Core Points - Barnwell Industries, Inc. has set March 14, 2025, as the record date for shareholders to act by written consent regarding Ned Sherwood's campaign to take control of the company [1][6] - The Executive Committee of Barnwell's Board has disqualified Sherwood's slate of director nominees due to deficiencies in his nomination notice [2][3] - Sherwood is pursuing shareholder approval to replace the entire Board without presenting a viable alternative strategy for the company [3][5] - Sherwood's actions have led to significant expenses for Barnwell, and the Executive Committee has attempted to mitigate these costs through settlement offers [5] - The current Board was approved under a 2023 settlement agreement involving Sherwood, who had previously designated two directors [7] - Barnwell is refocusing on its core oil and gas exploration business and has entered into a non-binding letter of intent to sell its water well subsidiary [8] Summary by Sections Shareholder Actions - Barnwell shareholders of record as of March 14, 2025, can execute, withhold, and revoke written consents [6] - The company plans to file preliminary consent revocation materials with the SEC in response to Sherwood's solicitation [6] Board Composition and Governance - The current Board consists of a majority of independent and experienced directors, approved by Sherwood in a prior settlement [7] - Sherwood's attempts to replace the Board are seen as a continuation of his disruptive governance tactics [5] Business Strategy - Barnwell is actively working to reduce general and administrative expenses while focusing on its core business [8] - The company has announced plans to sell its water well subsidiary as part of this strategy [8] Upcoming Meetings - Barnwell expects to hold its uncontested 2025 Annual Meeting in the fiscal third quarter of 2025, with dates yet to be determined [9]
Barnwell Industries, Inc. Disqualifies Ned Sherwood's Board Nominees Included in Defective and Insufficient Nomination Notice for 2025 Annual Meeting