[DFAN14A] Barnwell Industries, Inc. SEC Filing

Rhea-AI Filing Summary

Sherwood Group, holding approximately 29.9% of Barnwell Industries’ (BRN) shares, filed DFAN14A materials reiterating concerns over the Company’s governance and board composition. The 2025 Annual Meeting has been adjourned a third time, now set for September, leaving only two incumbent directors—Ken Grossman and Josh Horowitz—on a board that may fall short of NYSE independence requirements. Sherwood highlights that more than 45% of shares have already been cast for change via the Green proxy card and discloses preliminary vote counts showing independent support for Messrs. Grossman and Horowitz at just 2.44% and 4.8%, respectively, after excluding insider holdings. Sherwood’s latest settlement proposal seeks a refreshed five-member board retaining Horowitz, adding CEO Craig Hopkins, Green-card nominees Ben Pierson and Heather Isidoro, and former director Brad Tirpak; no seat was requested for Sherwood himself. The group reports that the proposal was ignored but states its willingness to engage further. Shareholders are reminded that votes remain revocable until the rescheduled meeting.

Positive

• Near-30% shareholder support indicates strong alignment among investors for potential board and strategic changes that could enhance value.
• Compromise proposal retains continuity while adding three independent directors, potentially meeting NYSE standards and improving oversight.

Negative

• Annual meeting adjourned for third time, extending uncertainty and potentially eroding investor confidence.
• Only two directors remain, raising compliance and governance concerns and highlighting board instability.
• Management’s failure to engage on settlement prolongs proxy conflict, diverting focus from operations.

Insights

Corporate Governance Expert

TL;DR: 30% holder escalates board refresh bid; meeting delay, thin board raise governance risk.

From a governance perspective, Barnwell’s two-director board and multiple meeting adjournments create material compliance and oversight concerns. Sherwood’s 29.9% stake provides significant leverage, and preliminary tallies showing >45% support for the dissident slate suggest genuine shareholder appetite for change. The proposed five-member compromise preserves continuity while adding three independents, potentially satisfying NYSE independence rules and reducing activism overhang. Management’s non-response signals continued standoff, prolonging uncertainty and possibly distracting management from operational execution. Investors should monitor whether the board engages, as failure could lead to a costly proxy fight and reputational damage.

Portfolio Manager

TL;DR: Activist pressure could unlock value, but current stalemate is a drag.

The filing is impactful because a near-30% shareholder is publicly pressing for governance reform, a precursor to strategic or capital allocation changes that often drive re-rating. However, the third postponement of the annual meeting and an understaffed board introduce execution and regulatory risk. While a refreshed board could catalyze operational improvements, the ongoing dispute may weigh on the share price through September. Risk-reward hinges on whether parties reach settlement quickly; stalemate equals continued uncertainty, settlement could be a positive catalyst.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant	☐
Filed by a party other than the Registrant	☒

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

BARNWELL INDUSTRIES, Inc.

(Exact name of registrant as specified in charter)

Ned L. Sherwood
MRMP-Managers LLC
Ned L. Sherwood Revocable Trust
Brian Henry
Heather Isidoro
Benjamin Pierson
Douglas Woodrum

 (Name of Persons Filing Consent Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11

FOR IMMEDIATE RELEASE

Sherwood Group Reiterates Concerns Regarding Barnwell Board Process and Urges Constructive Resolution

Vero Beach, Florida, June 20, 2025 – The Sherwood Group, a long-term shareholder with approximately 29.90% of the issued and outstanding shares of Barnwell Industries, Inc. (“Barnwell”, “BRN” or the “Company”), today issued the following letter to fellow shareholders.

To Our Fellow Shareholders,

We appreciate the continued support and engagement of shareholders during this important period for Barnwell Industries. Like many of you, we share the goal of seeing Barnwell positioned for long-term growth, responsible governance, and enhanced shareholder value.

