Barnwell Industries Challenges Shareholder Director Nominations Amid Board Dispute

Honolulu, Feb. 25, 2025 – Barnwell Industries, Inc. (NYSE American: BRN) has announced that it considers a recent nomination notice submitted by shareholder Ned Sherwood to be “defective and insufficient,” according to a press release filed today as an exhibit to the company’s Form 8-K. The announcement comes amid a dispute over Sherwood’s slate of five director nominees, which the company alleges falls short of the material information required by Barnwell’s bylaws and federal securities regulations.

According to the press release, Sherwood’s nomination notice, which includes candidates that are largely friends, affiliates, and prior director appointees, does not meet the statutory and bylaw requirements. In response, Barnwell’s Board of Directors has formed an Executive Committee – comprised of independent Vice Chairman Kenneth Grossman, independent director Joshua Horowitz, and Executive Chairman Alexander Kinzler – to safeguard the interests of shareholders and to review the issues raised by Sherwood’s submission.

The Company expressed concern over inherent conflicts of interest among the nominees, noting that one of the candidates is a current director and that several nominees have limited or no public company board experience. In particular, the press release highlighted the case of Ben Pierson, a nominee who has been serving as the Chief Investment Officer for Sherwood’s family office while holding personal investments in Barnwell’s shares. The press release also detailed prior conduct involving nominee Doug Woodrum, who has been associated with past proxy contests and previous settlement arrangements with the company.

Additionally, Barnwell’s Executive Committee indicated that Sherwood’s actions appear to be part of a broader effort to assert control over the company without offering a credible business plan or paying a control premium. The press release cites a series of internal conflicts, including prior allegations of interfering with management decisions and breaches of settlement agreements, as examples of a long history of disruptive behavior by Sherwood and his associates.

The press release also noted that Barnwell is currently undergoing a strategic transition. The Board is realigning certain operations, including its water well drilling activities, while focusing on remaining oil and gas assets in Alberta that are expected to drive future growth. Company executives emphasized that despite the ongoing controversy, Barnwell remains committed to an orderly governance process and will continue to review any candidates emerging from the nomination process through its established protocols.

Barnwell Industries cautioned shareholders to await further details via its upcoming proxy materials related to the 2025 annual meeting, in which more comprehensive information will be made available regarding the board changes and related actions. Forward-looking statements in the release highlighted the risks and uncertainties inherent in the evolving situation, noting that actual outcomes could differ materially from current expectations.

This latest development underscores the ongoing challenges within Barnwell Industries’ board dynamics and governance processes as the company navigates shareholder disputes and internal realignment initiatives.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Barnwell Industries’s 8K filing here.

Barnwell Industries Company Profile

Barnwell Industries, Inc acquires, develops, produces, and sells oil and natural gas in Canada. The company operates through three segments: Oil and Natural Gas, Land Investment, and Contract Drilling. It also acquires and develops crude oil and natural gas assets in the province of Alberta, as well as invests in land interests in Hawaii.