | 35 | | Senior Vice President and Chief Financial Officer | | |||
Richard P. Smiley | | | 63 | | Senior Vice President, Operations | | |||
Eric M. Willis | | | 43 | | Senior Vice President, General Counsel & | | |||
Martyn Willsher | | | 44 | | President and Chief Executive Officer | |
Denise DuBard has served as
is a member of the AICPA and the Texas Society of CPAs.
Partners GP, LLC, the general partner of Amplify Energy Corp.’s Predecessor,Energy’s predecessor, as Vice President of Operations — Onshore from March 2016 to May 2017, as Vice President of Operations — Southern Region from August 2015 through February 2016 and as Director, Operations — Northern Region from November 2014 to July 2015. Previously, he was Vice President of Operations at CL&F Resources LP from February 2014 to November 2014. From December 2011 to January 2014, Mr. Smiley served as Vice President of Operations
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self-evaluation;
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Hedging Policy
Share Ownership Guidelines
Governance Committee may make a recommendation as to whom should be selected to preside.
2021.
www.amplifyenergy.com.
2021.
•
www.amplifyenergy.com.
2021.
www.amplifyenergy.com.
Corporate Governance Highlights
| | | |||
| Board Refreshment and Independence | | | | |
| All members of our Board, other than our CEO, are independent | | | ✓ | |
| Independent Board Chair, separate from the CEO | | | ✓ | |
| Independent committee chairs, with all committee members independent | | | ✓ | |
| Two of our seven directors (29% of our Board) are women | | | ✓ | |
| Average director tenure of two years | | | ✓ | |
| Five new directors added to the Board within the last three years | | | ✓ | |
| | | | | |
| Stockholder Rights and Accountability Features | | | | |
| Majority vote standard for director nominees in uncontested elections | | | ✓ | |
| Declassified Board, with all directors standing for election annually | | | ✓ | |
| Stockholders have the ability to take action by written consent and call special meetings | | | ✓ | |
| Clawback policy that applies in the event that executive misconduct or negligence contributes to a financial restatement | | | ✓ | |
| Stock ownership guidelines for our directors and executive officers | | | ✓ | |
| Insider trading policy prohibiting hedging and pledging by directors and executive officers | | | ✓ | |
Act.
2021.
The Audit Committee of Amplify Energy Corp.
Todd R. Snyder, Chairman
Patrice Douglas
Randal T. Klein
| | | | The Audit Committee of Amplify Energy Corp. | |
| | | | Todd R. Snyder, Chair Patrice Douglas Randal T. Klein | |
•
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addition, since January 1, 2020,2021, there has not been any transaction or series of similar transactions to which the Company was or is a party in which the amount involved exceeded or exceeds $120,000 and in which any of the Company’s directors, executive officers, holders of more than 5% of any class of its voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described in “Executive and Director Compensation,” and the transactions described or referred to below.
During the year ended December 31, 2020, certain affiliates of the Fir Tree Funds sold 8,548,485 shares of common stock in a registered public offering. The Company did not sell any shares of common stock in the offering and did not receive any proceeds therefrom. The Company incurred costs and expenses in connection with the registered offering, consisting of various registration, due diligence, printing, and professional service fees and expenses.
against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also maintain director and officer liability insurance.
Name | | |||
| Position with the Company | | ||
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Martyn Willsher(1) | | | President and Chief Executive Officer | |
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Eric M. Willis | | | Senior Vice President, General Counsel & | |
Richard P. Smiley | | | Senior Vice President, Operations | |
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Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | All Other Compensation ($) (4) | Total ($) | ||||||||||||||||||
Kenneth Mariani | 2020 | $ | 212,974 | — | — | $ | 24,875 | $ | 237,849 | |||||||||||||||
Former President and Chief Executive Officer | 2019 | $ | 575,385 | $ | 334,335 | $ | 15,007 | $ | 50,390 | $ | 975,117 | |||||||||||||
Martyn Willsher | 2020 | $ | 348,654 | $ | 223,125 | — | $ | 19,324 | $ | 591,103 | ||||||||||||||
President and Chief Executive Officer | 2019 | $ | 287,692 | $ | 125,376 | $ | 7,501 | $ | 29,118 | $ | 449,687 | |||||||||||||
Richard P. Smiley | 2020 | $ | 357,539 | $ | 208,250 | — | $ | 19,234 | $ | 585,022 | ||||||||||||||
Senior Vice President, Operations | 2019 | $ | 316,462 | $ | 128,719 | $ | 8,255 | $ | 28,446 | $ | 481,882 | |||||||||||||
Eric M. Willis | 2020 | $ | 363,462 | $ | 193,375 | — | $ | 18,655 | $ | 575,492 | ||||||||||||||
Senior Vice President, General Counsel and Land | 2019 | $ | 335,641 | $ | 126,769 | $ | 8,753 | $ | 27,998 | $ | 499,161 |
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Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Non-equity Incentive Plan Compensation(3) | | | All Other Compensation ($)(4) | | | Total ($) | | |||||||||||||||||||||
Martyn Willsher | | | | | 2021 | | | | | $ | 350,000 | | | | | $ | 87,500 | | | | | $ | 437,500 | | | | | $ | 87,500 | | | | | $ | 17,400 | | | | | $ | 979,900 | | |
| | | 2020 | | | | | $ | 348,654 | | | | | $ | 223,125 | | | | | | — | | | | | | — | | | | | $ | 19,324 | | | | | $ | 591,103 | | | ||
Eric M. Willis | | | | | 2021 | | | | | $ | 350,000 | | | | | $ | 85,313 | | | | | $ | 262,500 | | | | | $ | 85,313 | | | | | $ | 17,400 | | | | | $ | 800,526 | | |
| | | 2020 | | | | | $ | 363,462 | | | | | $ | 193,375 | | | | | | — | | | | | | — | | | | | $ | 18,655 | | | | | $ | 575,492 | | | ||
Richard P. Smiley | | | | | 2021 | | | | | $ | 350,000 | | | | | $ | 61,250 | | | | | $ | 262,500 | | | | | $ | 61,250 | | | | | $ | 17,400 | | | | | $ | 752,400 | | |
| | | 2020 | | | | | $ | 357,539 | | | | | $ | 208,250 | | | | | | — | | | | | | — | | | | | $ | 19,234 | | | | | $ | 585,023 | | |
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Name | Company Contributions to 401(k) Plan ($) | Dividend Equivalents ($) (a) | Total ($) | |||||||||
Kenneth Mariani | $ | 17,100 | $ | 7,775 | $ | 24,875 | ||||||
Martyn Willsher | $ | 17,100 | $ | 2,224 | $ | 19,324 | ||||||
Richard P. Smiley | $ | 17,100 | $ | 2,134 | $ | 19,234 | ||||||
Eric M. Willis | $ | 17,100 | $ | 1,555 | $ | 18,655 |
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Name | | | Grant Date Fair Value Assuming Target Performance ($) | | | Grant Date Fair Value Assuming Maximum Performance ($) | | ||||||
Mr. Willsher | | | | $ | 218,750 | | | | | $ | 437,500 | | |
Mr. Willis | | | | $ | 131,250 | | | | | $ | 262,500 | | |
Mr. Smiley | | | | $ | 131,250 | | | | | $ | 262,500 | | |
The widespread outbreak of COVID-19 in the first quarter of 2020 also coincided with the Company’s annual budget process and approval process for Key Performance Indicators under the 2020 annual incentive bonus plan. Due to the significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on demand for oil and natural gas and commodity prices, the Company did not approve bonus metrics for 2020.
