Delaware Court Ruling Strengthens Barnwell's Board and Governance

Barnwell Industries Succeeds in Court Ruling

On May 22, 2025, Barnwell Industries, Inc. announced a pivotal victory as the Delaware Court of Chancery ruled in favor of the company and its Board of Directors. This ruling came amid a contentious challenge by the 'Sherwood Group', led by Ned Sherwood, whose director nominations for the company's upcoming 2025 Annual Meeting were deemed noncompliant with Barnwell's bylaws.

The Court's decision confirmed that the Sherwood Group did not meet the necessary requirements set forth in Barnwell's bylaws for nominating directors. As a result, their nominees will be excluded from the election that is set to proceed as planned on May 29, 2025. This ruling not only solidifies the legitimacy of the existing board but also emphasizes the importance of adhering to corporate governance standards.

Joshua Horowitz, the independent director of Barnwell and chair of the Nomination and Executive Committees, expressed satisfaction with the outcome, stating, "We are pleased that the Court ruled in favor of the Company and the Board, and upheld our application of the plain language of Barnwell's bylaws regarding the submission of director nominations." He further urged the Sherwood Group to cease what he described as disruptive efforts that could hinder the company’s objective of maximizing shareholder value.

The morning of the announcement also saw Alexander C. Kinzler, a significant stockholder with a 9.8% stake in Barnwell, reveal he would not seek re-election at the 2025 Annual Meeting. Kinzler’s decision comes on the heels of the ongoing conflict with the Sherwood Group, highlighting a shift in the board’s dynamics as it moves to stabilize its leadership.

In light of these developments, Barnwell is also welcoming Heather Isidoro to the board, signaling a refreshing perspective and expertise that is expected to greatly benefit the company moving forward. Horowitz acknowledged Kinzler’s contributions, stating, "We thank Alex for his guidance and significant contributions to the Board."

This ruling emerges during a time when corporate governance is at the forefront of discussions among shareholders and stakeholders alike, reinforcing the necessity for companies to uphold their established protocols and bylaws. Barnwell Industries is committed to transparency and accountability in its dealings and will be filing additional documentation with the Securities and Exchange Commission regarding the Court's ruling and the upcoming meeting.

As Barnwell Industries prepares to navigate this landscape, the Court's ruling serves to reaffirm the stability of its governance structure and sets a precedent for future corporate compliance and shareholder engagement efforts. The company remains poised to focus on its core objectives and values while fostering a collaborative environment for all its shareholders. With the annual meeting approaching, all eyes will be on Barnwell to see how it capitalizes on this legal affirmation in the interests of its stakeholders.

Looking ahead, Barnwell stresses its dedication to sound corporate governance and will continue to uphold its bylaws while actively seeking ways to enhance shareholder value. The board’s ability to effectively manage challenges reflects a robust governance framework aimed at promoting long-term growth and sustaining investor confidence in Barnwell's strategic direction.