BARNWELL INDUSTRIES INC
For the period ended May 20, 2024. Filed Apr 2, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2024 · Filed Apr 2, 2024
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DEF 14A 1 ny20021884x1_def14a.htm DEF 14A
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Barnwell Industries, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee computed on in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| ☐ | Fee paid previously with preliminary materials. |
BARNWELL INDUSTRIES, INC.
Notice of 2024 Annual Meeting of Stockholders
To the Stockholders of BARNWELL INDUSTRIES, INC.:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of BARNWELL INDUSTRIES, INC., a Delaware corporation, will be held on May 20, 2024, at 9:00 a.m., Hawaii Standard Time, in Suite 210, Alakea Corporate Tower, 1100 Alakea Street, Honolulu, Hawaii (including any adjournments, postponements or continuations, the “2024 Annual Meeting”), for the following purposes:
| (1) | the election of directors named herein to serve until the next annual meeting of stockholders and until their respective successors may be elected and qualified; |
| (2) | the ratification of the appointment of Weaver and Tidwell, L.L.P. as our independent registered public accounting firm for the fiscal year ending September 30, 2024; and |
| (3) | transacting any other business which may properly come before the 2024 Annual Meeting. |
Only stockholders of record at the close of business on April 1, 2024, are entitled to notice of, and to vote at, the 2024 Annual Meeting. If you have received this notice by mail, the Company’s Annual Report to Stockholders for the fiscal year ended September 30, 2023, as amended, which includes consolidated financial statements, is enclosed herewith, and it is otherwise available for viewing and printing on www.proxyvote.com and under the “Investors” and “SEC Filings” tabs of Barnwell’s website at http://www.brninc.com. Information on our website does not constitute part of the Company’s proxy solicitation materials.
We will be pleased to have you attend the 2024 Annual Meeting. However, if you are unable to do so, please sign and return the accompanying proxy card in the enclosed addressed envelope or vote by telephone or via the Internet. If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact Investor Relations.
If you have any questions or require any additional information concerning this Proxy Statement, please contact the Company at the address set forth on page 26 below.
By Order of the Board of Directors,
/s/ Alex C. Kinzler ALEXANDER C. KINZLER Secretary
Dated: April 2, 2024
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 20, 2024:
This Notice of the 2024 Annual Meeting of Stockholders, the accompanying proxy statement, the form of proxy card and Barnwell’s 2023 Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as amended by Form 10-K/A Amendment No. 1, are being mailed to stockholders who have requested hard copies on or after April 2, 2024.
These materials are available for viewing and printing by registered and beneficial stockholders on www.proxyvote.com and otherwise under the “Investors” and “SEC Filings” tabs of Barnwell’s website at http://www.brninc.com. Information on our website does not constitute part of the Company’s proxy solicitation materials.
PROXY STATEMENT
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE 2024 ANNUAL MEETING | 1 |
| SOLICITATION AND REVOCATION OF PROXIES | 5 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 7 |
| NOMINEES TO THE BOARD OF DIRECTORS | 8 |
| BOARD LEADERSHIP STRUCTURE; RISK OVERSIGHT | 13 |
| COMPENSATION COMMITTEE | 13 |
| NAMED EXECUTIVE OFFICERS OF THE COMPANY | 14 |
| EXECUTIVE COMPENSATION | 14 |
| DIRECTOR COMPENSATION | 17 |
| AUDIT COMMITTEE | 18 |
| REPORT OF THE AUDIT COMMITTEE | 19 |
| EXECUTIVE COMMITTEE | 20 |
| NOMINATING COMMITTEE | 20 |
| RESERVES COMMITTEE | 21 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 21 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 21 |
| PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF WEAVER AND TIDWELL, L.L.P. AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2024 | 24 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 24 |
| CODE OF ETHICS | 25 |
| SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING | 25 |
| GENERAL | 27 |
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