SCHEDULE 13D/A: Amplify Energy Appoints Investor Clint Coghill to Board, Formalizing Cooperation Agreement

Amplify Energy Corp. has appointed Clint Coghill, representing a significant investor group, to its Board of Directors as Lead Independent Director, formalizing the relationship through a cooperation agreement.

Summary

• Amplify Energy Corp. has appointed Clint Coghill to its Board of Directors as Lead Independent Director, effective May 16, 2025.
• Mr. Coghill will also serve as a member of the Board's Compensation Committee and will be included in the Company's slate of nominees for election at the upcoming 2025 Annual Meeting of Stockholders.
• The appointment is part of a Cooperation Agreement entered into with Mr. Coghill and his affiliates, Stoney Lonesome HF LP and The Drake Helix Holdings, LLC (collectively, the 'Investor Parties' or 'Stoney Lonesome').
• The Investor Parties beneficially own approximately 7% of Amplify Energy's outstanding shares.
• Under the agreement, the Investor Parties have committed to customary standstill provisions, voting agreements, and non-disparagement clauses.
• The standstill agreement restricts the Investor Parties from acquiring more than 15% of the Company's common stock, engaging in proxy solicitations, or seeking changes to the Board or corporate structure outside the terms of the agreement.
• The Investor Parties agree to vote their shares in favor of Board-nominated directors and against unapproved nominations, and generally in accordance with Board recommendations, with specific exceptions for Extraordinary Transactions or differing recommendations from Institutional Shareholder Services or Glass Lewis & Co.
• The Company will reimburse the Investor Parties up to $35,000 in aggregate for reasonable fees and expenses incurred in connection with the agreement and related activities.

Sentiment

Score: 7

Explanation: The agreement signals a constructive resolution between the company and a significant investor, leading to board representation and a standstill. This typically reduces uncertainty and fosters stability, which is generally viewed positively for corporate governance and shareholder relations.

Positives

• The agreement formalizes a cooperative relationship with a significant investor group, potentially reducing the risk of future activist campaigns.
• The appointment of Clint Coghill, an experienced money manager and entrepreneur, as Lead Independent Director and a member of the Compensation Committee, is expected to bring valuable business and financial expertise to the Board.
• The standstill provisions provide stability by limiting the Investor Parties' ability to engage in disruptive actions or acquire a controlling stake for a defined period.
• The voting agreement ensures that the Investor Parties' significant stake will generally support the Board's recommendations, fostering governance stability.

Negatives

• The Company is required to reimburse the Investor Parties for up to $35,000 in expenses, which is a direct cost to the Company.

Risks

• The New Director's irrevocable resignation offer is triggered if the Investor Parties' aggregate beneficial ownership falls below 5% of outstanding common stock, if there's a material breach of the agreement by Investor Parties, or if a Restricted Person attempts to nominate directors or propose business.
• The confidentiality provisions require careful management to prevent inadvertent disclosure of material non-public information, which could lead to insider trading law violations.
• Upon the termination of the Cooperation Period, the standstill and voting restrictions on the Investor Parties will cease, potentially allowing them to pursue different strategies or actions.

Future Outlook

The cooperation agreement is intended to foster a constructive relationship between Amplify Energy and a significant investor group. Management and the new director express a shared goal of working together to help the Company achieve its potential and drive shareholder value.

Management Comments

• Chris Hamm, Chairman of Amplify: "We appreciate the constructive dialogue we have had with Clint and are pleased to welcome him to the Board. We believe Clints business and financial expertise and strong shareholder perspective will be invaluable assets to the Company and we look forward to working with him."
• Clint Coghill, Chief Investment Officer of Stoney Lonesome: "Im pleased to join the Board of Amplify and look forward to working with Amplifys Board and management team to help the Company achieve its potential and drive shareholder value."

Industry Context

This cooperation agreement is a common mechanism in corporate governance, often used to resolve or preempt potential shareholder activism. By appointing a representative of a significant investor to the board and agreeing to standstill provisions, companies aim to maintain stability and focus on strategic objectives, avoiding potentially costly and disruptive proxy contests. This reflects a trend towards collaborative engagement between companies and their large shareholders.

Management Changes

Corporate Governance

Related Party Transactions

• The Cooperation Agreement itself is a related party transaction between Amplify Energy Corp. and the Investor Parties (Clint Coghill, Stoney Lonesome HF LP, and The Drake Helix Holdings, LLC), which includes the appointment of Clint Coghill to the Board and reimbursement of expenses.

Stakeholder Impact

• Shareholders: Benefit from increased representation on the board, potential for enhanced shareholder value through cooperative engagement, and reduced risk of disruptive activist campaigns.
• Management and Board: Gain stability and cooperation from a significant investor, potentially new expertise on the board, and can focus on strategic execution without immediate threat of a proxy fight from this group.
• Employees: Indirectly benefit from increased corporate stability and a clearer strategic direction.

Next Steps

• The Company will file a Current Report on Form 8-K with the SEC, including the Cooperation Agreement and Press Release as exhibits.
• The Investor Parties may file an amendment to their Schedule 13D.
• Clint Coghill will be included in the Company's slate of nominees for election at the 2025 Annual Meeting of Stockholders.

Key Dates

Recommendation

Keywords

Amplify Energy, AMPY, Cooperation Agreement, Corporate Governance, Board of Directors, Independent Director, Shareholder Activism, Clint Coghill, Stoney Lonesome, Standstill Agreement, Proxy Voting, SEC Filing, Oil and Gas