Barnwell Industries, Inc. Informs Ned Sherwood of Defective and Insufficient Director Nomination Notice and Investigation of Circumstances that May Have Triggered Shareholder Rights Plan
Barnwell Industries (NYSE American: BRN) announced that it has informed shareholder Ned Sherwood that his nomination notice for a control slate of five directors is defective and insufficient. The Board has formed an Executive Committee to protect shareholder interests and investigate whether Sherwood's actions may have triggered the company's Shareholder Rights Plan.
The Executive Committee believes Sherwood's nominations of himself, his friends, and business associates represent an attempt to gain control of Barnwell without paying a premium to shareholders. They note that two nominees cannot be expected to act independently of Sherwood, and three have no public company board experience.
The company highlights Sherwood's history of disrupting governance processes, breaching settlement agreements, and interfering with operations. Despite holding only a 30% stake, Sherwood has allegedly failed to propose any substantive business plan beyond demanding to "shut down Hawaii."
Meanwhile, Barnwell continues its transition plan, including completing its final water well project, selling assets, and focusing on its Twining oil & gas property in Alberta as its growth engine.
Barnwell Industries (NYSE American: BRN) ha annunciato di aver informato l'azionista Ned Sherwood che il suo avviso di nomina per un gruppo di controllo di cinque direttori è difettoso e insufficiente. Il Consiglio ha formato un Comitato Esecutivo per proteggere gli interessi degli azionisti e indagare se le azioni di Sherwood possano aver attivato il Piano dei Diritti degli Azionisti della società.
Il Comitato Esecutivo ritiene che le nomine di Sherwood per se stesso, i suoi amici e soci in affari rappresentino un tentativo di acquisire il controllo di Barnwell senza pagare un premio agli azionisti. Sottolineano che due candidati non possono essere considerati indipendenti da Sherwood, e tre non hanno esperienza in consigli di amministrazione di società pubbliche.
La società evidenzia la storia di Sherwood di interruzione dei processi di governance, violazione degli accordi di transazione e interferenza con le operazioni. Nonostante detenga solo una partecipazione del 30%, Sherwood avrebbe omesso di proporre un piano aziendale sostanziale oltre a chiedere di "chiudere Hawaii".
Nel frattempo, Barnwell continua il suo piano di transizione, che include il completamento del suo progetto finale di pozzo d'acqua, la vendita di beni e la focalizzazione sulla sua proprietà di petrolio e gas Twining in Alberta come motore di crescita.
Barnwell Industries (NYSE American: BRN) anunció que ha informado al accionista Ned Sherwood que su aviso de nominación para una lista de control de cinco directores es defectuosa e insuficiente. La Junta ha formado un Comité Ejecutivo para proteger los intereses de los accionistas e investigar si las acciones de Sherwood pueden haber activado el Plan de Derechos de los Accionistas de la compañía.
El Comité Ejecutivo cree que las nominaciones de Sherwood para sí mismo, sus amigos y socios comerciales representan un intento de tomar el control de Barnwell sin pagar una prima a los accionistas. Señalan que no se puede esperar que dos nominados actúen de manera independiente de Sherwood, y tres no tienen experiencia en juntas de empresas públicas.
La compañía destaca la historia de Sherwood de interrumpir los procesos de gobernanza, violar acuerdos de conciliación e interferir con las operaciones. A pesar de tener solo un 30% de participación, Sherwood supuestamente no ha propuesto ningún plan de negocios sustantivo más allá de exigir "cerrar Hawái".
Mientras tanto, Barnwell continúa con su plan de transición, que incluye completar su proyecto final de pozo de agua, vender activos y centrarse en su propiedad de petróleo y gas Twining en Alberta como motor de crecimiento.
Barnwell Industries (NYSE American: BRN)는 주주 Ned Sherwood에게 5명의 이사를 포함하는 통제 후보자 명단에 대한 그의 지명이 결함이 있고 불충분하다고 통보했다고 발표했습니다. 이사회는 주주 이익을 보호하고 Sherwood의 행동이 회사의 주주 권리 계획을 촉발했는지 조사하기 위해 집행 위원회를 구성했습니다.