Base Salaries
The Company providesprovided base salaries for our NEOs that arewere generally competitive within the market, but arewere moderate relative to base salaries paid by companies with which we competecompeted for similar executive talent across the broad spectrum of the energy industry. Effective April 3, 2020, Mr. Willsher’s and Mr. Smiley’s baseAnnual NEO salaries were both increased to $350,000. The base salaries for each of Mr. Mariani and Mr. Willis did not increase in 2020. On January 19, 2021, the Board appointed Mr. Willsher as President and Chief Executive Officer of the Company and a member of the Board. Mr. Willsher’s base salary did not change upon his appointment as President and Chief Executive Officer.
follows;
Name | | | 2020 | | | 2021 | | | % Increase (2020 – 2021) | | |||||||||
Mr. Willsher | | | | $ | 350,000 | | | | | $ | 350,000 | | | | | | — | | |
Mr. Willis | | | | $ | 350,000 | | | | | $ | 350,000 | | | | | | — | | |
Mr. Smiley | | | | $ | 350,000 | | | | | $ | 350,000 | | | | | | — | | |
performance for our NEOs annually to determine award payments for the most recently completed fiscal year, as well as to establish award opportunities for the next fiscal year. At the end of each fiscal year, we 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.
As noted previously, due to the significant uncertainty around the breadth
Performance Metric | | | Threshold (50%) | | | Target (100%) | | | Maximum (150%) | | | Weight | | | Actual Performance | | |||||||||||||||
Average daily production (Mboe/d) | | | | | 20.6 | | | | | | 24.2 | | | | | | 27.9 | | | | | | 10% | | | | | | 9.6% | | |
Lease operating expense and capital expenditures ($ MM) | | | | $ | 129.5 | | | | | $ | 152.4 | | | | | $ | 175.2 | | | | | | 10% | | | | | | 10% | | |
Reported free cash flow ($ MM) | | | | $ | 25.0 | | | | | $ | 38.0 | | | | | $ | 55.0 | | | | | | 15% | | | | | | 16.2% | | |
Fiscal year 2021 share price (10-day volume-weighted average price) | | | | $ | 2.00 | | | | | $ | 4.00 | | | | | $ | 6.00 | | | | | | 15% | | | | | | 11.6% | | |
Compensation Committee discretion (%) | | | | | — | | | | | | — | | | | | | — | | | | | | 50% | | | | | | 50% | | |
Total | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 97.5% | | |
Named Executive Officer | | | Target Annual Incentive Bonus Award ($) | | | Calculated Payout at Actual Company Performance ($) | | | Final Annual Incentive Bonus Award after Application of Compensation Committee Discretion ($) | | |||||||||
Mr. Willsher | | | | | 350,000 | | | | | | 341,250 | | | | | | 175,000 | | |
Mr. Willis | | | | | 227,400 | | | | | | 221,813 | | | | | | 170,625 | | |
Mr. Smiley | | | | | 245,000 | | | | | | 238,875 | | | | | | 122,500 | | |
year, the Company’s performance measures are the following:
EIP.
negative over the performance period, the performance share award payout will be capped at 100% of target. The remaining 50% of 2021 long-term incentive value will beis delivered as restricted stock units, subject to time-based vesting conditions.
EffectiveRSUs. See “Potential Payments upon Termination or Change in Control — Accelerated Vesting under Award Agreements” below for details regarding the approval ofpayments that our stockholders, each of our NEOs will beNamed Executive Officers are eligible to participatereceive pursuant to their award agreements upon certain terminations of employment or a change in our new Amplify Energy Corp. Equity Incentive Plan. control.
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | ||||||||||||||||||
Kenneth Mariani | — | — | — | — | — | — | ||||||||||||||||||
Martyn Willsher | 10/1/2018 | (3) | — | — | — | 18,660 | $ | 24,445 | ||||||||||||||||
5/1/2018 | — | — | — | 3,577 | $ | 4,686 | ||||||||||||||||||
5/4/2017 | (2) | 5,752 | $ | 21.58 | 5/4/2023 | |||||||||||||||||||
Richard P. Smiley | 10/1/2018 | (3) | — | — | — | 12,440 | $ | 16,296 | ||||||||||||||||
5/1/2018 | — | — | — | 3,110 | $ | 4,074 | ||||||||||||||||||
5/4/2017 | (2) | 8,895 | $ | 21.58 | 5/4/2023 | — | — | |||||||||||||||||
Eric M. Willis | 10/1/2018 | (3) | — | — | — | 12,440 | $ | 16,296 |
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2021.
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | ||||||||||||||||||||||||
Martyn Willsher | | | | | 4/1/2021(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 124,290 | | | | | | 386,542 | | |
| | | 4/1/2021(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 62,145 | | | | | | 193,271 | | | | | | — | | | | | | — | | | ||
| | | 5/4/2017(4) | | | | | | 5,752 | | | | | | 21.58 | | | | | | 5/4/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Eric M. Willis | | | | | 4/1/2021(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 74,574 | | | | | | 231,925 | | |
| | | 4/1/2021(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,287 | | | | | | 115,963 | | | | | | — | | | | | | — | | | ||
Richard P. Smiley | | | | | 4/1/2021(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 74,574 | | | | | | 231,925 | | |
| | | 4/1/2021(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,287 | | | | | | 115,963 | | | | | | — | | | | | | — | | | ||
| | | 5/4/2017(4) | | | | | | 8,895 | | | | | | 21.58 | | | | | | 5/4/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name | Involuntary Termination ($) (1) | Termination upon Death or Disability ($) (2) | ||||||
Kenneth Mariani (3) | ||||||||
Cash Severance | — | — | ||||||
Accelerated Equity Compensation (4) | — | — | ||||||
Health and Welfare Benefits | — | — | ||||||
Total | — | — | ||||||
Martyn Willsher | ||||||||
Cash Severance | $ | 700,000 | $ | 262,500 | ||||
Accelerated Equity Compensation (4) | $ | 10,797 | — | |||||
Health and Welfare Benefits | $ | 27,956 | — | |||||
Total | $ | 738,753 | $ | 262,500 | ||||
Richard Smiley | ||||||||
Cash Severance | $ | 700,000 | $ | 245,000 | ||||
Accelerated Equity Compensation (4) | $ | 8,148 | — | |||||
Health and Welfare Benefits | $ | 19,656 | — | |||||
Total | $ | 727,804 | $ | 245,000 | ||||
Eric M. Willis | ||||||||
Cash Severance | $ | 700,000 | $ | 227,500 | ||||
Accelerated Equity Compensation (4) | $ | 4,074 | — | |||||
Health and Welfare Benefits | $ | 8,163 | — | |||||
Total | $ | 712,237 | $ | 227,500 |
(1) If Messrs. Willsher, Willis, and Smiley (2) Accelerated Equity Compensation amounts reflect market value of outstanding RSUs which would become vested in connection with a Good Leaver Termination. In the event of a Good Leaver Termination, any unvested RSUs will fully vest and a pro-rata portion of any unvested PSUs will vest based on actual performance through the end of the applicable performance period to occur immediately following such Good Leaver Termination. The values included in the table for unvested PSUs assumes performance at target level. (3) If an NEO’s employment is terminated by us while the NEO is disabled, or if the NEO’s employment terminates as a result of the NEO’s death, each NEO is entitled to (i) Actual Prior Year Bonus and (ii) Pro-Rated Bonus. (4) In the event an NEO experiences a Good Leaver Termination during the 18-month period following a change in control (a “Qualifying CIC Termination”), any unvested RSUs fully vest and each incomplete performance period with respect to unvested PSUs will be deemed to have ended as of the third business day prior to the date of the consummation of such change in control (the “Measurement Date”) and a number of unvested PSUs will vest equal to the greater of (A) the number of PSUs that would vest based on actual performance through the Measurement Date and (B) the number of PSUs that would vest based on target performance, as set forth in the applicable award agreement. In the event an NEO experiences a Qualifying CIC Termination following a change in control occurring December 31, 2021, our NEOs will be entitled to the following pursuant to accelerated vesting of their RSUs and PSUs under the applicable award agreements, assuming performance at target level with respect to the PSUs: Mr. Willsher, $386,542; Mr. Willis, $231,926; and Mr. Smiley, $231,926. |
