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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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(a) |
On May 6, 2022, Barnwell Industries, Inc. (“Barnwell”) held its 2022 Annual Meeting of Stockholders (the “Meeting”).
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(b) |
At the close of business on March 11, 2022, the record date for the Meeting, 9,956,687 shares of Barnwell’s common stock were outstanding and entitled to vote. A total of 7,810,284 shares of Barnwell’s common stock outstanding and
entitled to vote were present at the Meeting in person or by proxy, constituting a quorum. At the Meeting, stockholders voted on the election of directors, the approval of amendments to the 2018 Equity Incentive Plan, to amend the
Company’s certificate of incorporation to increase the authorized shares of common stock from 20,000,000 to 40,000,000, to amend the Company’s certificate of incorporation to authorize blank-check preferred stock and the ratification of
Weaver & Tidwell, L.L.P. as Barnwell’s independent auditor for the fiscal year ending September 30, 2022. All nominees were elected, the amendments to the 2018 Equity Incentive Plan were approved, the amendment to the Company’s
certificate of incorporation to increase the authorized shares of common stock from 20,000,000 to 40,000,000 was approved, the amendment to the Company’s certificate of incorporation to authorize blank-check preferred stock was not approved
and the ratification of Weaver & Tidwell, L.L.P. as the independent auditor for the fiscal year ending September 30, 2022 was approved. The results of the Meeting were as follows (as certified to Barnwell on May 6, 2022 by the
independent inspectors of election for the Meeting):
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For
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Withheld/
Against
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Abstain
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Broker
Non-Votes
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1. Election of Directors
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Kenneth S. Grossman
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5,700,629
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662,253
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0
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1,447,402
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Francis J. Kelly
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6,009,089
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353,793
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0
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1,447,402
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Alexander C. Kinzler
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5,637,702
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725,180
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0
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1,447,402
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Philip J. McPherson
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5,940,213
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422,669
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0
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1,447,402
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Peter J. O’Malley
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5,800,157
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562,725
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0
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1,447,402
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Bradley M. Tirpak
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5,211,098
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1,151,784
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0
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1,447,402
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Douglas N. Woodrum
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5,311,923
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1,050,959
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0
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1,447,402
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2. Amendments to the 2018 Equity Incentive Plan
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5,713,428
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580,518
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68,936
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1,447,402
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3. Amendment to the Company’s certificate of incorporation to increase the authorized shares of common stock from 20,000,000 to 40,000,000
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6,910,457
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897,230
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2,597
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0
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4. Amendment to the Company’s certificate of incorporation to authorize blank-check preferred stock
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2,959,016
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3,083,426
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320,440
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1,447,402
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5. Ratification of appointment of Independent Auditor
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7,542,048
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257,238
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10,998
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0
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Dated: May 6, 2022
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BARNWELL INDUSTRIES, INC.
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By:
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/s/ Russell M. Gifford
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Name:
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Russell M. Gifford
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Title:
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Executive Vice President and
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Chief Financial Officer
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