As of this writing, Barnwell’s 2025 Annual Meeting of Shareholders has been adjourned for a third time, with the new date now scheduled for September. We are concerned that this delay may undermine shareholder confidence and that the prolonged uncertainty distracts from the critical work that needs to be done to ensure the financial health of the Company. We also note potential concerns around compliance with NYSE listing standards related to board composition, given the status of the Board.

As of today, only two directors—Ken Grossman and Josh Horowitz—remain on the Board, collectively holding approximately 4.8% of the Company’s outstanding shares. By contrast, over 45% of shares have already been voted in favor of change through the Green proxy card. In our view, the Company would benefit from recognizing this strong call for renewal and broader independent representation.

For transparency, we would like to share some context based on preliminary vote data:

● Mr. Grossman received a total of approximately 2.8 million votes (White + Green Card), or 28.04% of the outstanding shares. When this total is adjusted for aligned insider holdings (which include, in addition to Grossman and Horowitz, Kinzler, Magaro and Hopkins (the “insider group”)), support among independent shareholders outside of this insider group is approximately 2.44%.

● Mr. Horowitz received approximately 3.05 million votes (White + Green Card), or 30.4%, with adjusted independent support outside of the same insider group estimated at 4.8%.

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We recently provided a revised settlement proposal to Mr. Horowitz intended to move past the ongoing conflict and balance continuity with meaningful change. The proposal included:

● Maintaining Mr. Horowitz on the Board;

● Adding CEO Craig Hopkins, Green proxy nominees Ben Pierson and Heather Isidoro (each of whom received support from over 46% of shareholders), and former director Brad Tirpak;

● Forming a refreshed 5-person Board, comprising three independent directors and two representatives from management’s slate;

● No board seat was requested for me.

This proposal was made in good faith and in the interest of reconciliation and moving forward collaboratively. Unfortunately, this proposal was ignored. We remain open to discussions that will serve in the best interests of all shareholders, including those who have already spoken on the Green card, to allow the Company to move past conflict and refocus on the longevity and financial health of the Company.

Should the Company engage meaningfully on this proposal—or a similarly balanced path—I will fully commit to participating. We ask Mr. Horowitz and Mr. Grossman to consider their fiduciary duty to consider solutions that reflect the interests of all shareholders, otherwise reaching a constructive resolution will be all but impossible. We remain hopeful they will engage in a forward-looking path for Barnwell.

We remain committed to promoting accountability, transparency, and stewardship at Barnwell Industries, and hope other shareholders will join in our requests for accountability from the remaining Directors.

Sincerely,

/s/ Ned L. Sherwood

Ned L. Sherwood

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Voting Note:

Preliminary voting results are not final and may change. Shareholders may revoke or update their proxies at any time prior to the Annual Meeting. The Sherwood Group encourages all shareholders to carefully evaluate all materials before making their final voting decisions.

If you have any questions, please contact:

Alliance Advisors

150 Clove Road, Suite 400, Little Falls, NJ 07424

Shareholders call toll-free: 1 (833) 215-7301

Email: brn2025@allianceadvisors.com

For media inquiries or further information, please contact:

Alyssa Barry

Media Relations, Alliance Advisors

abarry@allianceadvisors.com

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FAQ

Why did Sherwood Group file a DFAN14A for Barnwell Industries (BRN)?

To urge shareholders to support a board refresh and highlight concerns over governance after the annual meeting was adjourned for a third time.

How much of Barnwell Industries’ stock does Sherwood Group own?

The Sherwood Group reports ownership of approximately 29.90% of the outstanding shares.

What board changes is Sherwood proposing for BRN?

A five-member board including Josh Horowitz, CEO Craig Hopkins, Green-card nominees Ben Pierson and Heather Isidoro, and former director Brad Tirpak.

When is Barnwell Industries’ rescheduled 2025 Annual Meeting?

The meeting has been moved to September 2025; an exact date was not provided in the filing.

What percentage of votes have supported change via the Green proxy card?

Sherwood states that over 45% of shares have already been voted for change on the Green proxy card.

Are the preliminary voting results for BRN final?

No. Sherwood notes that preliminary results can change and shareholders may revoke or modify proxies before the meeting.