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Barnwell Industries Shareholders Reject Ned Sherwood's Attempt to Take Full Control of the Company
Prnewswire· 2025-05-14 20:54
Core Viewpoint - Barnwell Industries, Inc. shareholders have rejected the Sherwood Group's attempt to take control of the Board of Directors, while also consenting to the removal of certain directors and the election of a new nominee [1][2][3]. Group 1: Shareholder Decisions - Preliminary results indicate that shareholders consented to remove directors Alexander Kinzler and Douglas Woodrum, while electing Heather Isidoro from the Sherwood Group [2]. - Despite some changes, Barnwell Directors Ken Grossman and Joshua Horowitz will continue to serve, ensuring continuity and independent oversight [2]. - The Sherwood Group's campaign to remove Douglas Woodrum was notably supported, as he received the most consents for removal among directors [3]. Group 2: Legal and Governance Matters - Barnwell is awaiting a decision from the Delaware Court of Chancery regarding the validity of the Sherwood Group's nomination notice for the upcoming 2025 annual meeting [4]. - The Company has determined that the Sherwood Group's nomination notice did not comply with applicable bylaws and has rejected it [4]. - Barnwell intends to supplement its proxy materials for the 2025 annual meeting following the Court's decision [4]. Group 3: Executive Commentary - Alexander Kinzler expressed disappointment with the consent solicitation results but indicated a willingness to step down as a director by the end of 2025 if elected [5]. - Kinzler plans to assist in identifying a successor Chief Financial Officer and transitioning the Company's headquarters from Honolulu to Calgary [5]. - The Company remains open to constructive discussions with the Sherwood Group to reach a resolution that benefits all shareholders [6]. Group 4: Reporting and Certification - The results of the consent solicitation are considered preliminary until certified by the independent Inspector of Elections [7]. - Barnwell will report the final results on a Form 8-K to be filed with the Securities and Exchange Commission by May 19, 2025 [7].
Barnwell Industries Urges Shareholders to Vote in Accordance with ISS Recommendation and Reject Ned Sherwood's Attempt to Take Over the Company
Prnewswire· 2025-05-12 20:36
HONOLULU, May 12, 2025 /PRNewswire/ -- Barnwell Industries, Inc. (NYSE American: BRN) ("Barnwell" or the "Company") today urged shareholders to follow the recommendation by leading proxy advisory firm Institutional Shareholder Services Inc. ("ISS") in its May 7, 2025, report in which it recommended just one candidate, Heather Isidoro, from the slate put forward by Ned Sherwood and his affiliates (the "Sherwood Group").In its report, ISS stated1: Barnwell Industries, Inc. As such, votes on the dissiden ...
Barnwell Industries Claims Open to Resolution - All Talk, No Action
Newsfile· 2025-05-01 16:01
Core Viewpoint - The Sherwood Group, a significant shareholder of Barnwell Industries, is expressing dissatisfaction with the current management's performance and is advocating for a change in leadership to improve operational efficiency and shareholder returns [1][4][5]. Group 1: Shareholder Concerns - The Sherwood Group holds approximately 29.90% of Barnwell's shares and has made multiple attempts to collaborate with management over the past four years, but has seen no meaningful progress [1]. - The Barnwell Board has reportedly spent over $6 million, which is about 50% of the company's market capitalization, on legal fees and other actions perceived as shareholder unfriendly [2]. - There has been a consistent lack of execution and accountability from the management team, leading to inadequate shareholder returns [4]. Group 2: Call for Action - The Sherwood Group believes that the time for negotiation has passed and is now seeking to initiate a consent solicitation to change the board of directors [5]. - The group emphasizes that their goal is not to take control but to enhance operations and drive value for all investors by appointing a board with independent directors who possess relevant expertise [6]. - Shareholders are urged to approve the BLUE consent card to facilitate the turnaround efforts for Barnwell [7].
Barnwell Industries Reiterates Willingness to Amicably Resolve Proxy Contest with Ned Sherwood
Prnewswire· 2025-04-30 16:45
Focused on Moving Forward without Further Distraction to Drive Value for ALL ShareholdersHONOLULU, April 30, 2025 /PRNewswire/ -- Barnwell Industries, Inc. (NYSE American: BRN) ("Barnwell" or the "Company") today issued the following statement in response to recent developments in the proxy contest initiated by Ned Sherwood and his affiliated entities. Barnwell Industries, Inc. Barnwell is pleased that Glass Lewis & Co., a leading independent proxy advisory firm, has declared the removal of all three o ...
Leading Proxy Advisory Firm Glass Lewis Soundly Rejects Sherwood Group's Attempt to Seize Control of Barnwell
Prnewswire· 2025-04-29 15:37
Glass Lewis Opposes Removal of Barnwell Board Members Ken Grossman, Josh Horowitz and Alex Kinzler Barnwell Shareholders Should Ignore and Discard Any Blue Consent Solicitation CardShareholders Who Sent a Blue Consent Solicitation Card Can Revoke Their Vote by Sending the Company's White Card HONOLULU, Hawaii, April 29, 2025 /PRNewswire/ -- Barnwell Industries, Inc. ("Barnwell" or the "Company") (NYSE American: BRN) today announced that Glass Lewis, a leading independent proxy advisory firm, has resoundingl ...
