Delaware court backs Barnwell in director nomination dispute

HONOLULU - In a recent legal development, Barnwell Industries, Inc. (NYSE American: BRN), a small-cap energy company with a market capitalization of $12.67 million currently trading near its 52-week low of $1.26, received a favorable ruling from the Delaware Court of Chancery. The court determined that the director nomination notice submitted by Ned Sherwood and his affiliates, collectively known as the Sherwood Group, did not adhere to the company’s bylaws. Consequently, the nominees from the Sherwood Group will be excluded from the upcoming 2025 Annual Meeting of Stockholders, which is set to proceed uncontested on May 29, 2025.

According to Joshua Horowitz, an independent director and Chairman of the Nomination and Executive Committees at Barnwell, the court’s decision validates the board’s application of Barnwell’s bylaws concerning director nominations. He urged the Sherwood Group to cease its disruptive campaigns and align with the company’s focus on value creation without further unnecessary distractions and expenses.

In a parallel announcement, Barnwell disclosed that Alexander C. Kinzler, a major stockholder holding 9.8% of the company, has opted not to pursue election at the annual meeting, a decision influenced by the outcomes of recent consent solicitation by the Sherwood Group. The leadership transition comes at a challenging time for Barnwell, with InvestingPro data showing a 20.7% revenue decline over the last twelve months and negative earnings per share of $0.71. Horowitz expressed gratitude for Kinzler’s contributions and guidance. He also acknowledged the anticipated addition of Heather Isidoro to the board, highlighting the industry expertise and fresh perspectives she is expected to contribute.

The company plans to submit supplemental materials to the Securities and Exchange Commission, which will cover details of the uncontested annual meeting, the court ruling, and Kinzler’s decision against standing for election.

This press release also contained forward-looking statements, as identified by phrases like "expects," "anticipates," and "plans," which involve certain risks and uncertainties. For investors seeking deeper insights into Barnwell’s financial health and future prospects, InvestingPro offers comprehensive analysis with additional real-time metrics and exclusive financial health scores that can help evaluate the company’s trajectory. These statements reflect the board and management team’s current beliefs and expectations but are subject to change due to various factors. Barnwell has cautioned investors not to place undue reliance on these forward-looking statements, which are only relevant as of the date of the press release. The company has committed to updating the public with any future revisions to these statements as necessary.

The information presented in this article is based on a press release statement from Barnwell Industries, Inc.

In other recent news, Barnwell Industries has been actively addressing a consent solicitation initiated by Ned Sherwood. The company clarified that Alex Kinzler, Executive Chairman, General Counsel, and Corporate Secretary, has not endorsed Sherwood’s campaign to replace Barnwell’s Board of Directors. Barnwell is advising shareholders to disregard any communications from Sherwood, emphasizing that the proposed board takeover could negatively impact shareholder value. The company also reported changes in holdings by its directors and executive officers, which have been documented in SEC filings. Additionally, Barnwell announced the resignation of Mr. Laurance Narbut from its Board of Directors, citing personal reasons. The resignation was not due to any disagreements with the company’s operations or policies. Barnwell has yet to announce a successor or detail how the departure will affect the Board and the Reserves Committee. Investors are watching for further announcements regarding the company’s plans to fill the vacancy.

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