Current Report Filing (8-k)
20 August 2020 - 6:32AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 17, 2020
BATTALION OIL CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
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001-35467
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20-0700684
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1000 Louisiana St., Suite 6600
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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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
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Trading Symbol
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Name of each exchange on which registered
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Common Stock par value $0.0001
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BATL
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NYSE American
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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 Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under 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. ¨
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Departure of Chief Financial Officer and Appointment of Chief
Financial Officer
On August 17, 2020, the board of directors
(the “Board”) of Battalion Oil Corporation (the “Company”) appointed R. Kevin
Andrews as Executive Vice President, Chief Financial Officer and Treasurer of the Company, replacing Ragan T. Altizer who tendered
his resignation as Executive Vice President, Chief Financial Officer and Treasurer effective concurrently with Mr. Andrew’s
appointment. Mr. Altizer has plans to retire. Mr. Altizer has confirmed that his departure is 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.
Prior to joining the company, Mr. Andrews
served as Managing Director and Head of Energy Investment Banking at Imperial Capital from 2017 to 2020, Wunderlich Securities
from 2011 to 2017, Pritchard Capital Partners from 2009 to 2011 and Morgan Keegan from 2001 to 2009. Prior to his career in investment
banking, Mr. Andrews was CFO of Denali Incorporated and Financial Manager at both Moorco International and Envirotech, a Baker
Hughes subsidiary. Mr. Andrews began his career at Coopers & Lybrand in 1987 after receiving an MBA and a Bachelor of Business
Administration degree in Accounting from The University of Tulsa.
In connection with Mr. Andrews’s
appointment as the Company’s Chief Financial Officer, the Company entered into an employment agreement with Mr. Andrews,
which provides, among other things: (i) an annual base salary of $350,000, (ii) eligibility to earn a target annual bonus
under the Company’s annual incentive plan equal to 100% of base salary, (iii) eligibility for annual grants of equity
awards as determined in the sole discretion of the Compensation Committee of the Board pursuant to the Company’s equity compensation
plans; and (v) benefits that are customarily provided to similarly situated executives of the Company. The employment agreement
has an initial term expiring on August 18, 2021 and the term will automatically renew annually for successive one (1) year
periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the initial
term or any renewal term. Additionally, pursuant to the employment agreement, if the Company terminates the executive’s employment
without “Cause” (as defined therein) or the executive terminates his employment with the Company for “Good Reason”
(as defined therein) prior to the end of the then-applicable employment term, the executive will be entitled to a severance payment
in the amount of $500,000, conditioned upon executing a general release of claims in the Company’s favor, among other things.
There are no related party transactions
involving Mr. Andrews that are reportable under Item 404(a) of Regulation S-K. There are no family relationships between
Mr. Andrews and any other directors or executive officers of the Company.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits. The following exhibit is furnished as part of this Current Report on Form 8-K:
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.
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BATTALION OIL CORPORATION
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August 19, 2020
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By:
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/s/ Richard H. Little
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Name:
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Richard H. Little
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Title:
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Chief Executive Officer
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