Barnwell Industries Corrects Ned Sherwood's Misleading Claims
Newsfilter· 2025-03-19 20:15
Alex Kinzler does NOT support Sherwood's Consent Solicitation Consent Submitted by Alex Kinzler for One Share Required to Commence Consent Solicitation Urges Shareholders to Ignore and Discard any Blue Consent Solicitation Card HONOLULU, March 19, 2025 (GLOBE NEWSWIRE) -- Barnwell Industries, Inc. (NYSE:BRN) ("Barnwell" or the "Company") today corrected the record regarding Ned Sherwood's highly misleading statements made in connection with his attempt to take over Barnwell without paying a premium to share ...
Barnwell Industries Corrects Ned Sherwood's Misleading Claims
GlobeNewswire News Room· 2025-03-19 20:15
Core Viewpoint - Alex Kinzler does not support Ned Sherwood's consent solicitation aimed at taking over Barnwell Industries without offering a premium to shareholders [1][3][4] Group 1: Company Position - Barnwell Industries, Inc. is actively defending against Sherwood's consent solicitation, which seeks to replace the entire Board of Directors [2][3] - Kinzler submitted a consent for one share to initiate the 60-day solicitation period, clarifying that this does not indicate support for Sherwood [3] - The current Board of Barnwell does not endorse Sherwood's actions, emphasizing that shareholders should disregard any blue consent cards sent by Sherwood [4] Group 2: Shareholder Communication - Shareholders are warned to ignore any communications from Sherwood, as his takeover attempt is described as costly and disruptive without offering any premium [4] - The company urges shareholders to discard any blue consent cards they may receive from Sherwood [4]
Ned L. Sherwood, MRMP-Managers LLC and Ned L. Sherwood Revocable Trust (collectively, the "Sherwood Group") Urges All Barnwell Industries, Inc. ("Barnwell" or "BRN") Shareholders to Consent on the Blue Card as Consent Window Opens
Newsfile· 2025-03-19 12:00
Group 1 - The Sherwood Group, holding approximately 29.90% of Barnwell Industries, Inc. shares, has initiated a consent solicitation process with the receipt of the first consent [1] - Barnwell shareholders will soon receive consent statements and Blue Consent Cards, urging them to consent to all three proposals [2] - The consent solicitation aims to address accountability and transparency issues within Barnwell, encouraging shareholders to participate actively [3] Group 2 - The Sherwood Group and associated participants have filed a definitive consent statement with the SEC, which contains important information for Barnwell shareholders [4] - The definitive consent statement and accompanying Blue Consent Card will be available for shareholders at no charge on the SEC's website and through the consent solicitor, Alliance Advisors [5]
Barnwell Industries, Inc. Announces Sale of its Water Drilling Subsidiary for $1,050,000
Newsfilter· 2025-03-17 10:00
Core Viewpoint - Barnwell Industries, Inc. has sold its subsidiary Water Resources International, Inc. for $1,050,000, aiming to streamline operations and reinvest in its oil and gas business [1][2][3]. Group 1: Transaction Details - The sale of Water Resources, a specialist in groundwater resource exploration and development, generated proceeds of $1,050,000 [1]. - The divested business had revenues of approximately $3,162,000 for the trailing twelve months ending December 31, 2024 [1]. Group 2: Strategic Rationale - This transaction is part of Barnwell's strategy to simplify its corporate structure and reduce general and administrative expenses [2]. - The sale allows the company to focus on higher return opportunities in its oil and natural gas business [3]. Group 3: Financial Impact - The proceeds from the sale, combined with anticipated savings from streamlining operations, are expected to improve Barnwell's financial position and balance sheet, which currently has no bank debt [3]. Group 4: Management Commentary - The CEO of Barnwell emphasized that the sale was a significant strategic objective that required considerable effort and collaboration from the management team [4].
Barnwell Industries, Inc. Announces Sale of its Water Drilling Subsidiary for $1,050,000
GlobeNewswire· 2025-03-17 10:00
Core Viewpoint - Barnwell Industries, Inc. has announced the sale of its subsidiary Water Resources International, Inc. for $1,050,000, aiming to streamline operations and focus on its oil and natural gas business [1][2]. Group 1: Transaction Details - The sale proceeds will be utilized for general corporate purposes, particularly reinvestment in the oil and gas operations [1]. - Water Resources generated approximately $3,162,000 in revenue for the trailing twelve months ending December 31, 2024 [1]. Group 2: Strategic Rationale - This transaction is part of Barnwell's strategy to simplify its corporate structure and reduce general and administrative expenses [2]. - The sale will enable the company to decrease public company costs and transition personnel to other locations, thereby reducing its legacy footprint in Hawaii [2]. Group 3: Financial Implications - The divestiture simplifies Barnwell's equity story, allowing investors to focus on opportunities in the oil and natural gas sector [3]. - The combination of sale proceeds and anticipated savings is expected to enhance Barnwell's financial position, which currently has no bank debt [3]. Group 4: Management Commentary - The CEO of Barnwell emphasized that the sale was a significant strategic objective that required considerable effort to achieve, aiming to streamline operations and focus on higher return opportunities [4].