Business Context and Reporting Period
This Form 8-K Current Report is filed by Midstates Petroleum Company, Inc. (not Amplify Energy Corp.) on March 9, 2015, covering events occurring on March 4, 2015, and March 9, 2015. The filing primarily addresses significant changes to the Company's Board of Directors and executive leadership.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
- Resignations: Dr. Peter J. Hill resigned as interim President and Chief Executive Officer effective immediately following the filing of the annual Form 10-K. He also resigned from the Board effective March 9, 2015, though he will remain in a consulting role.
- Board Departures: Directors Mary P. Ricciardello, Loren M. Leiker, and Robert M. Tichio notified the Company of their intent to resign from the Board prior to March 31, 2015.
- New Appointments: Frederic (Jake) F. Brace and Alan J. Carr were elected to the Board of Directors effective March 9, 2015. Mr. Brace will also serve as an employee of the Company.
- Reason for Departures: The Company states that none of the resigning directors or officers departed due to any disagreement with the Company regarding operations, policies, or practices.
Guidance, Outlook, and Risks
The filing includes standard cautionary statements regarding forward-looking statements, noting that actual results could vary significantly due to risks and uncertainties discussed in other SEC filings. No specific financial guidance or operational outlook is provided in this document. The Company issued a press release on March 9, 2015, detailing these governance changes, which is attached as Exhibit 99.1.
Investor Verification Checklist
- Verify the identity of the new interim President and Chief Executive Officer, as Dr. Hill's departure was effective immediately following the 10-K filing.
- Confirm the final composition of the Board of Directors following the resignations of Ricciardello, Leiker, and Tichio.
- Review the attached Press Release (Exhibit 99.1) for additional context on the leadership transition.
- Check subsequent filings for the appointment of committee members for the new directors, Mr. Brace and Mr. Carr.