집행 위원회는 Sherwood가 자신과 그의 친구 및 사업 파트너를 지명한 것이 Barnwell의 통제를 얻으려는 시도로, 주주들에게 프리미엄을 지불하지 않으려는 것이라고 믿고 있습니다. 그들은 두 명의 후보가 Sherwood와 독립적으로 행동할 수 없으며, 세 명은 공개 회사 이사회 경험이 없다고 지적합니다.
회사는 Sherwood의 거버넌스 프로세스 방해, 합의 위반 및 운영 간섭의 역사를 강조합니다. 30%의 지분만 보유하고 있음에도 불구하고, Sherwood는 "하와이를 닫으라"는 요구 외에는 실질적인 사업 계획을 제안하지 않은 것으로 전해집니다.
한편, Barnwell은 최종 수도 프로젝트 완료, 자산 매각 및 알버타의 Twining 석유 및 가스 자산에 집중하는 등 전환 계획을 계속 진행하고 있습니다.
Barnwell Industries (NYSE American: BRN) a annoncé avoir informé l'actionnaire Ned Sherwood que son avis de nomination pour une liste de contrôle de cinq administrateurs est défectueux et insuffisant. Le Conseil a formé un Comité Exécutif pour protéger les intérêts des actionnaires et enquêter sur la possibilité que les actions de Sherwood aient déclenché le Plan de Droits des Actionnaires de l'entreprise.
Le Comité Exécutif estime que les nominations de Sherwood pour lui-même, ses amis et ses associés commerciaux représentent une tentative de prendre le contrôle de Barnwell sans payer de prime aux actionnaires. Ils notent que deux candidats ne peuvent pas être considérés comme indépendants de Sherwood, et trois n'ont aucune expérience au sein de conseils d'administration d'entreprises publiques.
L'entreprise souligne l'historique de Sherwood en matière de perturbation des processus de gouvernance, de violation d'accords de règlement et d'ingérence dans les opérations. Bien qu'il ne détienne qu'une participation de 30 %, Sherwood aurait échoué à proposer un plan d'affaires substantiel au-delà de sa demande de "fermer Hawaï".
Entre-temps, Barnwell poursuit son plan de transition, y compris l'achèvement de son projet final de puits d'eau, la vente d'actifs et la concentration sur sa propriété pétrolière et gazière Twining en Alberta comme moteur de croissance.
Barnwell Industries (NYSE American: BRN) hat bekannt gegeben, dass es den Aktionär Ned Sherwood darüber informiert hat, dass seine Nominierungsankündigung für eine Kontrollliste von fünf Direktoren fehlerhaft und unzureichend ist. Der Vorstand hat ein Exekutivkomitee gebildet, um die Interessen der Aktionäre zu schützen und zu untersuchen, ob Sherwoods Handlungen den Aktionärsrechteplan des Unternehmens ausgelöst haben könnten.
Das Exekutivkomitee ist der Ansicht, dass Sherwoods Nominierungen für sich selbst, seine Freunde und Geschäftspartner einen Versuch darstellen, die Kontrolle über Barnwell zu erlangen, ohne den Aktionären eine Prämie zu zahlen. Sie weisen darauf hin, dass zwei Nominierte nicht unabhängig von Sherwood handeln können und drei keine Erfahrung in öffentlichen Unternehmensvorständen haben.
Das Unternehmen hebt Sherwoods Geschichte der Störung von Governance-Prozessen, der Verletzung von Vergleichsvereinbarungen und der Einmischung in die Abläufe hervor. Trotz einer Beteiligung von nur 30 % soll Sherwood angeblich keinen substanziellen Geschäftsplan über die Forderung hinaus vorgeschlagen haben, "Hawaii zu schließen".
In der Zwischenzeit setzt Barnwell seinen Übergangsplan fort, einschließlich des Abschlusses seines letzten Wasserbrunnenprojekts, des Verkaufs von Vermögenswerten und der Konzentration auf sein Twining-Öl- und Gasfeld in Alberta als Wachstumsantrieb.
