Proxy Advisory Firm Glass Lewis Rejects Sherwood Group's Control Attempt Over Barnwell Industries

Glass Lewis Stands Firm Against Sherwood Group's Control Attempt

In a significant move that impacts shareholders and the corporate governance landscape, Glass Lewis, a prominent proxy advisory firm, has decisively rejected the Sherwood Group's attempt to seize control of Barnwell Industries, Inc. This decision underscores the ongoing battle for influence within the company, which is listed on the NYSE American (BRN) and is based in Honolulu, Hawaii.

On April 29, 2025, Barnwell Industries released a statement celebrating Glass Lewis's endorsement of its current board of directors, which includes Ken Grossman, Josh Horowitz, and Alex Kinzler. These directors have been under threat of removal by the Sherwood Group, which aimed to undermine the existing leadership. However, the independent analysis from Glass Lewis characterized these removal efforts as unjustified and disconnected from the company's current strategic trajectory.

Despite the disconnect between the Sherwood Group's strategy and Barnwell's operational reality, the attempted board takeover poses risks to the company and its shareholders. Glass Lewis's assessment revealed that the dissident's campaign is fundamentally built on broad, unsubstantiated claims lacking a viable plan. The Sherwood Group's proposal did not present a credible or detailed outline for Barnwell’s future, instead relying on abstract promises that failed to inspire confidence.

According to Glass Lewis, Barnwell's management team has already initiated crucial operational reforms. This includes cost optimization measures, streamlined divestitures, and the transition of leadership roles within the company, all pointing to a significant turnaround effort that should not be disrupted by a hostile takeover attempt.

Alexander C. Kinzler, Executive Chairman of Barnwell Industries, lauded Glass Lewis’s findings, emphasizing that they echoed the sentiments held by many of Barnwell's shareholders. He expressed disdain for the Sherwood Group’s approach, calling it an opportunistic maneuver that seeks to derail the company's forward momentum. Kinzler urged shareholders to treat any communication from the Sherwood Group with skepticism, reinforcing the company’s message to prioritize stability and growth.

In particular, Glass Lewis highlighted the disorganized and reckless nature of the Sherwood Group's plan, which included leveraging tax loss carryforwards without a clear outline of target sectors or financial structuring. This vague proposal stands in stark contrast to the existing board’s thorough and actionable framework aimed at revitalizing Barnwell.

Confronted with the potential loss of shareholder value and the risk of transitioning to a less stable governance structure, Glass Lewis has encouraged Barnwell's shareholders to disregard the Sherwood Group's blue consent solicitation card and instead, opt for a white card to revoke any earlier consents in favor of the current board. This move reflects a call to action for shareholders to actively protect their investments from disruptive influences.

In conclusion, the strong stand taken by Glass Lewis against the Sherwood Group's attempts sends a clear message to the market and shareholders alike regarding the value of stable leadership. Barnwell Industries has positioned itself to navigate future challenges under a capable board, and it stands committed to enhancing shareholder wealth. The ongoing discourse at Barnwell serves as a case study in the complex dynamics of corporate governance, shareholder activism, and management accountability.