UNITED STATES
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 17, 2023
BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
| 1-05103
| 72-0496921
|
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1100 Alakea Street, Suite 500
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)
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)) |
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
|
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 17, 2023, the Company held its 2023 Annual Meeting of Stockholders. The final results for each of the matters submitted to a vote of stockholders at the meeting were as follows:
| 1. | The following individuals were elected as directors to serve until the 2024 Annual Meeting of Stockholders: |
| | Votes For | | Votes Withheld | | Broker Non-votes |
| Kenneth S. Grossman | 5,165,761 | | 410,346 | | 2,833,185 |
| Joshua S. Horowitz | 5.395,603 | | 180,504 | | 2,833,185 |
| Alexander C. Kinzler | 5,388,071 | | 188,036 | | 2,833,185 |
| Laurance E. Narbut | 5,395,724 | | 180,383 | | 2,833,185 |
| Douglas N. Woodrum | 4,161,965 | | 1,414,142 | | 2,833,185 |
| 2. | Stockholders approved, on an advisory basis, the compensation of our named executive officers described in the Proxy Statement dated March 6, 2023 relating to our 2023 Annual Meeting of Stockholders. The results of the vote were as follows: |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 5,331,037 | | 216,884 | | 28,186 | | 2,833,185 |
| 3. | Stockholders favored, on an advisory basis, a frequency of every three years for a stockholder vote on the compensation of our named executive officers. As a result, the Board of Directors has determined that we will hold say-on-pay votes every three years until the next required advisory vote on the frequency of say-on-pay votes. The results of the vote were as follows: |
| One Year | | Two Years | | Three Years | | Votes Abstaining | | Broker Non-votes |
| 1,490,175 | | 19,274 | | 4,029,999 | | 36,659 | | 2,833,185 |
| 4. | Stockholders ratified the appointment of Weaver and Tidwell LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2023. The results of the vote were as follows: |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-votes |
| 8,284,573 | | 118,524 | | 6,195 | | — |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 18, 2023 | |
| | |
| | BARNWELL INDUSTRIES, INC. |
| | |
| | By: | /s/ Russell M. Gifford |
| | | Name: | Russell M. Gifford |
| | | Title: | Executive Vice President and Chief Financial Officer |
Exhibit Index
| Exhibit No. | Description |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
