Core Viewpoint - The company is addressing the nomination of Ned Sherwood and his affiliates, asserting that the nomination notice is defective and insufficient, and indicating a strong inclination to reject it to protect shareholder interests [1][2][5]. Group 1: Nomination and Governance - Ned Sherwood has submitted a control slate of five nominees, which includes friends and affiliates, but the company claims the nomination lacks required material information as per its bylaws [1][5]. - The Executive Committee has been formed to protect the interests of all shareholders, comprising independent directors and the Executive Chairman [2][10]. - The Executive Committee is investigating the relationship between Sherwood and one of his nominees, Ben Pierson, to determine if any actions have triggered the Company's Shareholder Rights Plan [3][4]. Group 2: Conflicts of Interest - The Board has expressed concerns regarding the inherent conflicts of interest among Sherwood's nominees, particularly noting that one is a current Board member [2][4]. - Preliminary reviews indicate that some nominees may not exercise independent judgment, and several lack public company Board experience [4][5]. Group 3: Company Operations and Strategy - The company has criticized Sherwood for his history of disrupting governance processes and interfering with operations, which has incurred significant costs [5][9]. - Sherwood has not proposed any credible business strategy or plan for the company, only making demands that lack detailed backing [8][11]. - The company is transitioning out of its water well drilling activities and focusing on its Twining oil & gas property in Alberta, which is expected to drive future growth [12][13].
Barnwell Industries, Inc. Informs Ned Sherwood of Defective and Insufficient Director Nomination Notice and Investigation of Circumstances that May Have Triggered Shareholder Rights Plan