UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Chief Executive Officer and Member of the Board of Directors
On April 2, 2023, Richard H. Little, Chief Executive Officer and a member of the Board of Directors of the Company (the “Board”), resigned his positions as an officer and director of Battalion Oil Corporation (the “Company”). Mr. Little has confirmed that his departure was not the result of any disagreement with the Company on any matter relating to how the Company has operated, its policies or its practices, including its controls or financial related matters. A copy of the resignation letter is attached hereto as Exhibit 99.1.
For purposes of the Employment Agreements between the Company and Mr. Little, his departure will be treated as a termination by the Company without “Cause” and he will be entitled to receive the severance benefits set forth in his Employment Agreement. For an additional discussion of the Employment Agreements and the severance benefits thereunder see “Executive Compensation — Employment Contracts, Termination of Employment and Change-in-Control Arrangements” in the Company’s definitive proxy statement filed with the SEC on May 2, 2022.
Appointment of Chief Executive Officer and Member of the Board of Directors
On April 3, 2023, the Company announced that effective immediately, Matthew B. Steele was appointed Chief Executive Officer of the Company and a Director of the Board. Mr. Steele, age 44, has served as a Board Member of Bowline Energy LLC since August 2021. He was the Founder and has been a Board Member of CarbonPath, Inc. since March 2021 and has also served as a Senior Advisor for Yellow Rock LLC since October 2021. He also has been a Board Member of Bruin Management Operating LLC since March 2021. Mr. Steele was the Founder of Bruin E&P Partners LLC and served as CEO and President from September 2015 through March 2021.
Mr. Steele will receive an annual base salary of $250,000 as well as the opportunity to earn incentive compensation bonuses.
Other than the foregoing, there is no arrangement or understanding pursuant to which Mr. Steele was selected as Chief Executive Officer, and there are no related party transactions involving Mr. Steele that are reportable under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Steele and any other directors or executive officers of the Company.
Item 7.01 Regulation FD Disclosure
On April 3, 2023, the Company issued a press release announcing the appointment of Mr. Steele and departure of Mr. Little. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:
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99.1 |
| Resignation Letter of Richard H. Little dated April 2, 2023. |
99.2 |
| Press release issued by Battalion Oil Corporation dated April 3, 2023. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BATTALION OIL CORPORATION | |
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April 3, 2023 | By: | /s/ WALTER R. MAYER |
| Name: | Walter R. Mayer |
| Title: | Senior Vice President and General Counsel |
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