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, and shareholders are encouraged to vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, a non-binding advisory vote on executive compensation, the frequency of future say-on-pay votes, and four amendments to the certificate of incorporation: officer exculpation, corporate opportunity waiver, preferred stock voting changes, and charter updates.

• The board recommends voting for all director nominees, for executive compensation, for a triennial say-on-pay vote, and for all charter amendments.

• Shareholder proposals for the next annual meeting must be submitted at least 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, all with independent members.

• The board separates the roles of Chairman and CEO and holds regular executive sessions without management.

• The board and committees conducted regular meetings, and all directors attended at least 75% of meetings.