DEFA14A: Glass Lewis Rejects Sherwood Group's Attempt to Control Barnwell Industries

Leading proxy advisory firm Glass Lewis has rejected the Sherwood Group's efforts to seize control of Barnwell Industries, recommending against the removal of key Barnwell directors.

Summary

• Glass Lewis, a leading independent proxy advisory firm, has rejected the Sherwood Group's attempt to take control of Barnwell Industries.
• Glass Lewis recommends against removing Barnwell directors Ken Grossman, Josh Horowitz, and Alex Kinzler.
• The firm also suggests removing Doug Woodrum, one of Ned Sherwood's former nominees, who is currently serving on the Board.
• Glass Lewis states that the Sherwood Group has failed to present a credible or detailed plan for Barnwell's future.
• The advisory firm believes the Sherwood Group's campaign would disrupt Barnwell's ongoing turnaround and harm shareholder value.
• Glass Lewis criticizes the Sherwood Group's platform as based on vague, unsubstantiated promises and lacking a meaningful strategic plan.
• Barnwell urges shareholders to protect their investment by voting the WHITE consent revocation card and rejecting the Sherwood Group's agenda.
• Shareholders with questions or wishing to revoke a previously submitted consent can contact Okapi Partners at (877) 869-0171 or info@okapipartners.com.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it highlights a favorable recommendation from Glass Lewis, but it also acknowledges the ongoing conflict with the Sherwood Group and associated risks.

Positives

• Glass Lewis's rejection of the Sherwood Group's plan provides support for the current Barnwell board.
• The current board and management have already implemented significant operational improvements.
• Glass Lewis acknowledges the incumbent Board's stewardship.

Negatives

• The Sherwood Group's plan is described as vague, unsubstantiated, and lacking a meaningful strategic plan.
• Glass Lewis expresses concern that Barnwell's shareholder base would be exposed to significant risk under the dissident's vague and destabilizing plan.

Risks

• The actions of the Sherwood Group pose a risk to Barnwell's strategy and business plan.
• There are risks related to Barnwell's ability to successfully solicit revocations of consents from stockholders to reject the Sherwood Group's proposals.
• Barnwell faces the risk of potential claims by the Sherwood Group.

Future Outlook

Barnwell'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.

Management Comments

• Alexander C. Kinzler, Executive Chairman of Barnwell, commented, 'Glass Lewis recognized what Barnwell's shareholders already know: Ned Sherwood's campaign is built on half-truths, empty promises, and an effort to seize control of the Company without paying a premium.'
• Barnwell strongly urges shareholders to protect the value of their investment by voting the WHITE consent revocation card today and rejecting the Sherwood Groups agenda.

Industry Context

This announcement reflects an ongoing proxy battle, a common occurrence in corporate governance where activist investors seek to influence or control a company's direction. Proxy advisory firms like Glass Lewis play a crucial role in advising shareholders on how to vote in such situations.

Comparison to Industry Standards

• Glass Lewis is a well-regarded proxy advisory firm, and its recommendations often carry significant weight with institutional investors.
• The criticisms leveled against the Sherwood Group's plan are consistent with industry standards for evaluating activist investor proposals, which typically require a clear and well-defined strategy.

Stakeholder Impact

• Shareholders are directly impacted by the outcome of the proxy battle.
• The company's employees and other stakeholders could be affected by changes in control or strategy.

Next Steps

• Shareholders are urged to vote the WHITE consent revocation card.
• Barnwell will continue to defend against the Sherwood Group's efforts.

Keywords

Barnwell Industries, Sherwood Group, Glass Lewis, Proxy Advisory, Consent Solicitation, Board of Directors, Shareholders, Revocation, Corporate Governance