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Severance Benefits Underunder Employment Agreements
In the event of a termination of Messrs. Mariani’s, Willsher’s, Smiley’sWillis’s, or Willis’sSmiley’s employment without “cause” or for “good reason” (each(each as defined below) (each, a “Good Leaver Termination”), then, in addition to the Accrued Obligations and subject to their timely execution and non-revocation of a general release of claims and complying with the release and any applicable restrictive covenants, each NEO will be entitled to:
(i)
(ii)
(iii)
(iv)
Termination
On April 1, 2020, Mr. Mariani notifieda termination of the Boardparticipant’s service by the Company without “cause” or by the participant for “good reason”, any unvested RSUs will vest. Pursuant to the applicable PSU agreement, in the event of his decisiona termination of the participant’s service by the Company without “cause” or by the participant for “good reason”, a pro-rata portion of all unvested PSUs will vest based on actual performance through the end of the applicable performance period to retireoccur immediately following such termination. In the event such termination occurs during the 18-month period immediately following a change in control, each incomplete performance period will be deemed to have ended as of the President, Chief Executive Officerthird business day prior to the date of the consummation of such change in control (the “Measurement Date”) and a membernumber of unvested PSUs will vest equal to the greater of (A) the number of PSUs that would vest based on actual performance through the Measurement Date and (B) the number of PSUs that would vest based on target performance, as set forth in the applicable award agreement.
In March 2020, our non-employee directors’ annual retainer was increased to $200,000,Board), paid quarterly in advance, of which $100,000 was to be paid in cash and $100,000 was to be paid in restricted stock units subject to time-based vestingadvance. Our non-employee directors also received RSUs that vest over a one-year period. period with a grant date fair value of $125,000 ($175,000 with respect to the Chairman of the Board). In addition, each non-employee director who served as a committee chair received an additional $25,000 retainer (split equally between cash and restricted stock units vesting over a one-year period). In connection with Mr. Hamm’s appointment as Lead Director on April 3, 2020 and the expanded role and additional responsibilities associated therewith, Mr. Hamm’s annual retainer was increased to $350,000, effective April 1, 2020.
In April 2020, as a result of the pandemic, which contributed to a sharp reduction in the demand for oil and natural gas and precipitous declines in commodity prices and the Company’s stock price, coupled with availability of shares under the Amplify Energy Corp. 2017 Non-Employee Directors Compensation Plan, the retainer for our non-employee directors was converted all to cash. In 2021, we expect that non-employee directors will receive cash and equity compensation.
retainer.
Name | Fees Earned or Paid in Cash ($) (1) | All Other Compensation ($) (2) | Total ($) | |||||||||
Christopher W. Hamm | $ | 281,250 | $ | 1,616 | $ | 282,866 | ||||||
Todd R. Snyder | $ | 159,375 | — | $ | 159,375 |
2021. (1) Includes annual cash retainer fee and committee chair fees for each non-employee director during fiscal year 2021. (2) Represents the grant date fair value of RSUs awarded under the EIP, computed in accordance with the requirements of ASC Topic 718, but excluding any impact of estimated forfeiture rates. These RSUs vest on the first anniversary of the grant date, subject to the holder’s continued service on the Board through the vesting date. 29 |
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Name of Beneficial Owner (1) | Shares of Common Stock Beneficially Owned (2) | Percentage of Outstanding (3) | ||||||
Avenue Capital funds (4) | 2,561,375 | 6.7 | % | |||||
Patrice D. Douglas | — | * | ||||||
Denise DuBard | 15,243 | * | ||||||
Christopher W. Hamm (5) | 12,824 | * | ||||||
Randal T. Klein (4) | — | — | ||||||
Evan S. Lederman | — | — | ||||||
Anthony W. Lopez | 24,540 | * | ||||||
Jason McGlynn (6) | 29,883 | * | ||||||
David H. Proman | — | — | ||||||
Richard P. Smiley (7) | 94,507 | * | ||||||
Todd R. Snyder | 38,442 | * | ||||||
Eric M. Willis | 71,227 | * | ||||||
Martyn Willsher (8) | 80,901 | * | ||||||
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Executive Officers and Directors as a Group (13 persons) | 367,567 | * | ||||||
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Name of Beneficial Owner(1) | | | Shares of Common Stock Beneficially Owned(2) | | | Percentage of Outstanding(3) | | ||||||
Avenue Capital funds(4) | | | | | 2,561,375 | | | | | | 6.7% | | |
Deborah G. Adams | | | | | — | | | | | | — | | |
Patrice Douglas | | | | | — | | | | | | — | | |
Eric Dulany | | | | | — | | | | | | — | | |
Eric T. Greager | | | | | — | | | | | | — | | |
Christopher W. Hamm(5) | | | | | 16,157 | | | | | | * | | |
Randal T. Klein(4) | | | | | — | | | | | | — | | |
Anthony W. Lopez | | | | | 42,740 | | | | | | * | | |
Jason McGlynn | | | | | 47,454 | | | | | | * | | |
Richard P. Smiley | | | | | 73,166 | | | | | | * | | |
Todd R. Snyder | | | | | 13,442 | | | | | | * | | |
Eric M. Willis | | | | | 89,539 | | | | | | * | | |
Martyn Willsher | | | | | 104,406 | | | | | | * | | |
All Executive Officers and Current Directors as a Group (12 persons) | | | | | 386,904 | | | | | | 1.0% | | |
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Evan S. Lederman
David H. Proman
Prior to the engagement of Deloitte for the fiscal year ending December 31, 2020, KPMG audited our financial statements and/or those of Legacy Amplify and its predecessor since 2010.
2020 | 2019 | |||||||
Audit fees (1) | $ | 725,000 | $ | 1,250,000 | ||||
Audit-related fees (2) | 148,585 | 90,000 | ||||||
Tax fees (3) | 86,652 | — | ||||||
All other fees (4) | — | — | ||||||
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Total | $ | 960,237 | $ | 1,340,000 | ||||
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| | | 2021 | | | 2020 | | ||||||
Audit fees(1) | | | | $ | 1,250,000 | | | | | $ | 725,000 | | |
Audit-related fees(2) | | | | | 100,315 | | | | | | 148,585 | | |
Tax fees(3) | | | | | 83,295 | | | | | | 86,652 | | |
All other fees(4) | | | | | — | | | | | | — | | |
Total | | | | $ | 1,433,610 | | | | | $ | 960,237 | | |
Vote Required
Currently, our stockholders are given the opportunity to cast an advisory vote on this topic annually, with the next opportunity occurring in connection with our 2023 Annual Meeting.
