Barnwell Industries (BRN) Stock News, May-Sep 2025

Barnwell Industries (NYSE American: BRN) announced the adjournment of its 2025 Annual Meeting of Stockholders to September 19, 2025. In response to ongoing quorum challenges, the Board has amended its Bylaws to reduce the quorum requirement from a majority to 33.33% of outstanding shares for this specific meeting.

The Board claims that Mr. Sherwood has deliberately prevented quorum achievement, leading to multiple meeting adjournments, increased costs, and management distraction. Despite multiple settlement offers including board representation proportional to the Sherwood Group's ownership, negotiations have been unsuccessful as Mr. Sherwood reportedly seeks board control.

The Board strongly recommends stockholders use the WHITE proxy card to vote "FOR" their four nominees: Kenneth S. Grossman, Craig D. Hopkins, Joshua S. Horowitz, and Philip J. McPherson. The record date remains July 21, 2025.

Barnwell Industries (NYSE American:BRN) reported challenging Q3 2025 financial results, with revenue from continuing operations declining to $3.19 million from $4.51 million in Q3 2024. The company posted a wider net loss of $1.55 million ($0.15 per share) compared to a loss of $1.02 million ($0.10 per share) in the prior year period.

The company announced the sale of all U.S. oil and natural gas assets for $2.3 million, expecting to incur a $700,000 loss on the sale. Additionally, BRN faced increased general and administrative expenses of 43% ($565,000) due to shareholder disputes and proxy contest costs. Management expressed concerns about the company's ability to continue as a going concern, citing uncertainty about professional fees and operating cash flows.

Barnwell Industries (NYSE American: BRN) has filed a revised definitive proxy statement with the SEC for its rescheduled 2025 Annual Meeting of Stockholders. The meeting will now take place on September 10, 2025, at 9:00 a.m. HST in Honolulu, Hawaii, with a record date of July 21, 2025.

The Board strongly recommends stockholders use the WHITE proxy card to vote "FOR" their four nominees: Kenneth S. Grossman, Craig D. Hopkins, Joshua S. Horowitz, and Philip J. McPherson. The company urges shareholders to discard any green proxy card sent by the Sherwood Group. The proxy materials are available online, and stockholders will receive a Notice of Internet Availability of Proxy Materials around July 25, 2025.

Barnwell Industries (NYSE: BRN) announced the third adjournment of its 2025 Annual Meeting of Shareholders to September 3, 2025, due to Ned Sherwood's refusal to submit proxies solicited from shareholders. The meeting's delay is caused by the Sherwood Group's failure to turn in green proxy cards, effectively holding shareholder votes hostage. The new record date is set for July 21, 2025. The company urges shareholders to vote on the WHITE proxy card FOR Kenneth S. Grossman, Joshua S. Horowitz, Craig D. Hopkins, and Philip J. McPherson. Kenneth Grossman, Vice Chairman, expressed optimism about the company's future but noted that Sherwood's obstructionist actions are limiting Barnwell's value potential. The meeting remains uncontested, and the adjournment will not reopen the nomination window for director elections.

Barnwell Industries (NYSE: BRN) announced the second adjournment of its 2025 Annual Meeting of Shareholders to June 17, 2025, due to Ned Sherwood and his affiliates refusing to submit shareholder votes collected through their green proxy cards. Sherwood admitted in a May 30 press release that he won't vote the green proxy cards, effectively holding shareholder votes hostage. Additionally, Heather Isidoro, who joined the Board through Sherwood Group's consent solicitation, resigned effective immediately on May 30. The company urges shareholders to vote using the WHITE proxy card for all Barnwell nominees, emphasizing that previous green card voters can change their votes to contribute to reaching a quorum. The adjourned meeting will be held at 9:00 a.m. HST in Honolulu, Hawaii.

Barnwell Industries (NYSE: BRN) announced the adjournment of its 2025 Annual Meeting of Shareholders from May 29 to June 2, 2025, due to Ned Sherwood and his affiliates' refusal to submit proxies they had solicited from shareholders. This action prevented the company from reaching a quorum for the first time in its 70-year history. The company believes Sherwood's conduct may violate federal securities laws, including anti-fraud provisions of the Securities Exchange Act of 1934, particularly given his recent public statement supporting shareholder will. Barnwell is consulting with legal counsel and plans to pursue remedies to ensure fair voting at the reconvened meeting, which will be held at 9:00 a.m. HST at the Alakea Corporate Tower in Honolulu.

The Delaware Court of Chancery has ruled in favor of Barnwell Industries (NYSE American: BRN) and its Board of Directors, determining that the director nomination notice submitted by the Sherwood Group was deficient and failed to comply with company bylaws. As a result, the Sherwood Group's nominees will be disqualified from the upcoming 2025 Annual Meeting on May 29, 2025, which will proceed as an uncontested election. Additionally, Alexander C. Kinzler, who holds a 9.8% stake in the company, has voluntarily decided not to stand for election at the meeting following the recent consent solicitation by the Sherwood Group. The Board welcomed Heather Isidoro as a new director, anticipating benefits from her industry expertise and fresh perspectives.

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.

Barnwell Industries (NYSE American: BRN) reported financial results for Q2 2025, showing a net loss from continuing operations of $1,538,000 ($0.15 per share) on revenue of $3,569,000. This represents a decline from Q2 2024's revenue of $4,678,000 and net loss of $1,306,000. The increased losses were primarily due to $978,000 in expenses related to an ongoing shareholder consent solicitation and proxy contest. The company completed the sale of its water drilling subsidiary for $1,050,000, recording a $193,000 loss. Production decreased across all segments: oil (-14%), natural gas (-24%), and natural gas liquids (-13%). Due to proxy contest costs and tariff impacts on oil prices, the company expressed substantial doubt about its ability to continue as a going concern. Management is exploring funding options, including debt financing and asset sales. The quarter ended with a working capital deficit of $57,000 and cash position of $1,432,000.