---
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"
generated_at: "2026-05-21T00:57:44.844641+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# BRN consent solicitation: two directors removed, one elected, bylaw restored

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.02, 5.07, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-019788
- JSON: https://secwatch.observer/filing/0001140361-25-019788.json
- Plain text: https://secwatch.observer/filing/0001140361-25-019788.txt

## Key facts
- Executive change
  Douglas N. Woodrum was removed as Director at BARNWELL INDUSTRIES INC.
  - Action: removed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/10048/000114036125019788/0001140361-25-019788-index.htm
- Executive change
  Heather Isidoro was elected as Director at BARNWELL INDUSTRIES INC.
  - Action: elected
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/10048/000114036125019788/0001140361-25-019788-index.htm
- Executive change
  Alexander C. Kinzler was removed as Director at BARNWELL INDUSTRIES INC.
  - Action: removed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/10048/000114036125019788/0001140361-25-019788-index.htm
- Governance Changes
  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).
  - Change: bylaw amendment
  - Effective: 2025-05-16
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/10048/000114036125019788/0001140361-25-019788-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.