BRN 8-K
Barnwell Industries Inc (BRN)
8-K
2026-07-06
For: 2026-06-29
View Original
Added on
July 07, 2026
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): June 29, 2026
(Exact Name of Registrant as Specified in its Charter)
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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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(Address of Principal Executive Offices) (Zip Code)
(713 ) 730-7026
(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:
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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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Securities registered pursuant to Section 12(b) of the Act:
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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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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 29, 2026, the stockholders of Barnwell Industries, Inc. (the
“Company”) approved and adopted amendments (the “Plan Amendment”) to the Company’s 2018 Equity Incentive Plan, as amended (the “Plan”), at its 2026 annual meeting of stockholders (the “Annual Meeting”). A summary of the material terms of the Plan,
as amended by the Plan Amendment, is included under the heading “Proposal 2: Approval of Amendments to the 2018 Equity Incentive Plan” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities
and Exchange Commission on May 21, 2026. The summary is qualified in its entirety by reference to the full text of the Plan, as amended by the Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders
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The Company held its Annual Meeting on June 29, 2026. The record date for the Annual Meeting was May 4, 2026. As of the record date, there were 14,338,575 shares of the Company’s common stock, $0.50 par value per share, outstanding and entitled
to vote. A quorum was present at the Annual Meeting, with 12,418,444 (86.6%) shares of common stock represented in person or by proxy.
The final voting results for each proposal submitted to a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1 — Election of Directors
Stockholders elected six directors to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and
qualified. Directors are elected by a plurality of votes cast. The voting results were as follows:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Craig D. Hopkins
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6,860,414
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3,518,570
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2,039,460
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Philip F. Patman, Jr.
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9,793,757
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585,227
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2,039,460
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Kenneth S. Grossman
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5,609,890
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4,769,094
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2,039,460
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Joshua S. Horowitz
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6,730,271
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3,648,713
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2,039,460
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Philip J. McPherson
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6,855,728
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3,523,256
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2,039,460
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Joshua E. Schechter
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9,813,542
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565,442
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2,039,460
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Each of the six nominees listed above was elected to serve as a director until the 2027 annual meeting of stockholders and until his successor is duly
elected and qualified.
Proposal 2 — Approval of Amendments to the 2018 Equity Incentive Plan
Stockholders voted on a proposal to approve amendments to the Barnwell Industries, Inc. 2018 Equity Incentive Plan to (i) increase the number of
shares of common stock available for issuance under the 2018 Plan from 1,600,000 to 3,080,000, and (ii) increase the individual annual share limits set forth in Section 4.2 of the 2018 Plan. Approval required the affirmative vote of a majority of
shares present in person or by proxy and entitled to vote. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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6,738,873
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3,619,386
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20,725
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2,039,460
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The proposal was approved.
Proposal 3 — Ratification of Certain Equity Awards Previously Granted in Excess of Individual Share Limits
Stockholders voted on a proposal to ratify certain equity awards previously granted in excess of the individual share limits under the 2018 Equity
Incentive Plan. Approval required the affirmative vote of a majority of shares present in person or by proxy and entitled to vote. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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9,696,980
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646,480
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35,524
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2,039,460
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The proposal was approved.
Proposal 4 — Advisory Vote to Approve Named Executive Officer Compensation
Stockholders voted on an advisory (non-binding) proposal to approve the compensation of the Company’s named executive officers, as disclosed in the
Company’s proxy statement dated May 20, 2026. Approval required the affirmative vote of a majority of shares present in person or by proxy and entitled to vote. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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7,046,282
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3,275,995
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56,707
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2,039,460
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The advisory vote on named executive officer compensation was approved on a non-binding, advisory basis.
Proposal 5 — Advisory Vote on Frequency of Future Say-on-Pay Votes
Stockholders voted on an advisory (non-binding) proposal regarding the frequency of future advisory votes on the compensation of the Company’s named
executive officers (every one year, two years, or three years). The voting results were as follows:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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9,493,394
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6,837
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621,583
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257,215
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N/A
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A frequency of one year received the highest number of votes cast. This vote is advisory and non-binding on the Company and the Board of Directors. In
light of the result of the stockholder vote and in accordance with the Board’s recommendation, the Board has determined that the Company will conduct “say on pay” votes once every year until the next required advisory vote regarding the frequency of
such votes. The next advisory vote regarding “say on pay” frequency is currently expected to be held at the Company’s 2032 Annual Meeting of Stockholders.
Proposal 6 — Ratification of Independent Registered Public Accounting Firm
Stockholders voted on a proposal to ratify the selection of Weaver & Tidwell, L.L.P. as the Company’s independent registered public accounting
firm for the fiscal year ending September 30, 2026. Approval required the affirmative vote of a majority of shares present in person or by proxy and entitled to vote. The voting results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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11,960,926
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432,926
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24,592
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N/A
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The ratification of Weaver & Tidwell, L.L.P. as the Company’s independent registered public accounting firm was approved.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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Amendment to the Barnwell Industries, Inc. 2018 Equity Incentive Plan
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: July 6, 2026
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BARNWELL INDUSTRIES, INC.
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By:
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/s/ Philip F. Patman, Jr.
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Name:
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Philip F. Patman Jr.
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Title:
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Chief Financial Officer and Treasurer
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Exhibit 10.1
AMENDMENT NO. 1
BARNWELL INDUSTRIES, INC.
TO AMENDED AND RESTATED
2018 EQUITY INCENTIVE PLAN
Section 4.1 Plan Share Limits and Section 4.2 Individual Share Limits, shall be amended and restated in their entirety to read as follows:
4.1 Plan
Share Limits. Subject, however, to the provisions of Section 8 of the Plan, a total of 3,800,000 shares of Stock shall be authorized for Awards granted under the Plan. The maximum number of shares of Stock (subject to adjustment
under Section 8 of the Plan) which may be the subject of Incentive Stock Options is 3,800,000. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury.
4.2 Individual Share Limits. Subject to adjustment as provided in Section 8
of the Plan, the maximum number of shares of Stock that: (i) may be subject to Options that are Incentive Stock Options that are granted to any individual during any calendar year shall not exceed 340,000 shares of Stock; (ii) may be subject
Options (other than Incentive Stock Options) and Stock Appreciation Rights that are granted to any individual during any calendar year shall not exceed 340,000 shares of Stock; (iii) may be subject to Restricted Stock Awards and Restricted Stock
Unit Awards that are granted to any individual during any calendar year shall not exceed 270,000 shares of Stock and (iv) may be subject to all other Awards, including Awards intended to constitute Qualified Performance Awards, granted to any
individual during any calendar year shall not exceed 100,000 shares of Stock. Notwithstanding the foregoing, for a non-employee director who is receiving a Stock Grant in lieu of fees, the maximum number of shares of Stock that such director may
receive with respect to such Stock Grant shall be equal to the greater of the individual limit for Stock Grants above or the dollar value of such director’s director fees (including any additional fees for committee or similar work) for a year.