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Overview of Equity Incentive Plan
We are asking you to approve the Amplify Energy Corp. Equity Incentive Plan (the “EIP”), which will allow us to grant awards to employees, consultants, advisors and non-employee directors under one plan going forward. If approved by our stockholders, the Amplify Energy Corp. Management Incentive Plan (the “MIP”) and the Amplify Energy Corp. 2017 Non-Employee Directors Compensation Plan (the “Director Plan”) will be replaced by the EIP, and no further awards will be allowed to be granted under the MIP or the Director Plan. Our board of directors has adopted the EIP, subject to stockholder approval. The EIP authorizes the issuance of 2,800,368 shares, which includes 1,495,865 shares available for future grants under the MIP and 104,503 shares available for future grants under the Director Plan, pursuant to stock options, awards of restricted stock, restricted stock units, performance awards, stock appreciation rights, other stock-based awards and cash awards (collectively, the “awards”). If the EIP is not approved by our stockholders, then the prior plans will remain in effect. The existing plans, however, will continue to govern awards previously granted under the respective plans, regardless of whether the EIP is approved by our stockholders. We are seeking stockholder approval of the EIP (i) in order for incentive stock options to meet the requirements of the Code and (ii) in order to comply with NYSE Listing Rules.
As of April 1, 2021, there were 1,495,865 shares of our common stock available for issuance under the MIP and 104,503 shares of our common stock available for issuance under the Director Plan, which may not be enough to fund equity grants to our employees, consultants and non-employee directors in 2022 or beyond. Replenishing the number of shares available for future grants of equity awards is critical to our continued success for a number of reasons and adopting the EIP will allow us to grant such equity awards under one plan. Equity awards are the most critical component of providing competitive executive compensation levels and help us retain key executives, employees and independent directors. In addition, equity awards also link executive compensation and stockholder performance, reward promotions and top performers and represent a cash, accounting and tax-efficient form of compensation. We believe that equity compensation effectively aligns employees, independent directors and service providers with stockholder interests by motivating and rewarding performance that will enhance stockholder value. Approval of the EIP is critical to continue to closely link compensation with our performance and provide a contemporary plan design by allowing us to grant equity awards under one consolidated plan structure.
In determining the number of additional shares to be authorized for issuance under the EIP, our board of directors considered, among other things, our hiring plans and expected number of employees and directors, our historical share usage under the MIP and Director Plan, our current overhang in shares issuable with respect to outstanding awards, the existing terms of such outstanding awards and assumptions regarding stock option exercise activity and forfeiture rates.
We believe that the potential dilution that may result from the EIP is reasonable for a company of our size and in our industry. In addition, we believe that the benefits to our stockholders resulting from equity award grants to our employees, consultants, advisors and non-employee directors, including interest alignment and mitigation of incentives to take inappropriate business risks, outweigh the potential dilutive effect of grants under the EIP. Our board of directors believes that paying a significant portion of annual variable compensation in the form of equity awards that vest over multiple years is an effective method of aligning the interests of employees with those of our stockholders, encouraging ownership in the Company and retaining, attracting and rewarding talented employees.
Highlights of the EIP’s Best Practices
The EIP combines compensation and governance best practices, including the following features:
no automatic awards are promised to any eligible individual;
express prohibition of repricing of stock options and stock appreciation rights (“SARs”) without stockholder approval;
awards may be subject to potential reduction, forfeiture or cancellation under our clawback policy as well as applicable legal requirements;
the exercise price of a stock option or SAR award may not be less than the fair market value of a share of our common stock on the date of grant;
dividends and dividend equivalents are subject to restrictions and risk of forfeiture to the same extent as the awards with respect to which they are accrued and will not be paid unless and until such awards have vested;
no automatic acceleration of vesting of awards on a change in control;
stock options and SARs are each subject to a maximum term of 10 years;
annual compensation limit of $500,000 for non-employee directors, with certain exceptions (of up to an additional $250,000 more) for the first year a non-employee director serves on the board of directors, serves on a special committee of the board of directors or serves as lead director or chairman of the board of directors;
no evergreen provision; and
no tax gross-ups or reload grants.
Share Information
As of April 1, 2021, the MIP had 1,602,684 shares subject to currently outstanding awards including 1,575,751 shares subject to outstanding restricted stock units and performance-based stock units and 26,933 outstanding options with a weighted average remaining term of 2 years and a weighted average exercise price of $21.58 and 1,495,865 shares available for future issuances. As of April 1, 2021, the Director Plan had 8,898 shares subject to currently outstanding awards, including 8,898 shares subject to outstanding restricted stock units and 104,503 shares available for future issuances. The closing sale price of our common stock on April 1, 2021 was $2.94.
Summary of the EIP
A brief summary of the EIP is outlined below. The following summary is not a complete description of all of the provisions of the EIP and is qualified in its entirety by reference to the EIP, a copy of which is attached hereto as Appendix A, which is incorporated by reference into this proposal.
Stock Available for Awards
Authorized Number of Shares. The number of shares of Stock available for issuance under the EIP shall be 2,800,368, which includes 1,495,865 shares of common stock that remain available for issuance under the MIP and 104,503 shares of common stock that remain available for issuance under the Director Plan, each as of April 1, 2021 (the “Total Shares”). On and after the date the EIP is approved by our stockholders, no grants will be made under the MIP or the Director Plan, provided that outstanding awards granted under each plan will continue unaffected following such date.
Share Counting. If any shares covered by an award under the EIP, the MIP or the Director Plan are settled in cash, are used to settle the exercise price or withholding obligations of any grantee, are not purchased or are forfeited, or if an award under the EIP, the MIP or the Director Plan otherwise terminates without delivery of any common stock subject thereto, then the number of shares of common stock counted against the Total Shares with respect to such award shall, to the extent of any such forfeiture or termination, again be available for making awards under the EIP.
Director Limits. Under the EIP, the maximum value of any awards granted to a non-employee director in any one calendar year (together with any cash fees paid during such calendar year) shall not exceed $500,000 (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes); provided that for any calendar year in which a non-employee director (i) first serves on the board of directors, (ii) serves on a special committee of the board of directors or (iii) serves as lead director or chairman of the board of directors, such non-employee director may receive up to an additional $250,000 of compensation under the EIP.
Substitute Awards. In connection with a merger or consolidation of an entity with us or the acquisition by us of property or stock of an entity, our board of directors may grant awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. The number of Total Shares reserved shall be increased by the corresponding number of awards assumed and, in the case of a substitution, by the net increase in the number of shares of common stock subject to awards before and after the substitution.
Types of Awards
The EIP provides for the grant of “incentive stock options” intended to qualify under Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards. Unless otherwise indicated, the term “stock option” refers to both nonstatutory stock options and incentive stock options.
