10-K/A: Amplify Energy Files Amendment No. 1 to Form 10-K, Providing Detailed Information on Directors, Executive Compensation, and Corporate Governance

Amplify Energy Corp. files an amendment to its annual report on Form 10-K to include information required by Part III, covering directors, executive compensation, security ownership, related transactions, and principal accountant fees.

Summary

• Amplify Energy Corp. filed Amendment No. 1 to its Form 10-K to include information previously omitted from the original filing.
• The amendment includes details required by Part III of Form 10-K, covering items such as directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees and services.
• The original Form 10-K was filed on March 5, 2025, and this amendment is being filed because the company will not file a definitive proxy statement containing the required information within 120 days after the fiscal year-end.
• The amendment does not modify or update any other disclosures in the original Form 10-K and does not change any previously reported financial results.
• As of April 17, 2025, the company's executive officers and directors include Martyn Willsher (President and CEO), James Frew (SVP and CFO), Daniel Furbee (SVP and COO), and several independent directors.
• The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $202.1 million on June 30, 2024, based on $6.78 per share.
• As of April 16, 2025, the registrant had 40,336,579 outstanding shares of common stock, $0.01 par value per share.

Sentiment

Score: 6

Explanation: The document is primarily factual and descriptive, with a neutral tone. The sentiment is slightly positive due to the inclusion of some positive financial results and strategic initiatives, but tempered by the risks and challenges mentioned.

Positives

• The company has a clawback policy in place in the event of a financial restatement.
• The company maintains robust stock ownership guidelines.
• The company engages an independent, external compensation consultant.
• The company's compensation program is designed to align executive compensation with company performance.
• The company has adopted a Code of Business Conduct and Ethics applicable to employees, officers, and directors.

Negatives

• The company is considered a smaller reporting company, which may limit the scope of executive compensation disclosures.
• The company's compensation peer group selection is challenging due to recent consolidation in the exploration and production sector.
• The company's absolute shareholder return is negative over such performance period, the PSU payout will be capped at 100% of target.

Risks

• The company faces risks related to the pending merger with Juniper Capital Advisors, L.P.
• The company's performance is subject to fluctuations in oil and natural gas prices.
• The company's operations are subject to environmental and regulatory risks.
• The company's future performance depends on its ability to execute its development plan at its Beta property.

Future Outlook

The company is pursuing a merger with Juniper Capital Advisors, L.P., which is expected to impact its future operations and financial performance.

Management Comments

• The Board believes Mr. Willshers extensive experience in the oil and natural gas industry and intimate familiarity with the Company brings significant value to the Board.
• The Board believes Ms. Adams extensive leadership experience in the midstream and downstream businesses, procurement and information systems in the oil and natural gas industry and her health, safety and environmental expertise brings significant value to the Board.
• The Board believes Mr. Craddocks extensive experience in both the technical and operational aspects of the oil and natural gas industry, including his service as Chief Executive Officer and a board member of a large oil and natural gas producer, brings significant value to the Board.
• The Board believes Ms. Douglas considerable financial experience, as well as her extensive prior experience as a director and/or audit committee member of other exploration and production companies and financial institutions, brings valuable strategic and analytical skills to the Board.
• The Board believes Mr. Hamms extensive investment experience and intimate familiarity with the Company brings significant value to the Board.
• The Board believes Ms. Prasads experience in the energy industry, particularly in the areas of capital markets, finance and M&A, as well as her knowledge and understanding of strategic planning and risk management brings significant value to the Board.
• The Board believes that Mr. Snyders extensive financial expertise and experience in representing public and private companies in complex financial transactions brings important experience and skill to the Board.

Industry Context

The document highlights the challenges in selecting a compensation peer group due to recent consolidation in the exploration and production (E&P) sector, indicating a trend of mergers and acquisitions within the industry.

Comparison to Industry Standards

• The company compares its compensation design and pay levels to compensation data for similarly situated executives at peer companies.
• The company selects peer companies based on their industry and company size as defined by enterprise value, market capitalization, assets, and production.
• The company's compensation peer group includes Berry Corporation, Granite Ridge Resources, Inc., SilverBow Resources, Inc., Diversified Energy Company PLC, Riley Exploration Permian, Inc., VAALCO Energy, Inc., Evolution Petroleum Corporation, Ring Energy, Inc., W&T Offshore, Inc., Gran Tierra Energy Inc., and SandRidge Energy, Inc.
• The company's performance peer group includes Berry Corporation, Ring Energy, Inc., W&T Offshore, Inc., Diversified Energy Company PLC, SandRidge Energy, Inc., SPDR S&P Oil & Gas Exploration & Production ETF, Gran Tierra Energy Inc., SilverBow Resources, Inc., iShares Russell 2000 ETF, Mach Natural Resources LP, TXO Partners L.P., Riley Exploration Permian, Inc., and VAALCO Energy, Inc.

Related Party Transactions

• In connection with the closing of the Companys proposed business combination transaction between certain of the Companys subsidiaries and North Peak Oil & Gas, LLC (North Peak) and Century Oil and Gas Sub-Holdings, LLC (Century Oil), the Company will enter into a Stockholders Agreement (the Stockholders Agreement) with North Peak and Century Oil (collectively, the Stockholder).

Stakeholder Impact

• The company's performance and strategic decisions will impact shareholders, employees, customers, suppliers, and creditors.
• The company's commitment to environmental, social, and governance (ESG) factors will impact its reputation and relationships with stakeholders.

Next Steps

• The company will continue to execute its business strategy and development plan.
• The company will work to complete the pending merger with Juniper Capital Advisors, L.P.
• The company will monitor and manage its environmental and regulatory risks.
• The company will continue to evaluate and refine its executive compensation program.

Key Dates

Keywords

executive compensation, directors, corporate governance, Form 10-K, Amplify Energy, proxy statement, oil and gas, securities, financial reporting