Barnwell Industries (BRN) Proxy filing summary

Executive summary

• Annual meeting rescheduled to September 10, 2025, with July 21, 2025 record date, after repeated adjournments over failure to achieve quorum amid a proxy contest.

• Delaware Chancery Court upheld the invalidation of Sherwood Group’s director nominations; the Board reduced its size from five to four and put forward four nominees.

Voting matters and shareholder proposals

• Proposal 1: elect Kenneth S. Grossman, Craig D. Hopkins, Joshua S. Horowitz and Philip J. McPherson to serve until the 2026 annual meeting; the Board recommends FOR each.

• Proposal 2: ratify Weaver and Tidwell, L.L.P. as independent auditor for FY ending September 30, 2025; the Board recommends FOR.

• Director elections require a plurality; auditor ratification requires a majority of shares represented and voting. A quorum requires a majority of outstanding shares entitled to vote.

• Prior valid proxies from eligible continuing record holders remain effective unless revoked; only the latest valid proxy counts. Votes on Sherwood Group nominees will not be tabulated.

Board of directors and corporate governance

• Grossman and Horowitz are independent directors and serve on the Audit and Compensation Committees; Horowitz chairs the Executive and Nominating Committees.

• Board leadership structure remains flexible on combining CEO and chair roles; the chair following the 2025 meeting will be determined after election results.

• The Board held five meetings in FY2024; all directors attended at least 75% of Board and committee meetings, and independent directors met three times without management.

• Board nomination criteria emphasize relevant skills, experience, judgment and varied viewpoints; no specific Board diversity policy is in place.