DFAN14A 1 tm2012115d2_dfan14a.htm DFAN14A

 

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 14A
(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

Filed by the Registrant o

Filed by a Party other than the Registrant x

Check the appropriate box:

¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨Definitive Proxy Statement
xDefinitive Additional Materials
¨Soliciting Material Pursuant to Rule 14a-12

  

BARNWELL INDUSTRIES, INC.

(Name of Registrant as Specified in its Charter)

 

NED L. SHERWOOD

NLS ADVISORY GROUP, INC.

MRMP-MANAGERS LLC

BRADLEY M. TIRPAK

SCOTT D. KEPNER

DOUGLAS N. WOODRUM

PHILLIP J. MCPHERSON

 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

xNo fee required.

oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:
  

(2)  

Aggregate number of securities to which transaction applies: 

   

(3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 

   

(4)  

Proposed maximum aggregate value of transaction: 

   

(5)  

Total fee paid: 

   

  

oFee paid previously with preliminary materials.

oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)  

Amount Previously Paid: 

   

(2)  

Form, Schedule or Registration Statement No.: 

   

(3)  

Filing Party: 

   

(4)  

Date Filed: 

   

 

 

 

 

 

Ned L. Sherwood, Bradley M. Tirpak, NLS Advisory Group, Inc., and MRMP-Managers LLC have filed with the SEC, and mailed to shareholders, a definitive proxy statement and a blue proxy card in connection with their solicitation of votes for the election of director nominees at the 2020 annual meeting of shareholders of Barnwell Industries, Inc.

 

A script for making calls related to their definitive proxy statement follows:

 

1.I am calling on behalf of MRMP, Ned Sherwood and Brad Tirpak to speak with you about Barnwell Industries.

 

2.We recently filed a proxy to elect a new board because we are unhappy with the company performance.

 

3.You should be receiving a notice from your broker on how to vote….

 

4.Please vote on the Blue proxy card for Ned Sherwood and Brad Tirpak and their nominees on the Blue card.

 

5.If you would like to discuss their plans, or have any questions on how to vote, please call me at 646-921-2080 and I will arrange a phone call.

__________________

 

Ned L. Sherwood, Bradley M. Tirpak, NLS Advisory Group, Inc., and MRMP-Managers LLC have filed with the SEC, and mailed to shareholders on or about March 4, 2020, a definitive proxy statement and a blue proxy card in connection with their solicitation of votes for the election of director nominees at the 2020 annual meeting of shareholders of Barnwell Industries, Inc. Ned L. Sherwood Revocable Trust, of which Ned L. Sherwood is the beneficiary and the trustee, holds 238,038 shares of common stock of Barnwell, and MRMP-Managers LLC, of which Mr. Sherwood is the Chief Investment Officer, holds 1,000,211.138 shares of common stock of Barnwell. Mr. Sherwood is deemed to beneficially own all of these shares. Bradley M. Tirpak holds 34,127 shares of common stock of Barnwell. Ned L. Sherwood, Bradley M. Tirpak, NLS Advisory Group, Inc., and MRMP-Managers LLC, and their nominees to the Barnwell board are the participants in this proxy solicitation. Information regarding the participants and their interests in the solicitation is included in their proxy statement and other materials filed with the SEC. 

 

SHAREHOLDERS OF BARNWELL SHOULD READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE AS THEY CONTAIN IMPORTANT INFORMATION RELATING TO THE ANNUAL MEETING, THE NOMINEES TO THE BOARD, AND SOLICITATION OF PROXIES. THESE PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV OR FROM ALLIANCE ADVISORS, LLC.

 

Contacts:

 

Peter Casey

Alliance Advisors

(800) 574-5961

pcasey@allianceadvisors.com

 

Maria Andriasova

NLS Advisory Group, Inc.

(646) 921-2080

mandriasova@SherwoodFamilyOffice.com