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Item 5.02
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Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
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Departure of
Director
On May 8, 2023, Allen Li, a member of the board of directors
(the “Board”) of Battalion
Oil Corporation (the “Company”) and member
of the Nominating and Corporate Governance Committee
(the “N&CG Committee”),
notified the Board that, effective as of the date thereof, he was
resigning from the Board, including as a member N&CG Committee.
Mr. Li’s decision to resign is for professional reasons and
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. A copy of Mr. Li’s resignation
letter is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
Appointment of
Director
Effective May 9, 2023, the Board appointed Ajay Jegadeesan as
a director of the Company, filling the vacancy created by
Mr. Li’s departure, to serve until the Company’s next annual
meeting of stockholders or until his earlier resignation or
removal. Concurrent with his appointment to the Board,
Mr. Jegadeesan was also appointed as a member of the N&CG
Committee and the Reserves Committee.
Mr. Li, Managing Director with Oaktree Capital recommended his
colleague, Mr. Jegadeesan to replace him on the Board based on
his extensive E&P experience. Based on the recommendation of
Mr. Li, the N&CG Committee reviewed Mr. Jegadeesan’s
background and experience for consideration and recommended his
appointment to the Board and the Reserves and N&CG Committees.
The Board has determined that Mr. Jegadeesan
(a) qualifies as an “independent
director” under the applicable rules of the U.S. Securities and
Exchange Commission and the NYSE American LLC Company Guide; and
(b) meets the requirements for service on the Board pursuant
to the Company’s Corporate Governance Guidelines, a copy of which
is available under the “Investors—Corporate Governance” page of the
Company’s website at www.battalionoil.com. The information on the
Company’s website does not constitute a part of this report and is
not incorporated herein by reference.
There are no arrangements or understandings between
Mr. Jegadeesan and any other person pursuant to which
Mr. Jegadeesan was appointed to serve as a director of the
Company. There are no transactions in which Mr. Jegadeesan has
an interest that requires disclosure under Item 404(a) of
Regulation S-K.
For his service on the Board, Mr. Jegadeesan will be entitled
to the same compensation arrangements as the Company’s non-employee
directors, as described in the Company’s Amendment to Annual Report
on Form 10-K/A filed with the SEC on April 28, 2023.
Ajay Jegadeesan, age 41, currently works as a Senior Advisor within
the Global Opportunities fund at Oaktree Capital where he is
responsible for managing investments in the energy sector across
capital structures. Prior to joining Oaktree in 2018, Mr.
Jegadeesan worked in various engineering, leadership, exploration,
asset development, and operational roles at W.D. Von Gonten &
Co., a boutique engineering advisory firm, where he led the due
diligence and asset valuations for financial institutions and
E&P companies culminating in deployment of over 20+ billion
dollars in capital from 2011-2018; Nutech Energy Alliance Ltd.; and
Schlumberger Technology Corporation. Mr. Jegadeesan holds a
master’s degree in chemical engineering from Oklahoma State
University and a master’s degree in petroleum engineering from the
University of Houston. Mr. Jegadeesan also currently serves as
a director on the boards of Sierra Energy Holdings, LLC and
PureWest Energy, LLC.
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Item 9.01
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Financial Statements and Exhibits
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(d)Exhibits.
The following exhibits are furnished as part of this Current Report
on Form 8-K: