Shareholders elected all the company’s director nominees to the Board of Barnwell Industries (BRN)

Key Summary: On January 27, 2021, Barnwell settled with MRMP to re-nominate board representatives. MRMP planned a proxy contest in 2022, and in January 2023, Barnwell agreed to nominate new directors. On January 21, 2025, MRMP terminated the agreement due to a breach and plans to file a proxy statement for new board nominations. On January 28, 2025, Ned L. Sherwood (30%) condemned the company’s shareholder rights plan as a move to protect ineffective management and the Kinzler/Grossman family's interests. On February 14, 2025, Ned L. Sherwood submitted a slate of five director nominees for consideration at the company's 2025 Annual Meeting. On September 16, 2025, the Sherwood Group (29.9% holder) accused Barnwell directors Grossman and Horowitz of adjourning the annual meeting again, lowering quorum rules to entrench themselves, ignoring potential $10–15M recoveries, wasting resources, and pushing BRN toward insolvency despite weak shareholder support. At the AGM held on September 19, 2025, shareholders elected all the company’s director nominees to the Board.

Market Cap: $12 million | Barnwell Industries, Inc. operates in four segments namely Oil and Natural Gas Segment, Land Investment Segment, Contract Drilling Segment and Residential Real Estate Segment

  • On January 27, 2021, Barnwell entered into a settlement agreement with the shareholder group consisting of MRMP-Managers LLC, NLS Advisory Group, Inc., Ned L. Sherwood, and Bradley M. Tirpak. Pursuant to it, the company would re-nominate MRMP-Managers’ three representatives to the board at 2021 AGM.
  • With respect to the annual meeting of shareholders of the Company scheduled to be held on May 6, 2022, ISS and Glass, Lewis have each recommended that shareholders vote against the Company’s Proposal No. 4, the proposal to amend the Company’s certificate of incorporation to authorize blank-check preferred stock. Pursuant to the Cooperation and Support Agreement dated January 27, 2021 with the Company, as a result of the adverse recommendations released by ISS and Glass Lewis, Mr. Sherwood (18.3%) will vote his shares against the Company’s Proposal No. 4. Source
  • At the AGM held on May 6, 2022, the amendment to the Company’s certificate of incorporation to authorize blank-check preferred stock was not approved.
  • On October 27, 2022, MRMP-Managers LLC (20.1%) has announced that it plans to run a proxy contest for full board control at the company at its 2023 AGM. 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.” Source
  • On January 21, 2023, Barnwell entered into a settlement agreement with the shareholder group consisting of MRMP-Managers LLC and Ned L. Sherwood (together 19.6%) and pursuant to it,  the Company agreed to nominate Messrs. Woodrum, Grossman and Kinzler, along with two new independent directors, Joshua Horowitz and Laurance Narbut, for election to the Board  AGM and 2024 AGM.  
  • On January 21, 2025, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, and Ned L. Sherwood terminated their Cooperation and Support Agreement with Barnwell Industries due to a material breach by the Company involving a "Special Committee" that overstepped its authority. As a result, the shareholder group is free to purchase additional shares and plan to file a proxy statement to nominate directors at the next annual meeting if the Company rejects their proposals. Sherwood, frustrated by excessive compensation to management and resistance from the board, is now proposing a new slate of five directors to focus on value-building and fair treatment for all shareholders while removing Kinzler, Grossman, and their associates. Source
  • On January 28, 2025, Ned L. Sherwood (30%) condemned the company’s shareholder rights plan as a move to protect ineffective management and the Kinzler/Grossman family's interests. He criticized excessive legal fees and executive compensation, especially amid poor performance. Sherwood urged shareholders to support his efforts for change, stating he had backing from at least 40% of shares and called for both sides to use personal funds for any legal battles. Source
  • On February 5, 2025, Ned L. Sherwood, addressing shareholders, responded to inquiries regarding recent company actions and expenditures. He highlighted concerns over an $18 million company retaining Skadden Arps for a proxy fight, questioned the rationale behind a newly formed "Special Committee," and urged for the prompt scheduling of the 2025 Annual Meeting to mitigate unnecessary expenses. Source
  • On February 14, 2025, Ned L. Sherwood (30%) submitted a slate of five director nominees for consideration at the company's 2025 Annual Meeting, following unsuccessful attempts to agree on a board slate. The company reported a quarterly loss of $1.9 million or $0.19 per share, underscoring the urgency to elect his slate for a turnaround. The nominees, selected for their expertise in finance, oil and gas, mergers and acquisitions, investment, and private equity, aim to enhance shareholder value by optimizing oil assets, leveraging tax loss carryforwards, and reducing overhead costs. Source
  • On March 14, 2025, Ned L. Sherwood sent a letter to shareholders soliciting consent to replace the current board. The Sherwood Group claims that the current board's leadership has resulted in a 53.5% decline in BRN’s share price since 2002, arguing that their proposed board members, with over 172 years of collective experience, are better equipped to turn the company around. They urge shareholders to support the new slate by signing and returning the enclosed BLUE consent card.
  • On April 3, 2025, Ned L. Sherwood issued an open letter to the shareholders reiterating his consent solicitation to replace the entire board with five nominees. The proposed slate promises a strategic overhaul, emphasizing cost reduction, operational consolidation, and efficient use of tax assets to enhance shareholder value.
  • On April 17, 2025, Ned L. Sherwood issued a presentation arguing that urgent change is needed at Barnwell Industries due to years of underperformance, poor capital allocation, and entrenched management under President & COO Alex Kinzler, whose tenure has seen declining market cap, wasted capital, and minimal returns to shareholders. Highlighting a looming financial crisis—with under $2M in cash and expected losses in March 2025—they allege mismanagement, excessive executive pay, and shareholder disenfranchisement through tactics like bylaw changes and poison pill plans. To address this, Sherwood proposes replacing the board with five independent nominees, closing the Hawaii office, reducing overhead, leveraging tax assets, and focusing on disciplined, value-driven governance.
  • On August 21, 2025, The Sherwood Group (29.9%) accused Barnwell’s board of wasteful spending, poor governance, and entrenchment, highlighting the company’s worsening cash burn and a $3 million loss from a failed Texas investment. Sherwood demanded an immediate investigation into the Texas deal, alleging breaches of fiduciary duty by former and current directors, and warned that delaying action could forfeit potential multimillion-dollar recoveries critical to Barnwell’s survival. Source
  • On September 16, 2025, the Sherwood Group (29.9%) issued a letter to the shareholders criticizing Barnwell Industries’ directors Grossman and Horowitz for again adjourning the annual meeting due to lack of quorum, amending bylaws to lower quorum to 33.3%, and entrenching themselves despite weak shareholder support. Sherwood accused them of manipulating governance, wasting company resources, ignoring a potential $10–15M recovery from the Texas investment, pushing BRN toward insolvency, and nominating unqualified candidates like Phil McPherson, while stripping shareholders of their voice and rights.
  • At the AGM held on September 19, 2025, shareholders elected all the company’s director nominees, Kenneth S. Grossman, Joshua S. Horowitz, Craig D. Hopkins, and Philip J. McPherson to the board.

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