SEC Form DEFA14A filed by Barnwell Industries Inc.

Barnwell Announces Second Adjournment of 2025 Annual Meeting Due to Ned Sherwood’s Refusal to Submit Votes Solicited from Shareholders

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HONOLULU, June 2, 2025 -- Barnwell Industries, Inc. (NYSE American: BRN) (“Barnwell” or the “Company”) today announced that its 2025 Annual Meeting of Shareholders, which reconvened today, has been adjourned to Tuesday, June 17, 2025.

This is the second adjournment necessitated by the deliberate refusal of Ned Sherwood and his affiliates (collectively, the “Sherwood Group”) to vote the proxies they actively solicited from Barnwell shareholders. Mr. Sherwood, in an effort to cure violations of federal securities laws due to inadequate disclosures of his intent, has now admitted in his May 30, 2025, press release that he will not vote the green proxy cards obtained from shareholders.

By refusing to turn in the green proxy cards, Mr. Sherwood is holding hostage the votes of shareholders, including those shareholders who voted for the Company’s candidates on the Sherwood Group’s universal green proxy card. Accordingly, the Annual Meeting has again been adjourned to seek a quorum and prevent the continued expense of a long-term extension of the Annual Meeting process.

Shareholders should be reminded that:

The Company separately announced today that Heather Isidoro, who was elected to the Board as part of the Sherwood Group’s consent solicitation, informed the Board on Friday, May 30, 2025, that she was resigning as a director, effective immediately. Barnwell will make appropriate disclosures with the SEC in connection with the resignation on a Current Report on Form 8-K in due course.

The adjourned 2025 Annual Meeting will take place on Tuesday, June 17, 2025, at 9:00 a.m. HST at Suite 210, Alakea Corporate Tower, 1100 Alakea Street, Honolulu, Hawaii.

 

Forward-Looking Statements

Certain 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. These forward-looking statements are based on current beliefs and expectations of our board and management team that involve risks, potential changes in circumstances, assumptions, and uncertainties, include various estimates, forecasts, projections of Barnwell’s future performance and statements of Barnwell’s plans and objectives. 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. Any or all of the forward-looking statements may turn out to be incorrect or be affected by inaccurate assumptions Barnwell might make or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including our ability to defend against any potential claims by the Sherwood Group, our ability to execute on our strategy and business plan and the other risks forth in the “Forward-Looking Statements,” “Risk Factors” and other sections of Barnwell’s Annual Report on Form 10-K (as amended) for the fiscal year ended September 30, 2024, Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2025 and December 31, 2024 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.

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