- Company is completing transition out of water well drilling with one rig already sold for $585,000
- Twining oil & gas property has a new development well producing as expected
- Approximately 50 additional wells can be drilled at Twining to grow revenues organically
- Company is streamlining operations to reduce general and administrative expenses
- Ongoing corporate governance dispute with 30% shareholder Ned Sherwood
- Potential proxy contest will likely increase legal and professional expenses
- Management transition in progress with CEO and CFO planning to retire by fiscal year-end
- Company faces disruption from shareholder activism and board conflicts
Insights
Barnwell Industries Faces Potential Proxy Battle with 30% Shareholder Ned Sherwood
Barnwell Industries (BRN) has rejected board nominations from significant shareholder Ned Sherwood, setting the stage for what appears to be a contentious proxy battle. This development represents a material governance event with significant implications for all shareholders and potential stock price volatility ahead of the 2025 annual meeting.
The company has formed an Executive Committee comprising two independent directors and the Executive Chairman to investigate whether Sherwood's actions have triggered the company's poison pill (Shareholder Rights Plan). Such plans typically dilute an acquiring shareholder's position if they exceed ownership thresholds without board approval, creating a significant deterrent to hostile takeovers.
This governance dispute comes at a critical juncture as Barnwell is undergoing substantial operational transitions:
- Exiting its water well drilling business (recently sold a rig for
$585,000 ) - Planning to reduce Hawaii operations and streamline accounting
- Focusing on its Twining oil & gas property in Alberta as its growth engine
- Managing leadership succession as longtime executives prepare to retire
The timing suggests Sherwood may be attempting to influence these strategic decisions or capitalize on the leadership transition to gain control without paying other shareholders a premium - essentially attempting a "stealth takeover" through the boardroom.
While the press release presents only the company's perspective, the allegations raise legitimate governance concerns. Sherwood's nominees appear to lack independence, with one serving as CIO of his family office and another described as his "mouthpiece" on the board. The company claims Sherwood has repeatedly violated previous settlement agreements and has no coherent strategic plan beyond cost-cutting.
For investors, this situation creates several scenarios to consider:
- If Sherwood prevails: Potential for aggressive cost-cutting and possible asset sales, but uncertainty around strategic direction
- If current board prevails: Continued execution of the transition plan focusing on oil & gas development
- Settlement scenario: Possible compromise that could include board representation proportional to ownership
The governance conflict could distract management and incur significant proxy solicitation costs at a time when the company is trying to reduce expenses. However, activist pressure often leads to enhanced scrutiny of corporate strategy and potentially improved shareholder returns regardless of outcome.
Investors should closely monitor SEC filings for additional information, including Sherwood's response to these allegations and the company's definitive proxy statement when filed.
Actions Continue Ned Sherwood’s Long History of Disruption, Breaches of Settlement Agreements and Blatant Disregard for Established Bylaws and Shareholder Protections
Board Forms Executive Committee to Protect Shareholder Interests
Executive Committee Believes Sherwood’s Nomination of Himself, His Friends and His Affiliates Underscores Desire to Take Control of Barnwell at Shareholders’ Expense and Without Paying a Premium for Control
HONOLULU, Feb. 25, 2025 (GLOBE NEWSWIRE) -- Barnwell Industries, Inc. (NYSE American: BRN) (“Barnwell” or the “Company”) today announced that it has informed Ned Sherwood, a shareholder who recently submitted a control slate of five nominees comprising friends and affiliates, that his nomination notice is defective and insufficient. Sherwood’s nomination notice fails to include material information required by the Company’s bylaws, and in light of these material deficiencies and omissions required both by the bylaws and federal securities regulations, the Executive Committee of the Barnwell Board of Directors is strongly inclined to reject the nomination notice as defective and insufficient and to disqualify Sherwood’s nominees.
In light of the inherent conflicts of interest of Sherwood’s candidates, one of who is a current Board member, the Board has formed an Executive Committee comprising independent Vice Chairman, Kenneth Grossman, independent director Joshua Horowitz and Executive Chairman, Alexander Kinzler, to protect the interests of all other shareholders.
