Barnwell Industries Remains Committed to Sound Corporate Governance

Rhea-AI Summary

Barnwell Industries (NYSE: BRN) reaffirmed its commitment to sound corporate governance amid an ongoing proxy battle with the Sherwood Group. The company welcomed Heather Isidoro to its Board following a shareholder consent process, while noting that proxy advisor Glass Lewis rejected the Sherwood Group's attempt to take control of Barnwell for the second time in three weeks. Glass Lewis is recommending shareholders vote FOR Ken Grossman, Craig Hopkins, Joshua Horowitz and Philip McPherson, only supporting Isidoro from Sherwood's slate.

The Board highlighted its recent achievements, including profitable Hawaii land sales and reduced SG&A expenses. Notably, Barnwell had offered Ned Sherwood the Chairmanship position, which he declined. The company is currently awaiting a Delaware Court of Chancery decision regarding the validity of Sherwood Group's nomination notice for the 2025 annual meeting.

Positive

• Glass Lewis and ISS both rejected Sherwood Group's control attempt
• Successfully executed profitable land sales in Hawaii
• Reduced non-proxy contest related SG&A expenses
• Added new board member Heather Isidoro with energy sector experience

Negative

• Ongoing proxy battle and legal disputes causing corporate disruption
• Pending Delaware Court decision on nomination validity creates uncertainty
• Management resources being diverted to handle proxy contest

Insights

Corporate Governance Expert

Barnwell is facing an ongoing proxy battle with activist investor Sherwood Group, with one Sherwood nominee gaining board seat.

This press release reveals a significant corporate governance conflict between Barnwell Industries and activist investor Ned Sherwood's group. The situation has escalated to a public proxy battle with material developments that deserve close scrutiny. First, despite resistance from Barnwell's board, shareholder Heather Isidoro (associated with the Sherwood Group) has secured a board seat through a consent solicitation process - indicating some shareholder discontent with current leadership. Notably, both major proxy advisory firms (ISS and Glass Lewis) have rejected the Sherwood Group's full slate, suggesting the activist's complete control attempt lacks sufficient justification.

What's particularly telling is Barnwell's claim that they offered Sherwood the Chairmanship position - an extraordinary concession in activist situations - which he reportedly declined. This unusual rejection raises questions about Sherwood's true objectives. The conflict has already reached the Delaware Court of Chancery regarding the validity of Sherwood's nomination notice, adding legal complexity and potential shareholder uncertainty.

The governance dynamics here reveal classic tensions between incumbent boards claiming to pursue long-term strategy (Barnwell cites its focus on Alberta energy assets) versus activist investors alleging entrenchment. The lack of a clear alternative strategic plan from Sherwood weakens his position from a governance perspective. This situation exemplifies how proxy contests create significant transaction costs and potential operational disruption that can destroy shareholder value regardless of outcome. Barnwell appears to be maintaining basic governance protocols while making some concessions, but the continued escalation suggests both sides remain far from resolution.

Investment Strategist

Corporate control contest creates short-term uncertainty but signals potential for strategic shifts and governance improvements.

This proxy battle represents a pivotal moment for Barnwell's strategic direction and shareholder value. The market typically views activist campaigns with cautious optimism - they often catalyze positive change but can create disruptive uncertainty. What's noteworthy is the partial success of the Sherwood Group in getting one board nominee (Heather Isidoro) elected despite opposition from proxy advisory firms, indicating some shareholders support change while stopping short of endorsing complete board control.

Looking at Barnwell's recent business activities, the company has executed on land sales in Hawaii and mentions a recent sale of WRI (presumably an asset), suggesting the current board is taking some steps toward portfolio optimization. The press release notably lacks specific financial performance metrics or share price discussion, instead focusing on governance process - a characteristic defensive posture in contested situations.

What's most revealing is the apparent strategic divide: the current board emphasizes disciplined management of energy assets through market cycles, while implying Sherwood lacks a substantive alternative vision. This fundamental tension typically resolves in one of three ways: incumbent victory maintaining current strategy, partial board refreshment leading to strategic adjustments, or complete leadership change with significant strategic redirection. With a Delaware Chancery Court decision pending on nomination validity and one Sherwood nominee already securing a board seat, we're seeing a hybrid outcome emerging. This partial board refreshment could actually benefit shareholders by introducing fresh perspectives while maintaining operational continuity - often the most value-creating scenario in proxy contests compared to either extreme outcome.

Announces Glass Lewis - For the Second Time in Three Weeks - Rejected Yet Another Attempt by the Sherwood Group to Take Control of Barnwell

Sets the Record Straight in Response to the Sherwood Group's Misleading Claims

Company Welcomes Heather Isidoro to the Board

HONOLULU, May 16, 2025 /PRNewswire/ -- Barnwell Industries, Inc. (NYSE American: BRN) ("Barnwell" or the "Company") today reiterated its commitment to serving the best interests of all shareholders, upholding governance best practices and creating value through its ongoing strategic execution around its Alberta energy assets, in response to continued misleading and inflammatory communications from Ned Sherwood and certain of his affiliates (the "Sherwood Group").

Over the past several months, the Sherwood Group has attempted to rewrite the history of its engagement with Barnwell, distorting facts, denying clear public records, and ignoring the fundamentals of governance and fiduciary responsibility.

Barnwell's directors are experienced, shareholder-aligned, and committed to long-term value creation—not personal agendas. Shareholders deserve the truth.

Company Welcomes Ms. Isidoro to the Board
The Board of Directors of Barnwell Industries, Inc. acknowledges and respects the outcome of the shareholder consent process and is pleased to welcome Heather Isidoro as a newly elected member of the Board.

