#USA #Honolulu #Barnwell Industries #Ned Sherwood #Shareholder Voting

Barnwell Industries Postpones 2025 Annual Meeting Again

On June 2, 2025, Barnwell Industries, Inc. (NYSE American: BRN) made headlines with the announcement of the second adjournment of its 2025 Annual Meeting of Shareholders. This decision comes in light of significant disruptions caused by the actions of Ned Sherwood and his associates, commonly referred to as the "Sherwood Group."

Background of the Situation

Initially, the Annual Meeting convened, yet soon faced delays due to Ned Sherwood's refusal to submit votes that he had solicited from Barnwell's shareholders. This has raised concerns regarding the validity and integrity of the voting process.

Mr. Sherwood has previously acknowledged his non-compliance with voting protocols, admitting in a press release on May 30, 2025, that he would not be casting votes using the green proxy cards that he had actively sought from shareholders. This has effectively rendered the meeting unable to achieve a quorum, as his refusal continues to hold hostage the votes of those shareholders who supported the Company’s candidates but utilized the Sherwood Group's proxy card.

In a proactive attempt to mitigate these challenges, Barnwell has urged shareholders to take action. They have emphasized that it's still possible for shareholders to vote using the WHITE proxy card, which represents all of Barnwell's nominees and supersedes any previous votes. The Company has provided clear instructions and assistance to shareholders who may need help in this process.

Resignation of Heather Isidoro

Adding to the unfolding drama, Heather Isidoro, who had been elected to the Board during the Sherwood Group's solicitation effort, announced her resignation effective immediately on May 30, 2025. Barnwell has committed to disclosing further details regarding her resignation through the SEC, likely in the form of a Current Report on Form 8-K.

Future Plans for the Meeting

The adjourned Annual Meeting is now rescheduled for June 17, 2025, at 9:00 a.m. HST. It will be held at Suite 210, Alakea Corporate Tower, located at 1100 Alakea Street, Honolulu, Hawaii. The Company’s strategy is to reconvene with the intention of achieving the necessary quorum and moving forward without extending the voting process unnecessarily.

This proxy voting predicament reflects deeper issues in corporate governance and shareholder engagement, particularly as various players in the investment community seek to assert their influence over company decisions. As the date of the re-scheduled meeting approaches, shareholders and onlookers alike will be paying close attention to any developments.

Shareholder Reminder

Barnwell is calling for calm among its shareholders and stresses the importance of participating in the upcoming voting opportunity. They have reminded everyone that only the latest card voted will count and that changing votes is allowed, encouraging those who initially voted with the Sherwood Group to switch to the WHITE proxy card to support Barnwell nominees.

For assistance, shareholders can reach out to Okapi Partners by calling (877) 869-0171 or emailing [email protected]

As Barnwell navigates this turbulent period, the implications for corporate governance in the industry are profound, with lessons being learned about accountability, transparency, and the pivotal role that shareholder engagement plays in the decision-making process.