Business Context and Reporting Period
This Form 8-K reports on the 2019 Annual Meeting of Stockholders of Midstates Petroleum Company, Inc. (the "Company"), held on August 2, 2019. The filing details the voting results for five proposals, including the critical approval of a stock issuance related to a merger with Amplify Energy Corp.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
Stockholders approved the following key proposals:
- Proposal 1 (Stock Issuance): Approved the issuance of common stock pursuant to the Agreement and Plan of Merger with Amplify Energy Corp. (18,648,028 votes For vs. 326,265 Against).
- Proposal 2 (Election of Directors): Elected eight directors, including David J. Sambrooks, Alan J. Carr, and Patrice D. Douglas. Neal P. Goldman received the highest number of withheld votes (7,494,006) among the nominees.
- Proposal 3 (Executive Compensation): Approved the advisory vote on executive compensation (17,652,349 votes For vs. 666,614 Against).
- Proposal 4 (Auditor Ratification): Ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019 (19,376,311 votes For vs. 48,647 Against).
- Proposal 5 (Adjournment): Not called for a vote because the Stock Issuance Proposal was approved.
Guidance, Outlook, and Risks
The filing does not contain management commentary on future guidance, outlook, or specific risks. The primary contingency addressed is the successful shareholder approval required to proceed with the merger with Amplify Energy Corp., which was achieved.
Investor Verification Checklist
- Verify the closing date and terms of the merger between Midstates Petroleum Company, Inc. and Amplify Energy Corp. following the shareholder approval.
- Review the Joint Proxy Statement/Prospectus filed on June 28, 2019, for detailed executive compensation data referenced in Proposal 3.
- Confirm the final composition of the Board of Directors following the election results.
- Check subsequent filings for the official consummation of the stock issuance and the transition of the company's identity to Amplify Energy Corp.