BARNWELL INDUSTRIES INC
For the period ended Jun 29, 2026. Filed May 21, 2026.
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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.
Jun 29, 2026 · Filed May 21, 2026
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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 | ☒ |
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| Filed by a Party other than the Registrant | ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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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. |
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| ☐ | Fee computed on in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| ☐ | Fee paid previously with preliminary materials. |
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Notice of 2026 Annual Meeting of Stockholders
To the Stockholders of BARNWELL INDUSTRIES, INC.:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of BARNWELL INDUSTRIES, INC., a Delaware corporation, will be held on June 29, 2026, at 10:00 a.m., Central Daylight Time, in the Barnwell executive offices, 24 Greenway Plaza, Suite 1800Q, Houston, Texas 77046 (including any adjournments, postponements or continuations, the “2026 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 approval of amendments to the 2018 Equity Incentive Plan (the “2018 Plan”) to (i) increase the number of shares available for issuance under the 2018 Plan from 1,600,000 to 3,080,000, and (ii) increase the individual annual share limits set forth in Section 4.2 of the 2018 Plan; |
| (3) | ratification of certain equity awards granted in excess of individual share limits under the 2018 Plan; |
| (4) | an advisory (non-binding) vote on executive compensation; |
| (5) | an advisory (non-binding) vote on the frequency of the advisory vote on executive compensation; |
| (6) | 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, 2026; and |
| (7) | transacting any other business which may properly come before the 2026 Annual Meeting. |
Only stockholders of record at the close of business on May 4, 2026, are entitled to notice of, and to vote at, the 2026 Annual Meeting. If you have received this notice by mail, the Company’s Annual Report to Stockholders for the fiscal year ended September 30, 2025, 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 2026 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, please contact Georgeson Advisors (“Georgeson”), our proxy solicitor assisting us in connection with the 2026 Annual Meeting. Stockholders may call Georgeson toll free at +1 (888) 550-7420 or contact them by email at: Barnwell2026@georgeson.com.
By Order of the Board of Directors,
/s/ Philip F. Patman, Jr.
PHILIP F. PATMAN, JR.
Secretary
Dated: May 20, 2026
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS MEETING TO BE HELD ON JUNE 29, 2026:
This Notice of the 2026 Annual Meeting of Stockholders, the accompanying proxy statement, the form of proxy card and Barnwell’s 2025 Annual Report on Form 10-K for the fiscal year ended September 30, 2025, are being mailed to stockholders who have requested hard copies on or after May 20, 2026.
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 2026 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 | 12 |
| COMPENSATION COMMITTEE | 12 |
| NAMED EXECUTIVE OFFICERS OF THE COMPANY | 13 |
| EXECUTIVE COMPENSATION | 13 |
| DIRECTOR COMPENSATION | 19 |
| PAY VERSUS PERFORMANCE | 16 |
| AUDIT COMMITTEE | 20 |
| REPORT OF THE AUDIT COMMITTEE | 21 |
| EXECUTIVE COMMITTEE | 22 |
| NOMINATING COMMITTEE | 22 |
| RESERVES COMMITTEE | 22 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 23 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 23 |
| PROPOSAL NO. 2 APPROVAL OF AMENDMENTS TO THE 2018 EQUITY INCENTIVE PLAN | 25 |
| PROPOSAL NO. 3 RATIFICATION OF EQUITY AWARDS GRANTED IN EXCESS OF INDIVIDUAL SHARE LIMITS UNDER THE 2018 PLAN | 33 |
| PROPOSAL NO. 4 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION | 36 |
| PROPOSAL NO. 5 ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION | 37 |
| PROPOSAL NO. 6 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, 2026 | 38 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 39 |
| CODE OF ETHICS | 40 |
| SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 40 |
| GENERAL | 42 |
| APPENDIX A – Amendment to 2018 Equity Incentive Plan | 43 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.