Barnwell Industries Postpones Annual Shareholders Meeting Due to Voting Dispute
In a surprising turn of events, Barnwell Industries, Inc. (NYSE American: BRN) announced the postponement of its 2025 Annual Meeting of Shareholders due to a contentious issue involving Ned Sherwood and his affiliates, collectively known as the Sherwood Group. This decision reflects a critical moment in the corporate governance of Barnwell, a company with a remarkable 70-year history.
The Annual Meeting, initially scheduled for May 29, 2025, has been pushed back to June 2, 2025. The reason for this adjournment stems from Sherwood's refusal to cast the proxy votes he had solicited from Barnwell shareholders. This move contradicts his earlier assurances that he respects the shareholders' decisions. Just a week prior to the meeting, Sherwood publicly stated, “We respect and support the will of the shareholders…we will continue our solicitation on the GREEN card.” However, his refusal to submit these solicited votes appears to undermine that claim, leaving fellow shareholders disenfranchised and obstructing the election process for company directors.
The reason for Sherwood's actions is now under scrutiny, as Barnwell Industries argues that his failure to act as promised has resulted in significant financial repercussions for the company. This conduct raises questions regarding compliance with federal securities laws, particularly concerning the anti-fraud provisions set forth in the Securities Exchange Act of 1934. These rules prohibit any false or misleading statements made during the solicitation of proxies, and Barnwell believes that Sherwood may have crossed this line.
This unusual situation marks a pivotal moment for Barnwell, as the company was unable to achieve a quorum for the first time in its extensive history during a shareholder meeting. By hindering the voting process, Sherwood may not only jeopardize his credibility but also complicate the governance of a household name in the industry. Barnwell Industries is now seeking legal counsel and regulatory advice to ensure that shareholders can have a fair opportunity to express their opinions in a transparent manner at the reconvened meeting on June 2.
The company's board is committed to pursuing all avenues to remedy the situation and protect the interests of its shareholders. With shareholders' rights at stake, Barnwell intends to take appropriate action against the Sherwood Group for their questionable tactics and is prepared to address any violations that may have occurred.
As Barnwell Industries gathers to reconvene on June 2 at the Alakea Corporate Tower in Honolulu, Hawaii, the outcome of this situation hangs in the balance. Shareholders are encouraged to reach out to Okapi Partners, the company's proxy solicitor, for any inquiries or to retract previously submitted consents.
This unfolding story serves as a stark reminder of the intricate and often tumultuous nature of corporate governance processes, where the voices of shareholders should always ring true in directing a company's future. The upcoming meeting is not just a formality but a crucial turning point for Barnwell, as stakeholders demand transparency and adherence to the principles that govern shareholder engagement. Will the voices of the shareholders be heard? Or will they remain unheard in the shadow of one individual’s decisions? All eyes will be on Barnwell Industries as they navigate this complex situation.
The Annual Meeting, initially scheduled for May 29, 2025, has been pushed back to June 2, 2025. The reason for this adjournment stems from Sherwood's refusal to cast the proxy votes he had solicited from Barnwell shareholders. This move contradicts his earlier assurances that he respects the shareholders' decisions. Just a week prior to the meeting, Sherwood publicly stated, “We respect and support the will of the shareholders…we will continue our solicitation on the GREEN card.” However, his refusal to submit these solicited votes appears to undermine that claim, leaving fellow shareholders disenfranchised and obstructing the election process for company directors.
The reason for Sherwood's actions is now under scrutiny, as Barnwell Industries argues that his failure to act as promised has resulted in significant financial repercussions for the company. This conduct raises questions regarding compliance with federal securities laws, particularly concerning the anti-fraud provisions set forth in the Securities Exchange Act of 1934. These rules prohibit any false or misleading statements made during the solicitation of proxies, and Barnwell believes that Sherwood may have crossed this line.
This unusual situation marks a pivotal moment for Barnwell, as the company was unable to achieve a quorum for the first time in its extensive history during a shareholder meeting. By hindering the voting process, Sherwood may not only jeopardize his credibility but also complicate the governance of a household name in the industry. Barnwell Industries is now seeking legal counsel and regulatory advice to ensure that shareholders can have a fair opportunity to express their opinions in a transparent manner at the reconvened meeting on June 2.
The company's board is committed to pursuing all avenues to remedy the situation and protect the interests of its shareholders. With shareholders' rights at stake, Barnwell intends to take appropriate action against the Sherwood Group for their questionable tactics and is prepared to address any violations that may have occurred.
As Barnwell Industries gathers to reconvene on June 2 at the Alakea Corporate Tower in Honolulu, Hawaii, the outcome of this situation hangs in the balance. Shareholders are encouraged to reach out to Okapi Partners, the company's proxy solicitor, for any inquiries or to retract previously submitted consents.
This unfolding story serves as a stark reminder of the intricate and often tumultuous nature of corporate governance processes, where the voices of shareholders should always ring true in directing a company's future. The upcoming meeting is not just a formality but a crucial turning point for Barnwell, as stakeholders demand transparency and adherence to the principles that govern shareholder engagement. Will the voices of the shareholders be heard? Or will they remain unheard in the shadow of one individual’s decisions? All eyes will be on Barnwell Industries as they navigate this complex situation.
Topics Financial Services & Investing）
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