Amplify Energy (AMPY) Proxy Filing summary

Executive summary

• The proxy filing details a proposed merger where 26,729,315 shares of common stock will be issued to acquire North Peak Oil & Gas, LLC and Century Oil and Gas Sub-Holdings, LLC, making them wholly owned subsidiaries.

• Post-merger, current shareholders will own about 61% and Juniper Capital (and affiliates) about 39% of the outstanding common stock on a fully diluted basis.

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

• The merger aims to increase scale, improve operating metrics, generate synergies, and provide a larger platform for future growth and consolidation.

Voting matters and shareholder proposals

• Shareholders are asked to vote on two proposals: (1) approval of the stock issuance for the merger, and (2) approval to adjourn the meeting if more time is needed to solicit votes.

• The board unanimously recommends voting FOR both proposals.

• Approval of the stock issuance proposal is required for the merger to proceed; failure to approve will prevent the transaction.

Board of directors and corporate governance

• After the merger, the board will have seven members: five current directors and two designated by Juniper, with Juniper nominees chairing the compensation committee and serving on the nominating committee.

• The Stockholder Agreement grants Juniper board nomination rights based on ownership thresholds and includes committee representation and certain governance protections.

• The bylaws and charter will be amended to reflect these governance arrangements.