Stock Options. Stock options entitle recipients to purchase a specified number of shares of common stock at a specified option price and subject to such other terms and conditions as are specified in connection with the option grant. Options may be granted at an exercise price that is no less than 100% of the fair market value of a share of common stock on the date of grant (or less than 110% of the fair market value in the case of incentive stock options granted to any participant holding more than 10% of the voting power of our company). Only employees may be granted incentive stock options. Options granted pursuant to the EIP may not be granted with a term in excess of 10 years (or, in excess of five years in the case of incentive stock options granted to any participant holding more than 10% of the voting power of our company). The EIP permits the following forms of payment of the exercise price of options: (i) payment by cash or check, (ii) subject to certain conditions, payment in connection with a “cashless exercise” through a broker, (iii) subject to certain conditions, surrender to us of shares of common stock, (iv) with respect to a nonstatutory stock option, payment in shares of common stock in the form of a “net exercise”, (v) payment by any other lawful consideration as our board of directors may determine, or (vi) any combination of these forms of payment.
Stock Appreciation Rights. Stock appreciation rights entitle recipients to receive the appreciation in the value of our common stock over the value of the common stock on the date of grant of the stock appreciation right, which we refer to as the measurement price. Stock appreciation rights may be settled by the delivery of shares of our common stock or in cash. Stock appreciation rights may be issued in tandem with options or as stand-alone rights. The measurement price will be no less than 100% of the fair market value of a share of common stock on the date of grant. The maximum term of any stock appreciation right granted pursuant to the EIP will be no more than 10 years from the date of grant.
Restricted Stock and Restricted Stock Unit Awards. Awards of restricted stock entitle recipients to acquire shares of common stock, subject to our right to repurchase, or require the forfeiture of such shares if issued at no cost, all or part of such shares from the recipient in the event that the conditions specified in the applicable award agreement are not satisfied prior to the end of the applicable restriction period established for such award. Unless otherwise provided in the applicable award agreement, any dividend declared and paid by us with respect to a share of restricted stock shall be paid to the recipient (without interest) only if and when such shares of restricted stock become free from any applicable restrictions on transferability and forfeitability. Alternatively, instead of issuing common stock that is subject to repurchase, our board of directors may grant awards known as restricted stock units that entitle recipients to receive unrestricted shares of common stock or cash at such time as the
conditions specified in the applicable award agreement are satisfied. Our board of directors may, in its discretion, provide that settlement of restricted stock units shall be deferred, on a mandatory basis or at the election of the recipient in a manner that complies with Section 409A of the Code. A recipient has no voting rights with respect to any restricted stock units. A grant of restricted stock units may provide the recipient with a right to receive dividend equivalents subject to the same restrictions on transfer and forfeitability as the awards with respect to which they relate and any such dividend equivalents will not be paid unless and until the underlying restricted stock units have vested and been earned.
Other Stock-Based Awards. Under the EIP, our board of directors has the right to grant other awards that are valued in whole or in part by reference to, or are otherwise based on, shares of our common stock or other property, having such terms and conditions as our board of directors may determine. We refer to these types of awards as other stock-based awards. Other stock-based awards may be available as a form of payment in the settlement of other awards granted under the EIP, as a bonus or as payment in lieu of compensation to which a recipient is otherwise entitled. Other stock-based awards may be paid in shares of our common stock or cash, as our board of directors determines.
Cash Awards. Under the EIP, our board of directors has the right to grant cash awards on a free-standing basis or as an element of, or supplement to, or in lieu of any other award under the EIP in such amounts and subject to such other terms as the board of directors deems appropriate.
Adjustments of Awards
In the event of certain changes to our capitalization, such as a stock split, stock combination, stock dividend, extraordinary cash dividend, exchange of shares, or other recapitalization, merger or otherwise, that result in an increase or decrease in the number of outstanding shares of common stock, appropriate adjustments will be made by the board of directors as to the number and kind of shares subject to an award granted under the EIP and the number of shares available for issuance under the EIP. Additionally, in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary cash dividend but excluding a non-extraordinary dividend payable in cash or in stock of the Company) without receipt of consideration by the Company, the Company may, in such manner as the Company deems appropriate, adjust (i) the number of shares available under the EIP, (ii) the number and kind of shares subject to outstanding awards, (iii) the exercise price of outstanding options and SARs to reflect such distribution, (iv) other value determinations applicable to the EIP and/or outstanding awards, (v) any dividend equivalent rights associated with outstanding awards and/or (vi) any other terms of an award that are affected by such event.
Change in Control
In the event of a “change in control” (as defined in the EIP), except as otherwise provided in the applicable award agreement; our committee may elect to continue or assume, substitute, accelerate the vesting of, or cancel, or take any other action with respect to any outstanding award as it deems appropriate in its sole discretion. However, if the committee elects to cancel any outstanding stock-based award, the holder of such award will receive, in consideration of such cancellation, an amount of cash or marketable securities with a value that is not less than such award’s “fair value” (as determined by the committee).
Amendment and Termination of the EIP; Term
Except as may otherwise be required by law or the requirements of any stock exchange or market upon which our common stock may then be listed, the board of directors, acting in its sole discretion and without further action on the part of our stockholders, may amend the EIP at any time and from time to time and may terminate the EIP at any time. No such amendment or termination may impair or adversely alter any awards previously granted under the EIP (without the consent of the recipient or holder) or deprive any person of shares previously acquired under the plan. Unless sooner terminated, the EIP shall terminate on the tenth anniversary of the effective date (as defined in the EIP).
Certain Award Terms
Limitations on Repricing of Options or Stock Appreciation Rights. No amendment or modification may be made to an outstanding option or SAR which reduces the exercise price, either by lowering the exercise price or by canceling the outstanding option or SAR in exchange for cash, other awards or an option or SAR with a lower exercise price without the approval of the stockholders of the Company, provided, that, appropriate adjustments may be made to outstanding options and SARs (as described under “Adjustments of Awards” above).
Eligibility to Receive Awards; Plan Benefits
Our employees, officers, directors, consultants and advisors are eligible to be granted awards under the EIP. The amount and timing of all awards under the EIP will be determined in the sole discretion of our board of directors or a committee thereof and, therefore, cannot be determined in advance. As of April 1, 2021, there were approximately 200 employees, 28 consultants and five non-employee director who were eligible to receive awards under the EIP and, as of April 1, 2021, 49 employees participated in the MIP and one non-employee director participated in the Director Plan.
Federal Income Tax Consequences
The U.S. federal income tax consequences of the EIP under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the EIP. This summary is not intended to be exhaustive and, among other considerations, does not describe state, local, or foreign tax consequences. Tax considerations may vary from locality to locality and depending upon individual circumstances.
Section 409A of the Code. Certain types of awards under the EIP may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest penalties). To the extent applicable, the EIP and awards granted under the plan will be structured and interpreted to comply with, or be exempt from, Section 409A of the Code and the regulations and other interpretive guidance that may be issued under Section 409A. To the extent determined necessary or appropriate by the board of directors, the EIP and applicable award agreements may be amended without award holder consent to exempt the applicable awards from Section 409A of the Code or to comply with Section 409A.
Non-Qualified Stock Options. For federal income tax purposes, if participants are granted non-qualified stock options under the EIP, participants generally will not have taxable income on the grant of the option, nor will we be entitled to any deduction. Generally, on exercise of non-qualified stock options, participants will recognize ordinary income, and the Company will be entitled to a deduction in an amount equal to the difference between the option exercise price and the fair market value of the common stock on the date of exercise. The basis that participants have in shares of common stock, for purposes of determining their gain or loss on subsequent disposition of such shares of common stock generally, will be the fair market value of the shares of common stock on the date the participants exercise their options. Any subsequent gain or loss will be generally taxable as capital gains or losses.
