Barnwell Industries (BRN) Proxy filing summary

Executive summary

• Board opposes Sherwood’s consent campaign, which seeks to replace the full Board and roll back certain bylaw amendments; it urges holders to return the WHITE consent revocation card.

• Proposals require valid, unrevoked consents from holders of a majority of outstanding shares by May 13, 2025; the Board says its strategy includes winding down Hawaii operations and shifting most back-office work to Calgary.

Voting matters and shareholder proposals

• Sherwood proposals seek to repeal bylaw amendments effective on or after Feb. 4, 2025, remove four incumbent directors, and elect five nominees through the 2026 annual meeting; the Board recommends against each.

• As of the Mar. 14, 2025 record date, 10,053,534 shares were outstanding, with one vote per share; at least 5,026,768 unrevoked consents are required, due by May 13, 2025.

• A signed WHITE card revokes prior consents where indicated; abstentions also revoke a prior consent, and holders may revoke before the proposals become effective.

Board of directors and corporate governance

• The four incumbent directors are Kenneth S. Grossman, Joshua S. Horowitz, Alexander C. Kinzler and Douglas N. Woodrum; all but Kinzler are independent under NYSE American standards.

• A Special Committee of Grossman and Horowitz was formed Nov. 7, 2024 to assess responses to the Sherwood contest and conduct settlement talks; an Executive Committee of Horowitz, Grossman and Kinzler followed on Feb. 18, 2025.

• The Board says it offered to extend the 2023 cooperation agreement and proposed board compositions with Sherwood-backed representation, but those settlement efforts were rejected.