The Executive Committee has requested that a Special Committee consisting of independent directors Grossman and Horowitz investigate, among other things, the facts and circumstances of the relationship between Sherwood and his board nominee, Ben Pierson, who has privately purchased shares of Barnwell while also currently serving as the Chief Investment Officer of Sherwood’s family office, to determine whether a distribution under the Company’s Shareholder Rights Plan has been triggered.
Sherwood is Nominating Himself, His Friends and His Business Associates to
Steal Control of the Company
Notwithstanding the obvious conflicts, the Board remains open to considering new candidates and intends to vet the individuals proposed by Sherwood through its usual governance process. However, the Executive Committee cautions shareholders that a preliminary review shows clearly that two of the four nominees other than Sherwood cannot be expected to exercise judgement independent of Sherwood, and three of Sherwood’s five nominees have no public company Board experience.
- Ben Pierson has been employed by the Sherwood Family Office as its Chief Investment Officer since 2021.
- Doug Woodrum has been a Director at Barnwell since 2020 as Sherwood’s designee having joined the Board following an earlier proxy contest and then through a prior settlement with the Company. Woodrum has been the mouthpiece for all of Sherwood’s misguided policy proposals, including the sale of assets at fire sale prices and various attempts at co-opting day-to-day control, which have only resulted in damaging management morale and creating distrust of Sherwood’s motives, as well as incurring significant costs for the Company to address these matters.
- Woodrum has been reprimanded on multiple occasions for leaking confidential board matters to Sherwood. Woodrum has also attempted to end-run the Board of Directors by directly interfering with management. Sherwood has stated many times he would elevate Woodrum to CEO or CFO, but no member of management or director not affiliated with Sherwood has endorsed or supports Woodrum as qualified for either position.
The Company further notes that Sherwood’s nomination of a control slate continues his long history of disrupting the Company’s governance processes and interfering with the Company’s operations, while creating significant expense to the Company. Sherwood’s nomination of himself, his friends and business associates, without any credible plan for the Company and without paying a premium to shareholders for control, flies directly in the face of shareholder interests.
Sherwood and His Director Appointees Have Hid Investments and
Acted to Intentionally Undermine Management and the Board
- Sherwood made a significant investment in a Canadian Oil and Gas venture founded and operated by one of his former director designees, which investment was only belatedly and incompletely disclosed. The Executive Committee believes this arrangement was undertaken as a quid pro quo so that Sherwood’s nominee would execute on Sherwood’s self-serving agenda.
- From 2021-2022, Sherwood and Woodrum offered a then-new member of the Board, Colin O’Farrell, the Company’s CEO position. Sherwood and Woodrum did so without consulting the Board and seemingly to co-opt O’Farrell’s independence. This conduct was in breach of a then-valid standstill agreement, resulted in a costly investigation, severely damaged the morale of the Canadian-based management team, and resulted in O’Farrell’s resignation from the Board only seven months after his appointment.
- In April 2024, without prior Board discussion or direction, Sherwood and his director appointee Woodrum demanded that management immediately begin a search for a Calgary-based CFO and that Woodrum would help lead the search.
- Sherwood continues to interfere with the Company’s executive leadership transition. Ten months ago, Craig Hopkins succeeded Kinzler as CEO of the Company with the support of Sherwood’s nominees and as part of an overall succession plan for the retirement of the Company’s prior senior management and expense reduction efforts. Both Kinzler and Russell Gifford, the Company’s longtime CFO, have expressed their desire to retire from day-to-day operations of the Company by the end of the fiscal year and have indicated their willingness to support CEO Craig Hopkins during the transition to the extent desired by him and the Board. Multiple directors supported by Sherwood, including former director Laurance Narbut, have expressed the belief that the decades of experience and knowledge held by Kinzler and Gifford will enable the Company to undertake a smooth transition and maintain its excellent track record of accounting and legal compliance.
