Barnwell Industries Shareholders Reject Ned Sherwood's Attempt to Take Full Control of the Company
- Shareholders maintained independent oversight by keeping two existing directors
- Executive Chairman willing to step down to facilitate transition and potential settlement
- Company plans to relocate headquarters to Calgary, closer to its energy assets
- Management remains open to constructive settlement discussions
- Ongoing corporate governance dispute with major shareholder group
- Removal of two board members including Executive Chairman
- Pending legal uncertainty regarding director nominations
- Potential management instability during transition period
Insights
Shareholders blocked Sherwood's complete board takeover but removed CEO Kinzler, indicating significant governance changes ahead for Barnwell.
This consent solicitation outcome represents a partial victory for activist investor Ned Sherwood, who succeeded in removing CEO Alexander Kinzler and former Sherwood nominee Douglas Woodrum from Barnwell's board, while securing a seat for his nominee Heather Isidoro. However, shareholders rejected Sherwood's attempt to gain complete control, keeping independent directors Ken Grossman and Joshua Horowitz.
This result creates an unusual governance structure where Kinzler remains Executive Chairman and CFO despite being removed as director. His commitment to step down by December 31, 2025, if re-elected at the upcoming annual meeting signals a major leadership transition for Barnwell, including headquarters relocation from Honolulu to Calgary.
The press release reveals ongoing litigation in Delaware Court regarding the validity of Sherwood's nomination notice for the upcoming annual meeting. This legal uncertainty, combined with Kinzler's significant 9.5% ownership stake, creates a complex governance situation.
Most telling is Kinzler's offer to resign earlier to facilitate settlement with Sherwood, indicating the board recognizes the significant shareholder discontent. Barnwell's expressed openness to "constructive, good-faith settlement discussions" suggests the current board may be willing to make further concessions.
This contested situation creates uncertainty during a critical period when the company is focused on developing Canadian energy assets. The shareholder rejection of complete board turnover while supporting partial change indicates a desire for both fresh perspectives and continuity during this strategic transition period.
Announces Preliminary Results of Consent Solicitation
While preliminary results indicate that shareholders consented to remove directors Alexander Kinzler and former Sherwood Group nominee Douglas Woodrum, and to elect Sherwood Group nominee Heather Isidoro, the Sherwood Group failed to elect a majority of the Board. Importantly, Barnwell Directors Ken Grossman and Joshua Horowitz will continue to serve, ensuring continuity and independent oversight on behalf of all shareholders. Barnwell shareholders also consented to the Sherwood Group's separate proposal to repeal the previous amendment to the Company's bylaws, which went into effect on February 4, 2025.
As this outcome reflects, shareholders not only rejected Mr. Sherwood's attempt to seize control of the Company, but also supported the Sherwood Group's campaign to remove Douglas Woodrum — who received more consents for removal than any other director, and who notably is a director Mr. Sherwood himself previously backed during the 2020 proxy contest and again in the 2023 Cooperation Agreement. The result underscores the lack of consistency, credibility, and shareholder support behind Mr. Sherwood's campaign.
The Company is awaiting the
Alexander Kinzler, Executive Chairman of the Board, former CEO and approximately
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.
The results announced today are considered preliminary until actual results are tabulated and certified by the independent Inspector of Elections. Barnwell will report the results of the consent solicitation on a Form 8-K that will be filed with the Securities and Exchange Commission no later than Monday, May 19, 2025.
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.
View original content to download multimedia:https://www.prnewswire.com/news-releases/barnwell-industries-shareholders-reject-ned-sherwoods-attempt-to-take-full-control-of-the-company-302455846.html
SOURCE Barnwell Industries, Inc.
FAQ
What was the outcome of Barnwell Industries (BRN) consent solicitation in May 2025?
When will Alexander Kinzler step down from Barnwell Industries' board?
What are the key changes planned for Barnwell Industries (BRN) in 2025?
What legal issues is Barnwell Industries (BRN) currently facing?
How much of Barnwell Industries (BRN) does Alexander Kinzler own?