Incentive Stock Options.There is no taxable income to participants when participants are granted an incentive stock option under Section 422 of the Code or when that option is exercised. However, the amount by which the fair market value of the shares of common stock at the time of exercise exceeds the option price will be an “item of adjustment” for participants for purposes of the alternative minimum tax. Gain realized by participants on the sale of an incentive stock option is taxable at capital gains rates, and no tax deduction is available to the Company, unless participants dispose of the shares of common stock within (i) two years after the date of grant of the option or (ii) within one year of the date the shares of common stock were transferred to the participant. If
the shares of common stock are sold or otherwise disposed of before the end of the one-year and two-year periods specified above, the difference between the option exercise price and the fair market value of the shares of common stock on the date of the option’s exercise (or the date of sale, if less) will be taxed at ordinary income rates, and the Company will be entitled to a deduction to the extent that participants must recognize ordinary income. If such a sale or disposition takes place in the year in which participants exercise their options, the income such participants recognize upon sale or disposition of the shares of common stock will not be considered income for alternative minimum tax purposes. Incentive stock options exercised more than three months after a participant terminates employment, other than by reason of death or disability, will be taxed as a non-qualified stock option, and the participant will have been deemed to have received income on the exercise taxable at ordinary income rates. The Company will be entitled to a tax deduction equal to the ordinary income, if any, realized by the participant.
Restricted Stock. For federal income tax purposes, the grantee generally will not have taxable income on the grant of restricted stock, nor will the Company then be entitled to any deduction, unless the grantee makes a valid election under Section 83(b) of the Code. However, when restrictions on shares of restricted stock lapse such that the shares are no longer subject to a substantial risk of forfeiture, the grantee generally will recognize ordinary income, and the Company will be entitled to a corresponding deduction for an amount equal to the difference between the fair market value of the shares at the date such restrictions lapse over the purchase price for the restricted stock. The grantee may elect, pursuant to Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing a valid election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be generally taxable as capital gains or losses.
Stock Appreciation Rights. No taxable income is realized upon the receipt of a SAR, but upon exercise of the stock appreciation rights, the fair market value of the shares of common stock received, determined on the date of exercise of the SARs, or the amount of cash received in lieu of shares, must be treated as compensation taxable as ordinary income to the grantee in the year of such exercise. The Company will be entitled to a deduction for compensation paid in the same amount which the grantee realized as ordinary income.
Performance Awards. The grantee generally will not realize taxable income at the time of the grant of the performance award, and the Company will not be entitled to a deduction at that time. When the award is paid, whether in cash or common stock, the grantee will have ordinary income, and the Company will be entitled to a corresponding deduction. The Company will be entitled to a tax deduction equal to the ordinary income, if any, realized by the participant.
Dividend Equivalents. The grantee generally will not realize taxable income at the time of the grant of the dividend equivalents, and the Company will not be entitled to a deduction at that time. When a dividend equivalent is paid, the grantee will recognize ordinary income, and the Company will be entitled to a corresponding deduction.
Restricted Stock Units. The grantee generally will not realize taxable income at the time of the grant of the restricted stock unit, and the Company will not be entitled to a deduction at that time. When an award is paid, whether in cash or shares of common stock, the grantee will have ordinary income, and the Company will be entitled to a corresponding deduction. Restricted stock units may be subject to Section 409A of the Code, and the failure of any restricted stock unit that is subject to Section 409A to comply with Section 409A may result in taxable income to the grantee upon vesting (rather than at such time as the award is paid). Furthermore, an additional 20% penalty tax may be imposed on the grantee under Section 409A of the Code, and certain interest penalties may apply.
Tax Consequences to the Company
Reasonable Compensation. In order for the amounts described above to be deductible by the Company (or its subsidiary), such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.
Golden Parachute Payments. Our ability (and the ability of one of our subsidiaries) to obtain a deduction for future payments under the EIP could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation.
Compensation of Covered Employees. The ability of the Company (or its subsidiary) to obtain a deduction for amounts paid under the EIP could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits the Company’s ability to deduct compensation, for federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1,000,000.
New Plan Benefits
The awards, if any, that will be made to eligible participants under the EIP are subject to the discretion of the board of directors, and thus the Company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to its executive officers, employees, directors and consultants under the EIP. Therefore, the New Benefits Table is not provided.
Equity Compensation Plan Information
We currently maintain two equity compensation plans under which our equity securities are authorized for issuance: the MIP and the Director Plan. The following table provides information as of April 1, 2021 regarding outstanding awards under the MIP and the Director Plan and securities remaining available for issuance under the MIP and the Director Plan, all of which pertain to our common stock.
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||
(a) (1) | (b) | (c) (2) | ||||||||||
Equity Compensation Plans Approved by our Security Holders | — | — | — | |||||||||
Equity Compensation Plans Not Approved by Our Security Holders | 1,602,684 | $ | 21.58 | 1,600,368 | ||||||||
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Total | 1,602,684 | $ | 21.58 | 1,600,368 | ||||||||
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Vote Required
The approval of the Amplify Energy Corp. Equity Incentive Plan in this Proposal 4 requires the affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting. Votes cast FOR or AGAINST and abstentions with respect to this Proposal 4 will be counted as shares entitled to vote on the Proposal. A vote to ABSTAIN will have the effect of a vote AGAINST the Proposal.
Board Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THIS PROPOSAL 4. Properly dated and signed proxies will be so voted unless stockholders specify otherwise.
“Discretionary voting authority” isclose of business on the ability to vote proxies that stockholders have executed and submitted120th day prior to the Company,date of the 2023 Annual Meeting and not later than the close of business on matters not specifically reflectedthe later of the 90th day prior to the 2023 Annual Meeting or, if the first public announcement of the date of the 2023 Annual Meeting is less than 100 days prior to the date of the 2023 Annual Meeting, the 10th day following the day on which public announcement of the date of the 2023 Annual Meeting is first made by the Company. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in the Company’s proxy materials,Bylaws.
Director Nomination Process
Our Nominating and Governance Committee and the Board engaged a third-party search firm to assist in the evaluation and identification of potential director candidates, including candidates identified by the search firm, stockholders and other advisors or other sources. A number of candidates were considered from a variety of such sources, all of whom were ultimately
for directors that are received from the Company’s stockholders equally with recommendations received from any other source. With respect
the nominee’s name, address and other personal information;
the number of shares of each class and series of stockdate of the Company held by such nominee;
2023 Annual Meeting or the nominating stockholder’s name, residential address and telephone number, and business address and telephone number; and
all other information required10th calendar day following the day on which public announcement of the date of the 2023 Annual Meeting is first made. Please note that the notice requirement under Rule 14a-19 is in addition to be disclosed pursuant tothe applicable notice requirements under the advance notice provisions of our Bylaws and Regulation 14A ofdescribed in the Exchange Act.
Each submission must also include a statement of the qualifications of the nominee, a notarized consent signed by the nominee evidencing a willingness to serve as a director, if elected, and a written representation and agreement that such person (i) is not and will not become a party to any voting agreement or compensation agreement that has not been disclosed to the Company or that could limit or interfere with the nominee’s ability to comply with their fiduciary duties under applicable law and (ii) will comply with all of the Company’s applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines.
