DEFA14A: Barnwell Reschedules Annual Meeting, Files Revised Proxy

Barnwell Industries, Inc. has rescheduled its 2025 Annual Meeting of Stockholders to September 10, 2025, and filed a revised definitive proxy statement.

Summary

• Barnwell Industries, Inc. filed a revised definitive proxy statement with the SEC in connection with its 2025 Annual Meeting of Stockholders.
• The 2025 Annual Meeting has been rescheduled to Wednesday, September 10, 2025, at 9:00 a.m. HST.
• The meeting will take place at Suite 210, Alakea Corporate Tower, 1100 Alakea Street, Honolulu, Hawaii.
• The record date for the rescheduled meeting is July 21, 2025.
• Named proxies will convene on September 3, 2025, solely to adjourn the meeting to September 10, 2025, to utilize the less costly notice and access method for proxy materials.
• The revised definitive proxy statement and WHITE proxy card replace those previously provided on or about April 28, 2025.
• Stockholders of record on the original record date of April 14, 2025, who previously submitted a proxy and do not wish to change their vote, do not need to take further action.
• Stockholders can change their vote or revoke their proxy at any time before it is voted at the 2025 Annual Meeting.
• The Board of Directors strongly recommends using the WHITE proxy card to vote FOR ONLY the election of the four nominees proposed by the Board: Kenneth S. Grossman, Craig D. Hopkins, Joshua S. Horowitz, and Philip J. McPherson.
• The Board strongly urges stockholders to discard and NOT to vote using any green proxy card from the Sherwood Group.
• Instructions for changing votes or revoking proxies are provided, including contacting proxy solicitor Okapi Partners at (877) 869-0171 or info@okapipartners.com.
• Proxy materials are available on Barnwell's website under the Investors and SEC Filings tabs and on the SEC's website.

Sentiment

Score: 5

Explanation: The filing is neutral in terms of financial performance, focusing on procedural updates for the annual meeting amidst a proxy contest. The strong language against the Sherwood Group's proxy card indicates internal conflict, which introduces a degree of uncertainty, but the company is taking steps to manage the process.

Positives

• The company is providing clear instructions and updated materials to shareholders regarding the annual meeting and voting process.
• The Board is actively communicating its recommendations for director nominees, aiming to consolidate shareholder support.

Negatives

• The need for a revised proxy statement and rescheduling of the annual meeting suggests prior procedural issues or ongoing complexities.
• The strong language urging stockholders to discard and not use the 'green proxy card' indicates an active and potentially contentious proxy contest, which can be a distraction and incur costs.

Risks

• Ability to obtain a quorum at the 2025 Annual Meeting to conduct business.
• Ability to defend against any potential claims by the Sherwood Group.
• Ability to execute on the company's strategy and business plan.
• 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

Forward-looking statements are based on current beliefs and expectations of the board and management, involving risks, potential changes in circumstances, assumptions, and uncertainties. These include various estimates, forecasts, and projections of Barnwell's future performance and statements of its plans and objectives. While Barnwell believes its current expectations are based on reasonable assumptions, it cannot assure that the expectations will be achieved. Forward-looking statements may turn out to be incorrect or be affected by inaccurate assumptions or by known or unknown risks and uncertainties, including the ability to obtain a quorum, defend against potential claims by the Sherwood Group, and execute on the business plan.

Management Comments

• Barnwell's Board of Directors strongly recommends that stockholders use the WHITE proxy card to vote FOR ONLY the election of the four nominees proposed by the Board.
• The Board strongly urges you to discard and NOT to vote using any green proxy card that may be sent to you by the Sherwood Group.
• If you have already voted using a green proxy card sent to you by the Sherwood Group, you have every right to change your vote and we strongly urge you to revoke that proxy.

Industry Context

This announcement relates to a proxy contest, a common occurrence in corporate governance where dissident shareholders seek to influence or change the composition of a company's board of directors. Such contests often indicate disagreements over company strategy, performance, or management, and can lead to significant shifts in corporate control and direction.

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted by the voting instructions, the rescheduled meeting, and the outcome of the proxy contest, which will determine the composition of the Board of Directors and potentially influence future company strategy.

Next Steps

• Stockholders will receive a Notice of Internet Availability of Proxy Materials.
• Stockholders are urged to vote using the WHITE proxy card.
• Named proxies will convene on September 3, 2025, to formally adjourn the meeting to the rescheduled date.
• The 2025 Annual Meeting of Stockholders will be held on September 10, 2025.

Key Dates

Recommendation

The filing primarily addresses a corporate governance matter, specifically a proxy contest, rather than operational or financial performance. While the company is taking steps to ensure proper voting procedures, the existence of a proxy contest introduces uncertainty regarding future strategic direction and potential for ongoing disputes. Investors should hold and monitor the outcome of the annual meeting and any subsequent changes in governance or strategy.

Keywords

Barnwell Industries, BRN, Proxy Statement, Annual Meeting, Shareholder Vote, Corporate Governance, Proxy Contest, SEC Filing