Barnwell Industries (BRN) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 29, 2025; stockholders will elect five directors and vote on auditor ratification amid a dispute over an opposing slate.

• The Board says the Sherwood Group’s nomination notice was defective; litigation seeking to invalidate its nominees remained pending, with no trial date set.

Voting matters and shareholder proposals

• Proposal 1 seeks election of five Board nominees: Kenneth S. Grossman, Craig D. Hopkins, Joshua S. Horowitz, Alexander C. Kinzler and Philip J. McPherson; the Board recommends FOR all five.

• Proposal 2 seeks ratification of Weaver and Tidwell, L.L.P. for FY2025; the Board recommends FOR.

• Directors are elected by plurality; auditor ratification requires a majority of shares represented and voting, and abstentions count against the proposal.

• If a court validates the opposing nominations, revised proxy materials will be issued; votes on the earlier WHITE card would not count and stockholders would need to vote again.

Board of directors and corporate governance

• The Board set its post-meeting size at five; Laurence Narbut resigned in February 2025, and Douglas N. Woodrum was not renominated.

• Alexander C. Kinzler became Executive Chairman on April 1, 2024; Craig D. Hopkins became CEO and President the same day, separating the roles.

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

• The Nominating Committee evaluates skills, experience, judgment and viewpoints; qualifying stockholders must hold at least 1% for one year to recommend a nominee.