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:
Exhibit No. Description
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
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