Ms. Isidoro brings a valuable perspective shaped by her leadership experience in the energy sector and her commitment to operational excellence. Her appointment reflects the voice of our shareholders, and the Board is committed to working collaboratively to advance the Company's strategy and long-term value creation.

Joshua Horowitz, Chairman of the Executive Committee, commented: "We welcome Ms. Isidoro to the Board and look forward to working constructively with her. We believe her insights and expertise will contribute meaningfully to our efforts to create lasting value for all Barnwell stakeholders."

Glass Lewis Again Rejects the Sherwood Group's Attempt to Take Control of Barnwell
In the Sherwood Group's consent solicitation, both leading proxy advisory firms Institutional Shareholder Services and Glass Lewis rejected the Sherwood Group's attempt to take control of the Company. In connection with the 2025 Annual Meeting, Glass Lewis is recommending shareholders vote FOR Ken Grossman, Craig Hopkins, Joshua Horowitz and Philip McPherson - and is only recommending Ms. Isidoro from the Sherwood Group's slate.

Governance, Not Entrenchment
Despite Mr. Sherwood's repeated claims of "entrenchment" the Board has acted with integrity and responsibility throughout this process. Barnwell entered into two separate Cooperation Agreements with Mr. Sherwood in the past where he agreed to Board composition and made multiple attempts to resolve differences constructively. Unfortunately, those efforts were met with pressure tactics, misrepresentations, and shifting demands.

Your Board Remains Focused on Shareholder Value
Under the Board's oversight, Barnwell has:

1. Executed profitable land sales in Hawaii
2. Maintained discipline through volatile energy cycles
3. Reduced non-proxy contest related SG&A expenses
4. Continued exploring strategic capital allocation and growth opportunities including the recently announced sale of WRI

Sherwood Has No Credible Plan
To be clear: Mr. Sherwood has no credible plan for Barnwell's future. He has offered no operating strategy, no vision, and no concrete roadmap for value creation. Instead, his campaign has been driven by personal grievance and a revolving door of nominee slates – many of whom lack relevant experience and independence.

Sherwood Rejected Meaningful Influence – Including the Chairmanship
In a gesture of good faith and cooperation, Barnwell formally offered Mr. Sherwood the Chairmanship of the Company—a level of influence few activists are ever offered. His rejection of this offer speaks volumes. Any serious shareholder advocate would have accepted the opportunity to lead and work collaboratively. Instead, Mr. Sherwood continues to pursue a campaign rooted in disruption rather than strategy.

The Sherwood Group Took Questionable Steps in Connection With its Consent Solicitation
The Sherwood Group has already failed in taking a vote directly to shareholders – a process that they manipulated by failing to submit a supplemental vote of approximately 7,000 shares, which could have been outcome determinative.

As previously announced, Barnwell is awaiting the Delaware Court of Chancery's decision on the pending lawsuit related to the validity of the Sherwood Group's nomination notice, which purported to nominate directors (consisting of a majority of individuals DIFFERENT from those nominees who appeared in the Sherwood Group's consent solicitation) to stand for election at Barnwell's upcoming 2025 annual meeting of shareholders. Barnwell earlier notified the Sherwood Group that the Company determined that the Sherwood Group's purported nomination notice failed to comply with applicable bylaws in numerous ways, and had decided to reject the Sherwood Group's nomination notice. The Company intends to supplement its proxy materials for the 2025 annual meeting of shareholders following receipt of the Court's decision.

As previously stated, Barnwell remains open to engaging in constructive, good-faith settlement discussions with the Sherwood Group in pursuit of a resolution that represents the best interests of the Company and all shareholders. The Company believes that these governance matters should be resolved collaboratively and thoughtfully, wherever possible, to avoid unnecessary distraction and preserve focus on long-term value creation by developing its Canadian energy assets.

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 outcome of the 2025 annual meeting of stockholders and our ability to successfully solicit proxies from our stockholders in connection with the 2025 annual meeting of stockholders. 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 proxies from stockholders in connection with the 2025 annual meeting of stockholders, 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.

CONTACT:	Investors:
	Bruce Goldfarb / Chuck Garske
	(212) 297-0720
	Email: info@okapipartners.com
	Kenneth S. Grossman
	Vice Chairman of the Board of Directors
	Email: kensgrossman@gmail.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/barnwell-industries-remains-committed-to-sound-corporate-governance-302458141.html

SOURCE Barnwell Industries, Inc.

FAQ

What is the current proxy battle between Barnwell Industries (BRN) and the Sherwood Group?

The Sherwood Group is attempting to gain control of Barnwell Industries, but both proxy advisory firms Glass Lewis and ISS have rejected their attempt. The company is awaiting a Delaware Court decision on the validity of Sherwood Group's director nominations for the 2025 annual meeting.

Who is Heather Isidoro and why was she added to Barnwell's board?

Heather Isidoro is a newly elected board member with leadership experience in the energy sector. She was added to Barnwell's board following a shareholder consent process and is the only Sherwood Group nominee recommended by Glass Lewis.

What are the recent achievements of Barnwell Industries (BRN)?

Barnwell has executed profitable land sales in Hawaii, maintained discipline through volatile energy cycles, reduced non-proxy contest related SG&A expenses, and explored strategic opportunities including the recently announced sale of WRI.

Why did Ned Sherwood reject the Chairman position at Barnwell Industries?

While Barnwell offered Ned Sherwood the Chairmanship as a gesture of good faith and cooperation, he rejected the offer. The company states this rejection demonstrates his focus on disruption rather than collaborative leadership.

Which directors is Glass Lewis recommending shareholders vote for at Barnwell's 2025 annual meeting?

Glass Lewis is recommending shareholders vote FOR Ken Grossman, Craig Hopkins, Joshua Horowitz, Philip McPherson, and Heather Isidoro (the only recommended nominee from Sherwood Group's slate).