Barnwell Announces Second Adjournment of 2025 Annual Meeting Due to Ned Sherwood's Refusal to Submit Votes Solicited from Shareholders
- Shareholders who previously voted on green proxy cards can still change their votes to WHITE proxy cards to contribute to quorum
- Company is actively working to resolve the proxy voting situation and maintain proper corporate governance
- Inability to achieve meeting quorum due to Sherwood Group's refusal to submit collected votes
- Board disruption with immediate resignation of director Heather Isidoro
- Ongoing proxy contest creating uncertainty and additional expenses for the company
- Potential securities law violations by the Sherwood Group indicated in the release
Insights
Barnwell's meeting adjourned again as Sherwood withholds shareholder votes; director from Sherwood's group resigns amid governance dispute.
Barnwell Industries is facing significant governance challenges as its 2025 Annual Meeting has been adjourned for a second time due to Ned Sherwood's deliberate refusal to submit proxies he solicited from shareholders. This represents an unusual tactic in proxy contests where one party effectively prevents a quorum by withholding votes they've collected. The company claims Sherwood is holding shareholder votes "hostage" - including votes that may have supported Barnwell's candidates on Sherwood's universal green proxy card.
This governance dispute has now escalated with the unexpected resignation of Heather Isidoro, who was previously elected to the Board through the Sherwood Group's consent solicitation. Her immediate departure on May 30 suggests deepening fractures within the contested board structure.
The ongoing proxy battle creates material uncertainty for Barnwell's corporate governance and strategic direction. The repeated meeting adjournments and inability to establish a quorum demonstrate how a significant shareholder can effectively paralyze normal corporate functions. The company now faces continued administrative expenses from extending the Annual Meeting process, with the next attempt scheduled for June 17.
The admission by Sherwood that he won't vote the green proxy cards obtained from shareholders appears connected to what Barnwell describes as "violations of federal securities laws due to inadequate disclosures of his intent" - suggesting potential regulatory complications to this governance dispute.
This is the second adjournment necessitated by the deliberate refusal of Ned Sherwood and his affiliates (collectively, the "Sherwood Group") to vote the proxies they actively solicited from Barnwell shareholders. Mr. Sherwood, in an effort to cure violations of federal securities laws due to inadequate disclosures of his intent, has now admitted in his May 30, 2025, press release that he will not vote the green proxy cards obtained from shareholders.
By refusing to turn in the green proxy cards, Mr. Sherwood is holding hostage the votes of shareholders, including those shareholders who voted for the Company's candidates on the Sherwood Group's universal green proxy card. Accordingly, the Annual Meeting has again been adjourned to seek a quorum and prevent the continued expense of a long-term extension of the Annual Meeting process.
Shareholders should be reminded that:
- It is not too late to vote and only the latest card voted counts
- Shareholders should vote on the WHITE proxy card for ALL of the Barnwell nominees
- Shareholders who voted on the Sherwood Group's green proxy card can change their vote and contribute to the quorum by voting on the WHITE proxy card
The Company separately announced today that Heather Isidoro, who was elected to the Board as part of the Sherwood Group's consent solicitation, informed the Board on Friday, May 30, 2025, that she was resigning as a director, effective immediately. Barnwell will make appropriate disclosures with the SEC in connection with the resignation on a Current Report on Form 8-K in due course.
The adjourned 2025 Annual Meeting will take place on Tuesday, June 17, 2025, at 9:00 a.m. HST at Suite 210, Alakea Corporate Tower, 1100 Alakea Street,
If you have any questions or need assistance voting the WHITE |
Okapi Partners at (877) 869-0171 or by email at |
Forward-Looking Statements
Certain information contained in this press release contains "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current beliefs and expectations of our board and management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, include various estimates, forecasts, projections of Barnwell's future performance and statements of Barnwell's plans and objectives. Forward-looking statements include phrases such as "expects," "anticipates," "intends," "plans," "believes," "predicts," "estimates," "assumes," "projects," "may," "will," "will be," "should," or similar expressions. Although Barnwell believes that its current expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved. Any or all of the forward-looking statements may turn out to be incorrect or be affected by inaccurate assumptions Barnwell might make or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including our ability to defend against any potential claims by the Sherwood Group, our ability to execute on our strategy and business plan and the other risks forth in the "Forward-Looking Statements," "Risk Factors" and other sections of 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 Barnwell's other filings with the Securities and Exchange Commission. Investors should not place undue reliance on the forward-looking statements contained in this press release, as they speak only as of the date of this press release, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.
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SOURCE Barnwell Industries, Inc.
FAQ
Why was Barnwell's (BRN) 2025 Annual Meeting adjourned for the second time?
When is Barnwell's (BRN) rescheduled 2025 Annual Meeting?
What happened with Heather Isidoro's position on Barnwell's board?
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What are the implications of Ned Sherwood's refusal to submit proxy votes for Barnwell?
