Barnwell settles proxy fight, adds two directors, adopts standstill with MRMP stockholders

BARNWELL INDUSTRIES INC

Appointed Joshua Horowitz and Laurance Narbut to the Board; they are independent under NYSE rules.
Company will nominate Kinzler, Grossman, Woodrum, Horowitz, and Narbut for election at 2023 and 2024 annual meetings.
MRMP stockholders agreed to standstill until ten business days before 2025 nomination deadline; ownership capped at 28% then 30%.
Board elected Kenneth Grossman as Chairman on January 21, 2023.
Company will terminate its Tax Benefits Preservation Plan and reimburse MRMP stockholders' reasonable expenses.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BARNWELL INDUSTRIES INC entered into Cooperation and Support Binding Term Sheet with Alexander C. Kinzler, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, NLS Advisory Group, Inc. and Ned L. Sherwood (effective 2023-01-21).

Action: entry
Counterparty: Alexander C. Kinzler, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, NLS Advisory Group, Inc. and Ned L. Sherwood
Effective: 2023-01-21

Exact text from the filing

On January 21, 2023, Barnwell Industries, Inc. (“Barnwell” or the “Company”) entered into a Cooperation and Support Binding Term Sheet (the “Cooperation Agreement”) with Alexander C. Kinzler, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, NLS Advisory Group, Inc. and Ned L. Sherwood (collectively, the “MRMP Stockholders”)

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Source: SEC EDGAR

accession 0001140361-23-002894

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