{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-019788","form_type":"8-K","ticker":"BRN","cik":"0000010048","company_name":"BARNWELL INDUSTRIES INC","filed_at":"2025-05-19T23:59:59+00:00","discovered_at":"2026-05-14T18:02:47.130484+00:00","generated_at":"2026-05-21T00:57:44.844641+00:00","sec_items":["5.02","5.07","5.03","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"BRN consent solicitation: two directors removed, one elected, bylaw restored","bullets":["Sherwood Group consent solicitation certified May 16: Proposal 1 (repeal board bylaw amendment) approved with 53.43% consent.","Directors Alexander Kinzler and Douglas Woodrum removed with 53.44% and 55.73% consent; Kenneth Grossman and Joshua Horowitz not removed.","Heather Isidoro elected to board with 53.44% consent; other Sherwood nominees failed to reach majority.","Bylaw amended to restore right of 25% stockholders to call special meetings."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-019788","json":"https://secwatch.observer/filing/0001140361-25-019788.json","markdown":"https://secwatch.observer/filing/0001140361-25-019788.md","text":"https://secwatch.observer/filing/0001140361-25-019788.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/10048/000114036125019788/0001140361-25-019788-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/10048/000114036125019788/ef20049292_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-21T00:57:44.844641+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"43d0e85365","claim":"Douglas N. Woodrum was removed as Director at BARNWELL INDUSTRIES INC.","evidence_excerpt":"As discussed in Item 5.07 below, the requisite written consents were received with respect to Proposal 1, and with respect to Proposals 2 and 3, the requisite written consents were received to remove Mr. Kinzler and Mr. Woodrum from the Board and to elect Ms. Isidoro to the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/10048/000114036125019788/0001140361-25-019788-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"removed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"bfecfa2ae7","claim":"Heather Isidoro was elected as Director at BARNWELL INDUSTRIES INC.","evidence_excerpt":"On May 16, 2025, following the certification by the independent inspector of elections of the Consent Solicitation results, Ms. Isidoro was elected to the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/10048/000114036125019788/0001140361-25-019788-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"elected"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"db01b52fda","claim":"Alexander C. Kinzler was removed as Director at BARNWELL INDUSTRIES INC.","evidence_excerpt":"As discussed in Item 5.07 below, the requisite written consents were received with respect to Proposal 1, and with respect to Proposals 2 and 3, the requisite written consents were received to remove Mr. Kinzler and Mr. Woodrum from the Board and to elect Ms. Isidoro to the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/10048/000114036125019788/0001140361-25-019788-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"removed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"db41fd53c72de1e090a12ca4d56d7e2049a2f4c1","claim":"BARNWELL INDUSTRIES INC: Stockholders holding at least 25% of outstanding capital stock may call a special meeting; the ability had been removed by an amendment effective February 4, 2025 (effective 2025-05-16).","evidence_excerpt":"Article I, Section 1.2 of the Bylaws of the Company was amended to add the ability of stockholders of record who hold at least twenty-five percent (25%) in amount of the entire issued and outstanding capital stock of the Company to call a special meeting of stockholders of the Company.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/10048/000114036125019788/0001140361-25-019788-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-05-16"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}