8-K/A
Battalion Oil Corp (BATL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K/A**(Amendment No.1)**
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2021
BattalionOil Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-35467 | 20-0700684 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 1000 Louisiana St., Suite 6600<br><br>Houston, Texas | ****<br><br> <br>77002 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (832) 538-0300
| (Former name or former address, if changed since last report) |
|---|
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 | BATL | NYSE American |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
Battalion Oil Corporation (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 23, 2021 (the “OriginalReport*”*), to amend the information provided in Item 5.02 of the Original Report, related to the decision of certain directors to not to stand for re-election as a director at the Company’s 2021 annual meeting of stockholders. Item 5.02 of the Original Report is hereby amended as follows.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. |
|---|
On April 16, 2021, William T. Transier and Scott H. Germann, members of the board of directors (the “Board”) of the Company, notified the Board that they do not intend to stand for re-election at the upcoming annual meeting of the stockholders (the “2021 AnnualMeeting”), which is scheduled to occur June 8, 2021. Mr. Transier currently serves as Chairman of the Board, Chair of the Nominating and Corporate Governance Committee, Chair of the Audit Committee and a member of the Compensation Committee. Mr. Germann currently serves as Chair of the Compensation Committee, member of the Reserves Committee and member of the Audit Committee. The decision by each of Mr. Transier and Mr. Germann not to stand for re-election is not the result of a disagreement with the Company or any of its subsidiaries on any matter relating to the Company’s operations, policies or practices. Copies of the resignation letters of Messrs. Transier and Germann are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
The Company expects both Mr. Transier and Mr. Germann will continue to serve on the Board, and in their respective committee roles, until each of their terms expire at the 2021 Annual Meeting. The size of the Board will be reduced to five (5) persons effective at the date of the 2021 Annual Meeting.
The Board has begun the process of identifying suitable board candidates with the objective of adding one or more board members in due course.
| Item 9.01 | Financial Statements and Exhibits |
|---|
Exhibit Index
| Exhibit No. | Description: |
|---|---|
| 99.1 | Resignation letter of William T. Transier dated April 16, 2021. |
| 99.2 | Resignation letter of Scott H. Germann dated April 16, 2021. |
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 | ||
|---|---|---|
| April 23, 2021 | By: | /s/ Leah R. Kasparek |
| Name: | Leah R. Kasparek | |
| Title: | Senior Vice President, Human Resources and Corporate Secretary |
Exhibit 99.1
William L. Transier12128 Madeleine CircleDallas, Texas 75230
April 16, 2021
Board of Directors
Battalion Oil Corporation
1000 Louisiana Street, Suite 6600
Houston, TX 77002
Dear Fellow Directors:
This letter will serve as notification that I will not stand for re-election to the board of directors of Battalion Oil Corporation at the upcoming shareholders meeting in June 2021. I will certainly continue to fulfil my duties on the board until such time as you either find replacements for chairman of the board and chairman of the audit and nominating and governance committees or the date of the shareholder meeting.
It has been my pleasure to work with the board and the management this past 1.5 years. I wish you success in the future.
Regards,
| /s/ William L. Transier |
|---|
William L. Transier
Exhibit 99.2
From: Scott Germann
Date: April 16, 2021 at 8:32:15 AM CDT
To: William Transier
Subject: Re-Election
Bill:
I wanted to inform you that I do not plan to stand for re-election for the Battalion Board. This decision does not come easy since I have enjoyed working with you and other board members and of course the Management Team. As you are aware, my responsibilities have increased in my other businesses and I need to dedicate my full attention to those companies.
I will be glad to stay on till May or I can stand down immediately.
Warmest Regards,
Scott