MRMP Announces Proxy Contest for Full Board Control at Barnwell Industries, Inc.

Rhea-AI Summary

MRMP-Managers LLC plans to run a proxy contest for full board control at Barnwell Industries (NYSE American: BRN) during its 2023 annual meeting. Previously, MRMP successfully contested in 2020, gaining three board seats while holding approximately 20.1% of Barnwell's shares today. MRMP has been frustrated with perceived violations of a cooperation agreement by CEO Alex Kinzler and the board, facing obstacles to shareholder value. They aim to shift the focus towards profitability, citing Kinzler's $42 million in net operating losses as a concern.

Positive

• None.

Negative

• Historical net operating losses of $42 million attributed to CEO Kinzler.
• Perceived violations of cooperation agreements by the board, leading to MRMP's dissatisfaction.
• Concerns over board entrenchment actions that hinder shareholder value.

BLOOMFIELD, N.J.--(BUSINESS WIRE)-- MRMP-Managers LLC has announced that it plans to run a proxy contest for full board control at Barnwell Industries, Inc. (NYSE American: BRN) at its 2023 annual meeting of shareholders.

MRMP previously ran a successful proxy contest at Barnwell in 2020, when three of its nominees were elected to the Barnwell board. At that time, MRMP and its related shareholders held approximately 15.4% of the outstanding shares of Barnwell. Today, MRMP and its related shareholders hold approximately 20.1% of the outstanding shares of Barnwell.

MRMP and its director designees have endeavored to work cooperatively with CEO Alex Kinzler and the Barnwell board, including through a Cooperation and Support Agreement signed in 2021 to avoid a proxy contest at the 2021 annual meeting of shareholders. However, MRMP has grown tired of the repeated violations of that agreement by Kinzler and the board and the constant impediments and entrenchment actions by the Barnwell board that MRMP believes stand in the way of progress towards shareholder value.

Ned L. Sherwood of MRMP commented:

“We believe change is long overdue at Barnwell. We have grown tired of poison pills, millions of dollars spent on anti-takeover lawyers, and constant roadblocks placed in the way of success for the company. We plan to refocus Barnwell on making profits for shareholders instead of preserving jobs for the CEO and the board. We are confident that we can leave a better legacy than CEO Kinzler’s $42 million in net operating losses.”

If you hold shares of Barnwell, we would like to hear from you. Please contact us at Barnwellproxy@gmail.com or through our proxy advisor Alliance Advisors at (800) 574-5961 so that we can provide you with more information.

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Ned L. Sherwood, NLS Advisory Group, Inc. and MRMP-Managers LLC intend to make a filing with the SEC of a proxy statement and accompanying proxy card to solicit votes for the election of director nominees at the next annual meeting of shareholders of Barnwell Industries, Inc.

Ned L. Sherwood Revocable Trust, of which Ned L. Sherwood is the beneficiary and the trustee, holds 238,038 shares of common stock of Barnwell, and MRMP-Managers LLC, of which Mr. Sherwood is the Chief Investment Officer, holds 1,717,156.138 shares of common stock of Barnwell. Mr. Sherwood is deemed to beneficially own all of these shares. Ned L. Sherwood, NLS Advisory Group, Inc., MRMP-Managers LLC and their nominees to the Barnwell board will be the participants in this proxy solicitation. Information regarding the participants and their interests in the solicitation will be included in their proxy statement and other materials filed with the SEC.

SHAREHOLDERS OF BARNWELL SHOULD READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION RELATING TO THE SHAREHOLDERS’ MEETING, THE NOMINEES TO THE BOARD, AND SOLICITATION OF PROXIES. THESE PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM ALLIANCE ADVISORS, LLC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221027005987/en/

Peter Casey

Alliance Advisors

(800) 574-5961

pcasey@allianceadvisors.com

Source: MRMP-Managers LLC

FAQ

What is the aim of MRMP in the proxy contest at Barnwell Industries?

MRMP aims to gain full board control at Barnwell Industries during the 2023 annual meeting.

How many shares does MRMP hold in Barnwell Industries?

MRMP and its related shareholders hold approximately 20.1% of Barnwell Industries' outstanding shares.

What were the financial losses reported by Barnwell Industries under CEO Kinzler?

Barnwell Industries reported net operating losses totaling $42 million under CEO Kinzler.

When is the annual meeting of shareholders for Barnwell Industries?

The annual meeting of shareholders for Barnwell Industries will be held in 2023.

Who are the main participants in the proxy solicitation for Barnwell Industries?

The main participants include MRMP-Managers LLC and Ned L. Sherwood, who holds significant shares in Barnwell.