Barnwell Industries Urges Shareholders to Vote in Accordance with ISS Recommendation and Reject Ned Sherwood's Attempt to Take Over the Company
Rhea-AI Summary
Barnwell Industries (NYSE: BRN) is urging shareholders to follow the recommendations of proxy advisory firm ISS regarding the ongoing proxy battle with the Sherwood Group. ISS recommended supporting only one candidate, Heather Isidoro, from Ned Sherwood's proposed slate, while rejecting the other nominees. The advisory firm also recommended the removal of Alex Kinzler from Barnwell's Board.
While Barnwell expressed disappointment regarding Kinzler's recommended removal, they view the election of Isidoro and Kinzler's removal as a reasonable outcome. The company emphasized that both ISS and Glass Lewis rejected Sherwood Group's attempt to replace the entire Board, noting that the Sherwood Group lacks a credible plan for the company.
Positive
- ISS and Glass Lewis rejected Sherwood Group's attempt for complete board control
- Limited board changes recommended (only one new director) maintains stability
Negative
- Recommended removal of board member Alex Kinzler indicates governance concerns
- Ongoing proxy battle creates uncertainty for company direction
News Market Reaction 1 Alert
On the day this news was published, BRN declined 1.89%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
In its report, ISS stated1:
As such, votes on the dissident card for the removal of [Alex] Kinzler, and against the removal of Kenneth Grossman, Joshua Horowitz, and Douglas Woodrum are warranted; as is support for dissident nominee Isidoro, and votes against dissident nominees James Cornell, Stuart Oran, Sherwood, and Gregory Sullivan.
Barnwell issued the following statement:
The Company is disappointed that ISS recommended the removal of Mr. Kinzler from Barnwell's Board, however, we believe the election of Ms. Isidoro and removal of Mr. Kinzler is a reasonable outcome. Such an outcome is also consistent with the opinion of proxy advisory firms ISS and Glass Lewis that replacing the entire Barnwell Board with an entirely new slate – and no plan for the Company – would be imprudent, and we believe, value destructive.
We are pleased that, by rejecting the Sherwood Group's attempt to replace the Barnwell Board of Directors, ISS recognizes the Sherwood Group has no credible plan for the Company. A key criteria for ISS in making recommendations when a shareholder is seeking control is whether that shareholder has a plan – and the Sherwood Group decidedly does not.
Barnwell strongly urges shareholders to protect the value of their investment by voting the WHITE consent revocation card today and rejecting the Sherwood Group's agenda.
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
1 Permission to use quotations neither sought nor obtained.
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 ISS recommend for Barnwell Industries (BRN) shareholders in May 2025?
Who is attempting to take over Barnwell Industries (BRN)?
Why did ISS reject the Sherwood Group's full slate of directors for BRN?
How can BRN shareholders vote regarding the Sherwood Group's proposals?
