Barnwell Industries Reiterates Willingness to Amicably Resolve Proxy Contest with Ned Sherwood

Rhea-AI Summary

Barnwell Industries has responded to the ongoing proxy contest initiated by Ned Sherwood and his affiliated entities. The company received support from Glass Lewis & Co., a leading independent proxy advisory firm, which deemed the removal of three incumbent directors - Alexander C. Kinzler, Kenneth S. Grossman, and Joshua S. Horowitz - unwarranted.

Despite their strong position and growing support, Barnwell's Board remains open to constructive discussions with Sherwood to resolve the proxy contest amicably. The company emphasizes its commitment to avoiding unnecessary costs and prolonged conflicts through potential private settlement of differences.

The Board maintains its focus on executing a clear strategy to drive shareholder value while improving performance. They have expressed willingness to engage in good-faith discussions with Sherwood, though noting that his continued unwillingness to pursue reasonable dialogue would be telling.

Positive

• Glass Lewis & Co. recommends against removal of incumbent directors, validating current Board's strategy
• Company demonstrates willingness to engage in constructive dialogue to resolve proxy contest
• Board reports improving performance and execution of value-driving strategy

Negative

• Ongoing proxy contest with major shareholder Ned Sherwood creating corporate governance uncertainty
• Company facing potential leadership disruption due to control dispute
• Resources being diverted to handle proxy contest instead of core business operations

Focused on Moving Forward without Further Distraction to
Drive Value for ALL Shareholders

HONOLULU, 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 is pleased that Glass Lewis & Co., a leading independent proxy advisory firm, has declared the removal of all three of the Company's highly qualified incumbent director nominees — Alexander C. Kinzler, Kenneth S. Grossman, and Joshua S. Horowitz — to be unwarranted. The recommendation was made in connection with the ongoing Consent Solicitation by the Sherwood Group to seize control of the Company, and follows a thorough review of both sides' materials that validates the current Board's track record, strategic direction, and commitment to shareholder value.

Notwithstanding the strength of the Company's position and the growing support it has received, Barnwell believes it is still in the best interest of all stockholders to avoid prolonged conflict and unnecessary cost. To that end, the Board reiterates its openness to engage in constructive, good-faith discussions with Mr. Sherwood at any time — including now — to seek a path toward amicable resolution. We believe responsible stewardship includes making every effort to avoid wasteful disputes when there may be an opportunity to settle differences privately and productively.

Barnwell is executing on a clear strategy to drive value, improving performance and upholding the trust of its long-term stockholders. Should Mr. Sherwood remain unwilling to pursue a mutually respectful and reasonable dialogue, that decision will speak for itself.

About Barnwell Industries, Inc.
Barnwell Industries, Inc. and its subsidiaries are principally engaged in oil and natural gas exploration and development.

If you have any questions or to revoke a previous submitted consent, please contact our proxy solicitor:

Okapi Partners at (877) 869-0171 or by email at info@okapipartners.com 

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, statements of Barnwell's plans and objectives, our expectations regarding the effect of the Sherwood Group's Consent Solicitation and our ability to successfully solicit revocations of consents from our stockholders to reject the Sherwood Group's proposals. 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 risks related to the actions of the Sherwood Group, our ability to successfully solicit revocations of consents from our stockholders to reject the Sherwood Group's proposals, 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 for the fiscal year ended September 30, 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

What did Glass Lewis recommend for Barnwell (BRN) in the 2025 proxy contest?

Glass Lewis recommended against removing Barnwell's three incumbent directors (Kinzler, Grossman, and Horowitz), stating their removal was unwarranted in the proxy contest initiated by Ned Sherwood.

How is Barnwell (BRN) responding to Ned Sherwood's proxy contest in 2025?

Barnwell is maintaining openness to constructive discussions with Ned Sherwood to reach an amicable resolution, while continuing to execute their value-driving strategy and avoiding unnecessary conflicts.

What is the current status of Barnwell's (BRN) proxy battle with Ned Sherwood?

The proxy battle is ongoing, with Barnwell receiving support from Glass Lewis against Sherwood Group's attempt to gain control, while the company remains open to constructive dialogue to resolve the dispute.

Why is Ned Sherwood attempting to remove Barnwell's (BRN) board members?

The press release indicates Sherwood Group is attempting to seize control of the company through a Consent Solicitation, though specific reasons for the removal attempt are not detailed in the release.

What actions is Barnwell (BRN) taking to protect shareholder value during the 2025 proxy contest?

Barnwell is executing a clear strategy to drive value, improving performance, maintaining long-term stockholder trust, and seeking to avoid costly disputes through potential private settlement with Sherwood.