Barnwell Shareholders Adjourn 2025 Annual Meeting Due to Ned Sherwood's Refusal to Submit Votes Solicited from Shareholders
- Company is taking proactive legal steps to protect shareholder voting rights
- Management demonstrates commitment to corporate governance by addressing the proxy voting issue
- Failure to reach quorum at Annual Meeting for first time in 70-year history
- Company incurring significant unnecessary expenses due to proxy battle
- Potential violations of federal securities laws by major shareholder
- Corporate governance disruption due to proxy voting issues
Insights
Barnwell's annual meeting adjourned after major investor Sherwood withheld proxy votes, potentially violating securities laws and disrupting corporate governance.
This announcement reveals a significant corporate governance dispute at Barnwell Industries. For the first time in its 70-year history, the company failed to reach a quorum at its Annual Meeting because Ned Sherwood and his affiliates refused to submit proxies they had solicited from shareholders. This is particularly concerning as it directly contradicts Sherwood's own public statements about respecting shareholder will.
The situation has several troubling governance implications. First, the deliberate withholding of solicited votes effectively disenfranchised shareholders who had entrusted their voting rights to Sherwood. Second, the company believes this conduct may violate federal securities laws, specifically anti-fraud provisions that prohibit misleading statements during proxy solicitations. Third, this has forced unnecessary expenses on the company and disrupted normal corporate proceedings.
The adjournment to June 2, 2025, provides a short window to resolve this situation, but the company's statement about consulting with legal counsel suggests potential litigation or regulatory complaints may follow. This type of activist shareholder conflict can create significant uncertainty for all stakeholders. The company's unprecedented failure to achieve quorum indicates the Sherwood Group likely controls or influences a substantial voting bloc, meaning this governance dispute could have material implications for Barnwell's strategic direction, management stability, and operational focus in the near term.
The adjournment was necessitated by the deliberate refusal of Ned Sherwood and his affiliates (collectively, the "Sherwood Group") to vote the proxies they actively and aggressively solicited from Barnwell shareholders. Mr. Sherwood's actions directly contradict his own public statement issued just last week, in which he asserted: "We respect and support the will of the shareholders…we will continue our solicitation on the GREEN card." In reality, Sherwood's failure to submit the solicited votes deliberately disenfranchised shareholders and needlessly obstructed the election of directors.
Contrary to Mr. Sherwood's claim that he is acting in the best interests of all shareholders, his conduct has forced the Company to incur significant and unnecessary expense. Sherwood's failure to deliver the proxies he solicited – conduct the Company believes may constitute violations of federal securities laws, including the anti-fraud provisions of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, which prohibit false or misleading statements in connection with the solicitation of proxies – prevented the Company from reaching a quorum at the Annual Meeting for the first time in its 70-year history.
Barnwell is actively consulting with legal and regulatory counsel and intends to pursue all appropriate remedies to ensure shareholders have a fair and transparent opportunity to vote at the reconvened meeting. The adjourned 2025 Annual Meeting will take place on Monday, June 2, 2025, at 9:00 a.m. HST at Suite 210, Alakea Corporate Tower, 1100 Alakea Street,
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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
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