Amplify Energy (AMPY) Proxy Filing summary

Executive summary

• A special meeting is scheduled for April 14, 2025, to approve the issuance of 26,729,315 shares of common stock for the acquisition of North Peak Oil & Gas, LLC and Century Oil and Gas Sub-Holdings, LLC, making them wholly owned subsidiaries.

• Post-transaction, current shareholders will own ~61% and Juniper Capital affiliates ~39% of the company on a fully diluted basis.

• The transaction is expected to close in Q2 2025, subject to shareholder approval and other customary conditions.

• The board unanimously recommends voting in favor of the stock issuance and adjournment proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve the issuance of common stock for the mergers, as required by NYSE rules due to the size and potential change of control.

• Proposal 2: Approve the adjournment of the meeting if more time is needed to solicit votes.

• Both proposals require a majority of votes cast at the meeting for approval.

Board of directors and corporate governance

• The post-merger board will have seven members: five current directors and two designated by Juniper Capital.

• Juniper will have rights to board representation and committee appointments based on its ownership percentage, with step-down provisions as its stake decreases.

• A Stockholder Agreement and Bylaws Amendment will formalize these governance rights.