DEFA14A: Barnwell Industries Urges Shareholders to Reject Sherwood's Takeover Attempt, Citing ISS Recommendation

Barnwell Industries urges shareholders to vote against Ned Sherwood's takeover attempt, aligning with ISS's recommendation to elect only one of Sherwood's nominees.

Summary

• Barnwell Industries is urging shareholders to reject Ned Sherwood's attempt to take over the company.
• The company highlights that Institutional Shareholder Services Inc. (ISS) recommended only one candidate, Heather Isidoro, from the slate proposed by Ned Sherwood and his affiliates.
• ISS recommended removing Alex Kinzler but retaining Kenneth Grossman, Joshua Horowitz, and Douglas Woodrum.
• Barnwell believes that electing Ms. Isidoro and removing Mr. Kinzler is a reasonable outcome.
• The company emphasizes that ISS and Glass Lewis find replacing the entire Barnwell Board with a new slate imprudent and potentially value-destructive.
• Barnwell argues that the Sherwood Group lacks a credible plan for the company, which is a key criterion for ISS recommendations.
• Shareholders are urged to protect their investment by voting the WHITE consent revocation card.
• The company has provided contact information for Okapi Partners for any questions or to revoke a previously submitted consent.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a proxy fight occurring, the company is actively defending its position and has the support of ISS on key points. The uncertainty of the outcome tempers the positivity.

Positives

• ISS's recommendation supports Barnwell's existing board members.
• ISS and Glass Lewis recognize the Sherwood Group's lack of a credible plan.
• The company is actively communicating with shareholders to protect their investment.

Negatives

• ISS recommended the removal of Mr. Kinzler from Barnwell's Board.
• Ned Sherwood is attempting to take over the company.

Risks

• The actions of the Sherwood Group pose a risk to the company.
• There is a risk related to the company's ability to successfully solicit revocations of consents from stockholders.
• The company faces potential claims by the Sherwood Group.
• The company's ability to execute its strategy and business plan is subject to risks and uncertainties.

Future Outlook

The company's future performance is subject to risks and uncertainties, including the actions of the Sherwood Group and the company's ability to execute its strategy and business plan.

Management Comments

• The Company is disappointed that ISS recommended the removal of Mr. Kinzler from Barnwells Board, however, we believe the election of Ms. Isidoro and removal of Mr. Kinzler is a reasonable outcome.
• We are pleased that, by rejecting the Sherwood Groups attempt to replace the Barnwell Board of Directors, ISS recognizes the Sherwood Group has no credible plan for the Company.

Industry Context

This announcement reflects a proxy fight, a common occurrence in corporate governance where shareholders or activist investors seek to influence or control a company's direction, often by challenging the existing board or management.

Stakeholder Impact

• Shareholders are directly impacted by the outcome of the vote.
• Employees could be affected by changes in company strategy or leadership if the Sherwood Group gains control.

Next Steps

• Shareholders need to vote on the consent revocation card.
• The company will continue to solicit revocations of consents from stockholders.

Key Dates

Keywords

Barnwell Industries, Ned Sherwood, takeover attempt, proxy advisory firm, Institutional Shareholder Services, ISS, consent revocation, shareholders, board of directors, proxy solicitation