The Company suggests that any such proposal be sent by certified mail, return receipt requested.
pay an amount that it estimates will not exceed $15,000, plus expenses.
individuals named as proxies, or their duly constituted substitutes acting at the Annual Meeting, to the extent authorized by Rule 14a-4(c).
without charge, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 to any of our stockholders of record, or to any stockholder who owns our common stock listed in the name of a broker, bank or dealer as nominee, at the close of business on March 24, 2021.April 25, 2022. Any request for a copy of our Annual Report on Form 10-K should be mailed to our Corporate Secretary at 500 Dallas Street, Suite 1700, Houston, TX 77002, or by calling (832) 219-9026.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 19, 2021.
June 16, 2022.
Appendix A
AMPLIFY ENERGY CORP.
EQUITY INCENTIVE PLAN
1. Purpose.
The purpose of the Amplify Energy Corp. Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the interests of the Company and increase stockholder value by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent.
2. Definitions. Wherever the following capitalized terms are used in the Plan and/or an Award Agreement (as defined below), they shall have the meanings specified below:
“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
“Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit, Other Stock-Based Award or cash award granted under the Plan.
“Award Agreement” means a notice or an agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant as provided in Section 14.1 hereof.
“Board” means the Board of Directors of the Company.
“Cause” shall mean, unless otherwise defined in the Award Agreement or Participant Agreement, (i) a Participant’s commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude; (ii) a Participant’s engaging in conduct that constitutes fraud, gross negligence or willful misconduct in connection with his or her employment duties or responsibilities; (iii) a Participant’s contravention, in any material respect, of specific lawful directions related to a material duty or responsibility which is directed to be undertaken from the person to whom such Participant reports; (iv) any acts by a Participant which constitute embezzlement, misappropriation or breach of fiduciary duty resulting or intending to result in such Participant’s personal gain or enrichment at the expense of the Company or its Affiliates; or (v) a Participant’s continued failure to comply with a material policy of the Company or its Affiliates after receiving notice of failure to comply from the person to whom such Participant reports.
“Change of Control” shall have the meaning set forth in Section 12.2 hereof.
“Code” means the Internal Revenue Code of 1986, as amended.
“Committee” means (i) the Compensation Committee of the Board, (ii) such other committee of the Board appointed by the Board to administer the Plan or (iii) the Board, as determined by the Board.
“Common Stock” means the Company’s common stock, par value $0.0001 per share.
“Company” means Amplify Energy Corp., a Delaware corporation, or any successor thereto.
“Date of Grant” means the date on which an Award under the Plan is granted by the Committee or such later date as the Committee may specify to be the effective date of an Award.
Appendix A-1
“Disability” shall mean, unless otherwise defined in the Award Agreement, the Participant is unable to perform his or her duties for a period of 90 consecutive days as a result of physical or mental impairment or illness or injury at the time of a termination of employment.
“Effective Date” means May 19, 2021.
“Eligible Person” means any (i) person who is an employee of the Company or any of its Affiliates, (ii) each other natural Person who provides services to the Company or any of its Affiliates as a consultant or advisor and who is designated as eligible by the Committee, and (iii) each non-employee director of the Company or any of its Affiliates. An employee on leave of absence may be considered as still in the employ of the Company or any of its Affiliates for purposes of eligibility for participation in this Plan.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.
“Fair Market Value” means, with respect to a share of Common Stock as of a given date of determination hereunder, the closing price as quoted on any national stock exchange or over-the-counter market on which the Common Stock is then traded, or if the Common Stock was not traded on such date, then the immediately preceding date on which sales of shares of Common Stock have been so quoted or reported shall be used. If the Common Stock on such date is not so publicly traded, “Fair Market Value” shall be determined based upon a pre-established formula determined by the Committee or by an independent third-party valuation firm selected by the Committee, and shall be determined in a manner consistent with Section 409A of the Code and the regulations thereunder. In the event that the Common Stock is not publicly traded, Fair Market Value (as determined in accordance with the foregoing sentence) shall be communicated to Participants on a quarterly basis.
“Incentive Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section 422 of the Code and the regulations thereunder.
“Incumbent Directors” shall have the meaning set forth in Section 12.2(b) hereof.
“Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.
“Other Stock-Based Awards” shall have the meaning set forth in Section 10 hereof.
“Outstanding Company Voting Securities” shall have the meaning set forth in Section 12.2(a) hereof.
“Participant” means any Eligible Person who holds an outstanding Award under the Plan.
“Participant Agreement” means an employment or other service agreement between a Participant and the Company or any Affiliate that describes the terms and conditions of such Participant’s employment or service with the Company or any Affiliate and is effective as of the date of determination.
“Performance Stock Unit” means a Restricted Stock Unit designated as a Performance Stock Unit under Section 9.1 hereof, to be paid or distributed based on or conditioned upon the attainment of pre-established business and/or individual performance conditions over a specified performance period, as may be determined by the Committee.
“Permitted Holder” means any holder who, directly or indirectly, owns more than 25% of the Outstanding Company Voting Securities as of the Effective Date.
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
Appendix A-2
“Plan” means the Amplify Energy Corp. Equity Incentive Plan as set forth herein, effective and as may be amended from time to time as provided herein.
“Prior Plans” means the Amplify Energy Corp. Management Incentive Plan and the Amplify Energy Corp. 2017 Non-Employee Directors Compensation Plan.
“Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that are issued subject to such vesting and transfer restrictions as the Committee shall determine, and such other conditions, as are set forth in the Plan and the applicable Award Agreement.
“Restricted Stock Unit” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to a share of Common Stock to be paid or distributed at such times, and subject to such conditions, as set forth in the Plan and the applicable Award Agreement.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.
“Service” means a Participant’s employment or service with the Company or any Affiliate.
“Stock Appreciation Right” means a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment representing the excess of the Fair Market Value of a share of Common Stock over the base price per share of the right, at such time, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
“Stock Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.
“Subsidiary” means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company or any other Affiliate of the Company that is so designated, from time to time, by the Committee, during the period of such affiliated status; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.
“Total Shares” shall have the meaning set forth in Section 4.1 hereof.
3. Administration.
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Appendix A-3
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4. Shares Subject to the Plan.
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Appendix A-4
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5. Eligibility and Awards.
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6. Stock Options.
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Appendix A-5
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Appendix A-6
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(a) Eligibility. An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee for purposes of Treasury Regulation Section 1.421-1(h) with respect to the Company or any Affiliate that qualifies as a “subsidiary corporation” with respect to the Company for purposes of Section 424(f) of the Code.
(b) Annual Limits. No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate Fair Market Value (determined as of the Date of Grant) of the Common Stock with respect to which incentive stock options under Section 422 of the Code are exercisable for the first time in any calendar year under the Plan and any other stock option plans of the Company or any Affiliate or parent corporation, would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking Stock Options into account in the order in which granted. Any Stock Option grant that exceeds such limit shall be treated as a non-qualified stock option.
(c) Additional Limitations. In the case of any Incentive Stock Option granted to an Eligible Person who owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate, the exercise price shall not be less than 110% of the Fair Market Value of a share of Common Stock on the Date of Grant and the maximum term shall be five years.
(d) Termination of Service. An Award of an Incentive Stock Option may provide that such Stock Option may be exercised not later than (i) three months following termination of Service of the Participant with the Company and all Affiliates (other than as set forth in clause (ii) of this Section 6.7(d)) or (ii) one year following termination of Service of the Participant with the Company and all Affiliates due to death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, in each case as and to the extent determined by the Committee to comply with the requirements of Section 422 of the Code.
