Core Viewpoint - Barnwell Industries, Inc. shareholders have rejected the Sherwood Group's attempt to take control of the Board of Directors, while also consenting to the removal of certain directors and the election of a new nominee [1][2][3]. Group 1: Shareholder Decisions - Preliminary results indicate that shareholders consented to remove directors Alexander Kinzler and Douglas Woodrum, while electing Heather Isidoro from the Sherwood Group [2]. - Despite some changes, Barnwell Directors Ken Grossman and Joshua Horowitz will continue to serve, ensuring continuity and independent oversight [2]. - The Sherwood Group's campaign to remove Douglas Woodrum was notably supported, as he received the most consents for removal among directors [3]. Group 2: Legal and Governance Matters - Barnwell is awaiting a decision from the Delaware Court of Chancery regarding the validity of the Sherwood Group's nomination notice for the upcoming 2025 annual meeting [4]. - The Company has determined that the Sherwood Group's nomination notice did not comply with applicable bylaws and has rejected it [4]. - Barnwell intends to supplement its proxy materials for the 2025 annual meeting following the Court's decision [4]. Group 3: Executive Commentary - Alexander Kinzler expressed disappointment with the consent solicitation results but indicated a willingness to step down as a director by the end of 2025 if elected [5]. - Kinzler plans to assist in identifying a successor Chief Financial Officer and transitioning the Company's headquarters from Honolulu to Calgary [5]. - The Company remains open to constructive discussions with the Sherwood Group to reach a resolution that benefits all shareholders [6]. Group 4: Reporting and Certification - The results of the consent solicitation are considered preliminary until certified by the independent Inspector of Elections [7]. - Barnwell will report the final results on a Form 8-K to be filed with the Securities and Exchange Commission by May 19, 2025 [7].
Barnwell Industries Shareholders Reject Ned Sherwood's Attempt to Take Full Control of the Company