Battalion Oil Corp amends charter to include officer exculpation provision

Battalion Oil Corp (NYSE American:BATL), a $44.6 million market cap energy company whose stock has surged 88.49% in the past week, filed its Ninth Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 12, 2025, following approval by stockholders at the company’s 2025 Annual Meeting. According to InvestingPro analysis, the company currently shows a FAIR financial health score of 2.37 out of 5.

The amended charter includes an officer exculpation provision as permitted by recent Delaware law amendments, which received 13,276,140 votes in favor and 628,848 against. The company also adopted a corporate opportunity doctrine waiver for stockholders, directors and their affiliates, which passed with 13,125,828 votes for and 566,600 against. These governance changes come as Battalion Oil faces challenges, with InvestingPro data showing negative earnings per share of -$2.01 and concerning cash burn rates.

A third proposal to modify requirements for amending preferred stock terms failed to receive the required disinterested stockholder approval, with 584,867 votes for and 596,928 against. The charter updates to modernize existing provisions and remove expired terms were approved with 13,747,498 votes in favor.

In other business, all six director nominees were elected with strong support, receiving between 13,475,246 and 13,540,732 votes each. Stockholders also approved the company’s executive compensation in an advisory vote, with 13,400,011 votes in favor.

Additionally, stockholders expressed a preference for holding future advisory votes on executive compensation every three years, with 8,765,177 votes supporting the triennial option compared to 5,095,818 votes for annual votes.

The amended charter became effective immediately upon filing with the Delaware Secretary of State. Track Battalion Oil’s governance developments and access 6 additional exclusive ProTips with InvestingPro, your comprehensive tool for deep company analysis and investment research.

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