🧾 What This Document Is

This is a proxy statement (DEF 14A) for Amplify Energy Corp. Think of it as a formal invitation and information packet sent to shareholders ahead of the company's annual meeting. Its main job is to outline what shareholders will vote on and provide the key details they need to make informed decisions.

The 2026 Annual Meeting will be held virtually on June 3, 2026, at 9 a.m. Houston time. Shareholders must register in advance by June 2, 2026, at www.cesonlineservices.com/ampy26_vm.

👉 Why it matters: If you own AMPY stock, this document tells you what's on the agenda, who is running the company, how executives are paid, and gives you the tools to cast your vote.

🏢 What The Company Does

In simple terms, Amplify Energy Corp. is an oil and natural gas production company. They focus on acquiring, developing, and producing oil and gas properties, primarily in major U.S. basins like the Gulf Coast, Rockies, and Mid-Continent regions.

The company is led by a relatively new executive team, with Daniel Furbee becoming CEO in July 2025 and James Frew becoming President and CFO at the same time.

🗳️ The Five Proposals for Your Vote

Shareholders will be asked to vote on these key items:

Elect five directors to serve until the 2027 annual meeting.
Ratify (approve) the choice of auditors: Grant Thomson LLP for the 2026 fiscal year.
Approve executive compensation (an advisory, non-binding vote).
Approve the 2024 Amended and Restated Equity Incentive Plan (the plan that grants stock awards to employees).
Vote on how often to hold the "say-on-pay" vote (every one, two, or three years).

👉 Why it matters: These votes directly impact company oversight (board members), financial auditing (ensuring accurate books), and how leadership is incentivized (pay and stock plans).

👥 Meet the Leadership & Board

The board nominees are a mix of experienced energy executives, finance experts, and investors.

Deborah G. Adams: Former Phillips 66 executive with deep HSE (Health, Safety, Environment) and supply chain expertise.
Clint Coghill: Founder of a financial software company (Backstop Solutions), appointed Lead Independent Director in 2025.
Daniel Furbee: The new CEO (since July 2025), a petroleum engineer with prior roles at Linn Energy and Sanchez Energy.
Christopher W. Hamm: The Board Chairman since 2021, an investment management veteran.
Todd R. Snyder: A financial restructuring expert from Piper Sandler, designated as the Audit Committee's "financial expert."

The executive officers are CEO Daniel Furbee, CFO/President James Frew, General Counsel Eric Willis, and VP/Chief Accounting Officer Natasha France.

👉 Why it matters: The skills and experience of these individuals guide the company's strategy. The recent board refresh (average tenure now 4.2 years) signals an effort to bring in new perspectives.

💰 Executive Compensation Deep Dive

This section details how the top brass gets paid, especially during a leadership transition.

Base Salary: For 2025, CEO Furbee's was $600,000; CFO Frew's was $475,000; General Counsel Willis's was $450,000.
Annual Bonuses: The target bonus is 100% of base salary. For 2025, the bonus payout was 100% of target after the board considered operational performance and cost management.
Special Cash Bonuses: Both CFO Frew and General Willis received a $450,000 special bonus that vests in full on July 22, 2027, unless they are terminated without cause first.
Long-Term Incentives (Stock Awards): A mix of:
- Performance Stock Units (PSUs): Worth 50% of the grant. These pay out based on how AMPY's stock performs relative to other companies over three years.
- Restricted Stock Units (RSUs): Worth 50% of the grant. These vest in equal parts over three years, simply requiring continued employment.
- A special CEO grant: Furbee received 100,000 PSUs tied to the stock price hitting specific targets ($6, $8, or $10) by 2028.

👉 Why it matters: This pay structure is designed to reward executives for both short-term operational results and, more importantly, for growing the company's stock price over the long term for shareholders.

⚖️ Big Picture: Strengths & Governance

👍 Strengths & Positive Signals:

A refreshed, independent board with diverse skills.
Clear succession planning (smooth CEO/CFO transition).
Pay is heavily tied to performance metrics (stock price and relative returns).
Strong anti-hedging and anti-pledging policies for executives and directors.

⚠️ Risks & Considerations:

Commodity Price Risk: As an oil and gas producer, Amplify's fortunes are heavily tied to volatile energy prices.
Operational & Regulatory Risk: The industry faces constant environmental, safety, and regulatory challenges.
Leadership Transition: A new CEO and CFO are in place; the market will be watching their execution of strategy.
Advisory Vote: The "say-on-pay" vote is non-binding, but a strong "no" vote would signal shareholder discontent.

🧠 The Analogy

Think of Amplify Energy as a ship navigating choppy commodity price seas. The annual meeting is when the shareholders (the owners) get to review the map, check the crew (the board and executives), and approve the captain's (CEO's) pay and navigation plan. They're currently installing a new captain and first mate (Furbee and Frew) and asking the crew to stay focused on keeping the ship profitable (performance-based pay) while the waves (oil and gas prices) rise and fall.

🧩 Final Takeaway

This proxy is about transition and alignment. Shareholders are asked to endorse a refreshed leadership team and a compensation plan that heavily ties their pay to the company's stock performance. The underlying message is that the board is positioning the company with new leaders and incentives designed to navigate a challenging energy market and create shareholder value.

Contact for Voting Questions: Sodali & Co. 430 Park Avenue, 14th Floor, New York, NY 10022 Stockholders Call Toll-Free: (800) 662-5200 Banks, Brokers, Trustees, and Other Nominees Call Collect: (203) 658-9400 E-mail: [email protected]

AMPY Shareholders to Vote on Directors and Executive Pay