DEFA14A: Barnwell Industries Adjourns 2025 Annual Meeting for Third Time Amidst Proxy Dispute

Barnwell Industries, Inc. announced the third adjournment of its 2025 Annual Meeting of Shareholders to September 3, 2025, citing Ned Sherwood's continued refusal to submit solicited votes, which the company describes as obstructionist.

Summary

• Barnwell Industries, Inc. (NYSE American: BRN) announced the third adjournment of its 2025 Annual Meeting of Shareholders to Wednesday, September 3, 2025, at 9:00 a.m. HST.
• The meeting was reconvened on June 17, 2025, and subsequently adjourned due to the Sherwood Group's refusal to submit proxies, preventing the Company from obtaining a quorum.
• Shareholders of record at the close of business on July 21, 2025, are eligible to vote at the adjourned meeting.
• The Company encourages shareholders to vote on the WHITE proxy card for its nominees: Kenneth S. Grossman, Joshua S. Horowitz, Craig D. Hopkins, and Philip J. McPherson.
• Shareholders who previously voted on the WHITE proxy card and remain shareholders of record on July 21, 2025, do not need to take further action.
• The Annual Meeting remains uncontested, and the adjournment will not reopen the nomination window for director election under the Company's bylaws.
• The Company plans to actively solicit shareholders in the ensuing months to obtain a quorum.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the repeated adjournments of the annual meeting, the ongoing and described 'obstructionist' actions of a significant shareholder, and the stated 'waste of time and resources' and limitation on value potential. While management expresses optimism about assets, the immediate operational context is highly contentious.

Positives

• The Barnwell Board expresses optimism about the future of the Company and the ability of its assets to drive value for shareholders.
• The 2025 Annual Meeting will continue to be uncontested, meaning no new director nominations can be made.

Negatives

• This is the third adjournment of the 2025 Annual Meeting, indicating a prolonged and unresolved corporate governance issue.
• The Company attributes the necessity for adjournment to Ned Sherwood's 'self-serving, obstructionist actions' and his refusal to submit solicited proxies.
• The ongoing dispute is described as a 'waste of time and resources' and is limiting Barnwell's value potential.
• Mr. Sherwood is accused of 'holding hostage the votes of shareholders' by not turning in the green proxy cards.

Risks

• Ability to defend against any potential claims by the Sherwood Group.
• Ability to execute on the Company's strategy and business plan.
• Ability to successfully solicit votes on the Company's white proxy card for the 2025 Annual Meeting.
• Other risks outlined in Barnwell's Annual Report on Form 10-K (as amended) for the fiscal year ended September 30, 2024, Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2025, and December 31, 2024, and other SEC filings.

Future Outlook

Barnwell's Board is optimistic about the Company's future and its assets' ability to drive shareholder value. The Company plans to actively solicit shareholders in the coming months to secure a quorum for the 2025 Annual Meeting.

Management Comments

• "The Barnwell Board is optimistic about the future of the Company and the ability of our assets to drive value for shareholders." Kenneth Grossman, Vice Chairman of Barnwell's Board of Directors.
• "Barnwell's value potential continues to be limited by Ned Sherwood's self-serving, obstructionist actions that are thwarting our ability to conclude the Company's 2025 Annual Meeting and move on from this waste of time and resources." Kenneth Grossman, Vice Chairman of Barnwell's Board of Directors.

Industry Context

This announcement highlights an ongoing corporate governance dispute, a common challenge faced by publicly traded companies when dealing with activist investors. Such disputes can divert management attention and resources, potentially impacting operational focus and investor confidence.

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted by the delay in the annual meeting, which postpones voting on critical corporate matters. The ongoing dispute is stated to limit the Company's value potential, affecting shareholder returns. Shareholders are being actively solicited to change or confirm their votes.
• Management/Board: Resources and time are being diverted to resolve the proxy dispute, as described by management as a 'waste of time and resources'.

Next Steps

• Barnwell Industries plans to actively solicit shareholders in the ensuing months to obtain a quorum for the 2025 Annual Meeting.
• Shareholders of record as of July 21, 2025, will receive an amended notice of the adjourned meeting and updated proxy materials shortly after the record date.
• The adjourned 2025 Annual Meeting will take place on Wednesday, September 3, 2025, at 9:00 a.m. HST at Suite 210, Alakea Corporate Tower, 1100 Alakea Street, Honolulu, Hawaii.

Key Dates

Recommendation

Keywords

Barnwell Industries, BRN, SEC filing, DEFA14A, proxy statement, annual meeting, shareholder meeting, proxy fight, corporate governance, Ned Sherwood, proxy card, shareholder vote, adjournment