(e) Other Terms and Conditions; Nontransferability. Any Incentive Stock Option granted hereunder shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as are deemed necessary or desirable by the Committee, which terms, together with the terms of the Plan, shall be intended and interpreted to cause such Incentive Stock Option to qualify as an “incentive stock option” under Section 422 of the Code. A Stock Option that is granted as an Incentive Stock Option shall, to the extent it fails to qualify as an “incentive stock option” under the Code, be treated as a Nonqualified Stock Option. An Incentive Stock Option shall by its terms be nontransferable other than in accordance with Section 14.2 hereof, and shall be exercisable during the lifetime of a Participant only by such Participant.
(f) Disqualifying Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two years following the Date of Grant or one year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.
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Appendix A-7
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7. Stock Appreciation Rights.
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Appendix A-8
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8. Restricted Stock Awards.
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9. Restricted Stock Units.
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Appendix A-9
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10. Other Stock-Based Awards.
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Appendix A-10
11. Cash Awards.
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12. Change of Control.
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(a) Any Person becomes the Beneficial Owner (as ascribed to such term in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50 % of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of its directors (the “Outstanding Company Voting Securities”), including by way of merger, consolidation or otherwise, other than pursuant to a
Appendix A-11
transaction described under Section 12.2(c) below that does not constitute Change of Control under such Section 12.2(c); provided, however, that for purposes of this definition, the following acquisitions shall not be taken into account in determining whether a Change of Control has occurred: (i) any acquisition of voting securities of the Company directly from the Company; (ii) any acquisition by the Company or any of its Affiliates of Outstanding Company Voting Securities, including an acquisition by any employee benefit plan or related trust sponsored or maintained by the Company or any of its Affiliates; or (iii) any acquisition of Outstanding Company Voting Securities by a Permitted Holder.
(b) The following individuals (the “Incumbent Directors”) cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a Person other than the Board) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended.
(c) Consummation of a reorganization, recapitalization, merger or consolidation involving the Company, unless, following such transaction: (i) any individuals and entities that were the Beneficial Owners of Outstanding Company Voting Securities immediately prior to such transaction are the Beneficial Owners, directly or indirectly, of more than 50% of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors (or election of members of a comparable governing body) of the entity resulting from the transaction (“successor entity”) in substantially the same relative proportions as their ownership immediately prior to such transaction; (ii) no Person (excluding any successor entity or any employee benefit plan or related trust of the Company, such successor entity or any of their Subsidiaries) is the Beneficial Owner, directly or indirectly, of more than 30% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or comparable governing body) of the successor entity, except to the extent that such ownership existed prior to any such transaction; and (iii) at least a majority of the members of the board of directors (or comparable governing body) of the successor entity were Incumbent Directors (including persons deemed to be Incumbent Directors) at the time of the execution of the initial agreement or of the action of the Board providing for such transaction.
(d) The sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person.
Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Code with respect to the payment of “nonqualified deferred compensation,” “Change of Control” shall be limited to a “change in control event” as defined under Section 409A of the Code. For clarity, the consummation of the transactions contemplated by the Plan of Reorganization shall not constitute a Change of Control.
13. Forfeiture Events.
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Appendix A-12
14. General Provisions.
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Appendix A-13
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(a) To the extent applicable, it is intended that the Plan and all Awards hereunder comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, and that the Plan and all Award Agreements shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A of the Code. In the event that any (i) provision of the Plan or an Award Agreement, (ii) Award, payment, transaction or (iii) other action or arrangement contemplated by the provisions of the Plan is determined by the Committee to not comply with the applicable requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, the Committee shall have the authority to take such actions and to make such changes to the Plan or an Award Agreement as the Committee deems necessary to comply with such requirements.
(b) No payment that constitutes deferred compensation under Section 409A of the Code that would otherwise be made under the Plan or an Award Agreement upon a termination of Service will be made or provided unless and until such termination is also a “separation from service,” as determined in accordance with
Appendix A-14
Section 409A of the Code. Notwithstanding the foregoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if a Participant is a “specified employee” as defined in Section 409A of the Code at the time of termination of Service with respect to an Award, then solely to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, the commencement of any payments or benefits under the Award shall be deferred until the date that is six months plus one day following the date of the Participant’s termination of Service or, if earlier, the Participant’s death (or such other period as required to comply with Section 409A). In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.
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Appendix A-15
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15. Term; Amendment and Termination; Stockholder Approval; Arbitration.
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Appendix A-16
Appendix A-17
AMPLIFY ENERGY CORP.
500 DALLAS STREET, SUITE 1700
HOUSTON, TEXAS 77002
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by Amplify Energy Corp. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Amplify Energy Corp., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
VOTE VIRTUALLY AT THE MEETING
If you plan to attend the virtual annual meeting you will need your control number printed on this proxy card to vote electronically at the annual meeting. To attend, please access the following URL address: www.virtualshareholdermeeting.com/AMPY2021.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The NoticeMeeting
are available free of charge at http://www.proxyvote.com.
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D49347-P51720
THISCORP.500 Dallas Street, Suite 1700Houston, Texas 77002NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON JUNE 16, 2022THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
May 19, 2021
TheDIRECTORSThe undersigned hereby appoint(s)appoints Martyn Willsher and Eric M. Willis (together, the “Proxies”), and each of them acting individually orin the absence of others, with full power of substitution and re-substitution and all powers that the undersigned would possess ifpersonally present, as proxies each with the power to appoint his substitute, and hereby authorize(s) them to represent and vote as designated on the reverse side of this proxy, all of the shares of Common Stock of Amplify Energy Corp. that the undersigned is/areis entitled to vote at the Annual Meeting of StockholdersStockholders(including any postponements, adjournments or continuations thereof, the “Annual Meeting”) of Amplify Energy Corp. to be heldheldvirtually, conducted via live audio webcast on June 16, 2022, at 9:00 a.m., Houston time, on May 19, 2021, whichtime. You will be held virtuallyable to attend the Annual Meetingonline and submit questions during the meeting by visiting www.cesonlineservices.com/ampy22_vm. You will also be able to voteyour shares electronically at www.virtualshareholdermeeting.com/AMPY2021,the Annual Meeting.Such shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and any adjournment or postponement thereof.
in the Proxies’ discretionon such other matters as may properly come before the Annual Meeting to the extent authorized by Rule 14a-4(c) under the SecuritiesExchange Act of 1934, as amended (the
TO THE EXTENT AUTHORIZED BY RULE 14A-4(C) UNDER THE EXCHANGEACT, IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THEANNUAL MEETING. Only stockholders of record on April 25, 2022, may vote at the Annual Meeting.IMPORTANT – PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY. THANK YOU FOR VOTING.(Continued and to be marked, dated and signed on reverse side) SEE REVERSE SIDE5TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE YOUR PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED5PROXYCARDImportant Notice Regarding the Availability of Proxy Materialsfor the Stockholder Meeting to Be Held on June 16, 2022:The Company’s Proxy Statement, form of proxy card, Notice of Annual Meeting of Stockholders andAnnual Report on Form 10-K are available free of charge at: www.cesonlineservices.com/ampy22_vm.
CONTINUEDPOSTAGE-PAID ENVELOPE 1. To elect seven directors to our board of directors to hold office until our 2023annual meeting of stockholders or until their respective