SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2020
BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-5103 | | 72-0496921 |
| (Commission File Number) | | (IRS Employer Identification No.) |
1100 Alakea Street, Suite 2900
Honolulu, Hawaii 96813
(Address of Principal Executive Offices) (Zip Code)
(808) 531-8400
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.50 Par Value | | BRN | | NYSE American |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e‑4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 3, 2020, Barnwell Industries, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the proposals voted upon at the Annual Meeting and the voting results for each proposal as certified to the Company on April 9, 2020 by the independent inspector of election for the Annual Meeting.
At the close of business on February 24, 2020, the record date for the Annual Meeting, 8,277,160 shares of the Company’s common stock were outstanding and entitled to vote. At the Annual Meeting, 6,926,885 shares of the Company’s common stock outstanding and entitled to vote were present in person or by proxy, constituting a quorum.
Proposal No. 1 – Election of Directors
The Company's board had nominated seven candidates for election as directors. As previously disclosed, a stockholder group (the “MRMP Group”) had nominated five candidates for election as directors in opposition to the Company’s director candidates.
The results for the election of directors was as follows:
| | | | | | | |
Company Nominees | | | | | | |
| James S. Barnwell, III | | | 3,378,587 | | | | 68,073 | |
| Erminia Bossio | | | 3,378,903 | | | | 68,389 | |
Kenneth S. Grossman | | | 3,379,504 | | | | 68,990 | |
| Robert J. Inglima, Jr. | | | 3,379,504 | | | | 68,990 | |
| Alexander C. Kinzler | | | 3,379,503 | | | | 68,989 | |
| Peter J. O'Malley | | | 3,379,504 | | | | 68,990 | |
| Kevin K. Takata | | | 3,378,903 | | | | 68,389 | |
| | | | | | | | | |
MRMP Group Nominees | | | | | | | | |
| Ned L. Sherwood | | | 3,230,283 | | | | 251,149 | |
| Scott D. Kepner | | | 3,230,156 | | | | 251,276 | |
| Phillip (Phil) J. McPherson | | | 3,475,088 | | | | 6,344 | |
| Bradley M. Tirpak | | | 3,472,833 | | | | 8,599 | |
| Douglas N. Woodrum | | | 3,472,583 | | | | 8,849 | |
Accordingly, Kenneth S. Grossman, Robert J. Inglima, Jr., Alexander C. Kinzler, Peter J. O'Malley, Bradley M. Tirpak, Phillip (Phil) J. McPherson and Douglas N. Woodrum were elected as directors of the Company for a term that will expire on the date of the 2021 Annual Meeting of Stockholders or until their respective successors are elected and qualified.
Proposal No. 2 – Approval, on an Advisory Basis, of Compensation of Named Executive Officers
The Company's stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s 2020 Proxy Statement, as follows:
| | | | |
| 3,855,863 | | 3,005,222 | | 65,800 |
Proposal No. 3 – Ratification of Appointment of KPMG LLP
The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent auditors for the year ending September 30, 2020, as follows:
| | | | |
| 3,970,311 | | 2,919,995 | | 36,579 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 9, 2020
| | BARNWELL INDUSTRIES, INC. |
| | |
| | By: | /s/ Russell M. Gifford |
| | | Name: | Russell M. Gifford |
| | | Title: | Executive Vice President and Chief Financial Officer |
