Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Midstates Petroleum Company, Inc. held on May 23, 2014. The filing details the submission of matters to a vote of security holders, including director elections, charter amendments, and executive compensation approvals. Note: The input metadata references "Amplify Energy Corp.," but the filing text explicitly identifies the registrant as Midstates Petroleum Company, Inc.
Key Financial Metrics
This filing is a Current Report regarding corporate governance and voting results. It does not provide financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. No financial data is present in the source text.
Material Changes and Voting Results
The following material corporate actions were approved by stockholders:
- Director Elections: Two Class II directors (Loren M. Leiker and John Mogford) were elected. However, due to the approval of the Charter Amendment (see below), the Board will move to annual elections, and the current terms of all directors will end at the 2015 annual meeting.
- Charter Amendment: Stockholders approved an amendment to the Certificate of Incorporation to provide for the annual election of directors, eliminating the current classified board structure.
- Compensation Plans: Stockholders approved the Amendment and Restatement of the 2012 Long Term Incentive Plan and its material terms for Section 162(m) compliance.
- Executive Compensation: The advisory vote on named executive officer compensation was approved. Stockholders voted overwhelmingly (99.02%) to hold future advisory votes on executive compensation annually.
- Auditor Ratification: Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2014.
Voting Statistics: As of the record date, 70,628,558 shares of Common Stock and 325,000 shares of Series A Mandatorily Convertible Preferred Stock (convertible into 27,068,487 Common shares) were entitled to vote. Broker non-votes were significant for director elections and governance proposals (approx. 13.7 million) but were zero for the auditor ratification.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, or discussion of risks and contingencies. The document is strictly a report of voting outcomes.
Key Facts for Investor Verification
- Verify the corporate name discrepancy: The filing is for Midstates Petroleum Company, Inc., not Amplify Energy Corp.
- Confirm the transition to an unclassified board structure, meaning all directors will face election annually starting in 2015.
- Note the high level of broker non-votes on governance proposals, indicating a significant portion of shares held in street name were not voted on these specific items.
- Review the approved 2012 Long Term Incentive Plan terms to understand potential dilution or executive payout structures.