Despite Repeated Requests, Sherwood Has Failed to Propose a Different Plan or
Business Strategy
Sherwood has NO PLAN for Barnwell Other than to Take Over the Company
Without Paying a Control Premium
The Company has repeatedly asked Sherwood to specify what Company plans and policies he opposes or would change. The only response has been incessant demands “to shut down Hawaii,” which lacks any semblance of thoughtful consideration. It has no backing from a single budget, spreadsheet or alternative strategy that would adequately support the back-office functions of a publicly listed company. Barnwell can only conclude that Sherwood’s current nomination notice is merely an attempt to take full control of a company where he holds a
Sherwood has accused the Company of excessive expenditures for lawyers and other professionals when the vast majority of these expenditures were necessitated by the abusive, improper and often illegal actions of Sherwood and his designees on the Board. Sherwood’s group recently served the Company with a books and records request, which will require significant legal expense to address, ironically asking for shareholder records when Sherwood’s own group has played fast and loose with their own Section 16 and Section 13 SEC reporting obligations.
The Barnwell Executive Committee Comprises Majority Independent and
Highly Experienced Directors Acting on Behalf of All Shareholders
The current Board was expressly approved by Sherwood under a 2023 settlement whereby the Company and Sherwood each designated two directors and a fifth director, Joshua Horowitz, was selected as a compromise board member who was vetted by Sherwood and expressly endorsed by both parties to the settlement agreement.
The current Board is overseeing the transition out of the Company’s water well drilling activities and is currently completing its final well project. The water well subsidiary recently sold one of its rigs for approximately
The Company’s Twining oil & gas property in Alberta continues to be the engine for the Company’s future growth. We are pleased that our newest development well is online and producing as expected. There are approximately 50 additional wells that can be drilled, which would enable the Company to grow its revenues and results organically, as a major portion of the costs of the operations are fixed.
Forward-Looking Statements
The information contained in this press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A forward-looking statement is one which is based on current expectations of future events or conditions and does not relate to historical or current facts. These statements include various estimates, forecasts, projections of Barnwell’s future performance, statements of Barnwell’s plans and objectives, and other similar statements. Forward-looking statements include phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions. Although Barnwell believes that its current expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved. Forward-looking statements involve risks, uncertainties and assumptions which could cause actual results to differ materially from those contained in such statements. The risks, uncertainties and other factors that might cause actual results to differ materially from Barnwell’s expectations are set forth in the “Forward-Looking Statements,” “Risk Factors” and other sections of Barnwell’s annual report on Form 10-K for the last fiscal year and Barnwell’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance on the forward-looking statements contained in this press release, as they speak only as of the date of this press release, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.
Important Additional Information and Where to Find It
Barnwell Industries, Inc. (the “Company”) plans to file proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). Prior to the 2025 Annual Meeting, the Company will file a definitive proxy statement (the “Proxy Statement”) together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of the Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in connection with the 2025 Annual Meeting at the SEC’s website (http://www.sec.gov) or at the Company’s website at https://ir.brninc.com/ or by contacting Alexander Kinzler, Secretary and General Counsel of the Company, by phone at (808) 531-8400, by email at akinzler@brninc.com or by mail at Barnwell Industries, Inc., 1100 Alakea Street, Suite 500, Honolulu, Hawaii 96813.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers and other employees may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from stockholders in connection with the 2025 Annual Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the 2025 Annual Meeting. Information relating to the foregoing can also be found in the Company’s definitive proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on April 2, 2024. To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Statements of Change in Ownership on Form 3 and Form 4 filed with the SEC: Form 3, filed by Craig Hopkins, with the filings of the Company on May 16, 2024; Form 4, filed by Craig Hopkins, with the filings of the Company on May 20, 2024, August 29, 2024, January 13, 2025 and January 17, 2025; Form 4, filed by Joshua Horowitz, with the filings of the Company on August 23, 2024 and October 28, 2024; Form 4, filed by Kenneth Grossman, with the filings of the Company on October 28, 2024; and Form 4, filed by Douglas Woodrum, with the filings of the Company on October 28, 2024. These filings can be found at the SEC’s website at www.sec.gov. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests (by security holdings or otherwise), will be set forth in the proxy statement and other materials to be filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
| CONTACT: | Kenneth S. Grossman |
| Vice Chairman of the Board of Directors | |
| Email: kensgrossman@gmail.com |
FAQ
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