---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-25-034938"
form_type: "8-K"
ticker: "BRN"
cik: "0000010048"
company_name: "BARNWELL INDUSTRIES INC"
filed_at: "2025-09-15T23:59:59+00:00"
generated_at: "2026-05-17T06:35:24.881261+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Barnwell reduces quorum to 33 1/3% for 2025 annual meeting amid proxy contest with Sherwood

## Summary
- Board amended bylaws to reduce quorum from majority to 33 1/3% on a one-time basis for the 2025 meeting.
- Annual meeting adjourned to Sept 19, 2025; previously submitted proxies will be voted unless revoked.
- Company says Sherwood Group defeated quorum, causing multiple adjournments and additional costs.
- Board recommends voting FOR its four nominees; urges stockholders to discard green proxy cards from Sherwood.
- Company remains open to settlement discussions but says Sherwood rejected offers seeking board control.

## SEC filing metadata
- accession: 0001140361-25-034938
- form_type: 8-K
- ticker: BRN
- cik: 0000010048
- company_name: BARNWELL INDUSTRIES INC
- filed_at: 2025-09-15T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/10048/000114036125034938/0001140361-25-034938-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/10048/000114036125034938/ef20055578_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-034938
- JSON: https://secwatch.observer/filing/0001140361-25-034938.json
- Plain text: https://secwatch.observer/filing/0001140361-25-034938.txt

## Key facts
- Governance Changes
  BARNWELL INDUSTRIES INC: Reduced quorum requirement for 2025 annual meeting to 33 1/3% on a one-time basis (effective 2025-09-10).
  - Change: bylaw amendment
  - Effective: 2025-09-10
  source text: On September 10, 2025, the Board of Directors of Barnwell Industries, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws Amendment”) to reduce the quorum needed to transact business at the 2025 annual meeting of stockholders (including any adjournment or postponement thereof) on a one-time, limited basis to thirty three one-third percent (33 1/3%) of the Company’s voting power of the issued and outstanding shares of capital stock of the Company entitled to vote thereat, present in person or represented by proxy.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10048/000114036125034938/0001140361-25-034938-index.htm

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