Battalion Oil (BATL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 12, 2025, to elect six directors, approve executive compensation, determine the frequency of say-on-pay votes, and amend the certificate of incorporation with several key updates.

• Proxy materials, including the annual report, are available electronically, with voting accessible by internet, phone, or mail.

• Only stockholders of record as of April 17, 2025, are entitled to vote.

Voting matters and shareholder proposals

• Proposals include electing six directors, a non-binding advisory vote on executive compensation, a vote on the frequency of say-on-pay, and approval of an amended and restated certificate of incorporation.

• The certificate amendments cover officer exculpation, waiver of the corporate opportunity doctrine, changes to preferred stock voting, and technical updates.

• The board recommends voting for all proposals and for a triennial (every three years) say-on-pay vote.

• Stockholder proposals for the next annual meeting must be submitted 120 days before the anniversary of this proxy statement.

Board of directors and corporate governance

• The board consists of six directors, five of whom are independent, with diverse backgrounds in energy, finance, and operations.

• Four standing committees: Audit, Compensation, Nominating & Corporate Governance, and Reserves, each with independent members and defined charters.

• The board held 23 meetings in 2024, with all directors attending at least 75% of meetings.

• The board separates the roles of Chairman and CEO and holds regular executive sessions of non-management directors.