BATTALION OIL CORP
For the period ended Jun 12, 2025. Filed Apr 30, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 30, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of**
**the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒
Filed by a party other than the Registrant☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12
Battalion Oil Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
| | BATTALION OIL CORPORATION820 Gessner Road, Suite 1100Houston, Texas 77024 832.538.0300 | |
| | |
|---|
NOTICE OF****2025 Annual Meeting of Stockholders
April 30, 2025
To the Stockholders of Battalion Oil Corporation:
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Battalion Oil Corporation (the “Company”) will be held on Thursday, June 12, 2025, at 11:00 a.m., Central Time, at Two Memorial City Plaza, 820 Gessner Road, Magnolia Conference Room (Suite 280), Houston, Texas 77024, for the following purposes:
| 4 | |
|---|---|
| 1. | To elect six directors to serve until the next annual meeting of stockholders in accordance with our certificate of incorporation and bylaws; |
| 2. | To approve, in a non-binding advisory vote, the executive compensation of the Company’s named executive officers; |
| 3. | To determine, in a non-binding advisory vote, whether a stockholder vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years; |
| 4. | To approve a proposed amended and restated certificate of incorporation, which will amend and restate our current Amended and Restated Certificate of Incorporation (the “Charter”), to: |
| 4(a) | adopt a provision to provide for the exculpation of officers as permitted by recent amendments to Delaware law (the “Officer Exculpation Amendment”); |
| 4(b) | adopt a provision to waive the corporate opportunity doctrine with respect to the Company’s stockholders, directors and their affiliates (the “Corporate Opportunity Amendment”); |
| 4(c) | adopt a provision revising the votes required to amend, revise, or otherwise modify the terms of preferred stock, including when set forth in a certificate of designations (the “Preferred Stock Voting Amendment”); and |
| 4(d) | further update the Charter’s text by removing or modifying expired provisions, integrating previously approved amendments and making minor clarifications and other updates, including to approve the amended terms of our Series A-1 Redeemable Convertible Preferred Stock that had been previously approved by holders of our preferred stock but not by our common stockholders (the “Charter Updates”). |
| 5. | To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
If you were a stockholder as of the close of business on April 17, 2025 (the “Record Date”), you are entitled to notice of, and to vote at, the Annual Meeting and at any adjournment thereof. Admittance at the Annual Meeting will be limited to stockholders of record as of the Record Date. Stockholders will need to provide a valid photo ID and proof of ownership of our common stock (e.g., the Notice, voting instruction form or brokerage statement).
We are pleased to furnish our proxy materials, including the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2024, to each stockholder of record, over the Internet, as permitted by Securities and Exchange Commission rules. This process will enable us to provide you with a convenient way to access our proxy materials, while reducing the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders of record. Accordingly, on or about April 30, 2025, the Company mailed the Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of the Record Date and posted its proxy materials on the website referenced in the Notice. As more fully described in the Notice, all stockholders may choose to access the proxy materials on the website referred to in the Notice or may request a printed set of the proxy materials.
Your vote is important. Please vote your proxy promptly so your shares can be represented, even if you plan to attend the Annual Meeting in person. You can vote by Internet or by telephone by using the voting procedures described in the Notice, or by requesting a printed copy of the proxy materials (including the proxy card), and completing, signing and returning the proxy card enclosed by mail. All stockholders of record as of the Record Date are cordially invited to attend the Annual Meeting.
| By order of the Board of Directors of Battalion Oil Corporation: | |
|---|---|
| /s/ Jonathan D. Barrett | |
| | Jonathan D. Barrett, Chairman of the Board |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR**
The 2025 Annual Meeting of Stockholders TO BE HELD ON **June 12, 2025
The Notice and our proxy materials, including the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2024, are available on the Internet atwww.proxyvote.com and athttp://www.battalionoil.com/investors/annual-report-proxy-materials/.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.