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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): May 20, 2024

BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
1-5103
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.
 
(a)
On May 20, 2024, Barnwell Industries, Inc. (“Barnwell”) held its 2024 Annual Meeting of Stockholders (the “Meeting”).
 
(b)
At the close of business on April 1, 2024, the record date for the Meeting, 10,028,090 shares of Barnwell’s common stock were outstanding and entitled to vote.  A total of 8,649,522 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 and the ratification of Weaver & Tidwell, L.L.P. as Barnwell’s independent registered public accounting firm for the fiscal year ending September 30, 2024.  All nominees were elected and the ratification of Weaver & Tidwell, L.L.P. as Barnwell’s independent registered public accounting firm for the fiscal year ending September 30, 2024 was approved. The results of the Meeting were as follows (as certified to Barnwell on May 20, 2024 by the independent inspectors of election for the Meeting):

   
 
For
  
Withheld/
Against
  
 
Abstain
  
Broker
Non-Votes
1.  Election of Directors
                
                 
Kenneth S. Grossman
  
5,509,053
  
   639,241
  
0
  
2,501,228
Joshua S. Horowitz
  
4,726,332
  
1,421,962
  
0
  
2,501,228
Alexander C. Kinzler
  
5,751,814
  
   396,480
  
0
  
2,501,228
Laurance E. Narbut
  
5,835,792
  
   312,502
  
0
  
2,501,228
Douglas N. Woodrum
  
5,049,035
  
1,099,259
  
0
  
2,501,228
                 
2. Ratification of the appointment of Independent Registered Public Accounting Firm
  
8,269,217
  
360,739
  
19,566
  
0

2
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:  May 21, 2024
 
 
BARNWELL INDUSTRIES, INC.
   
 
By:
   /s/ Alexander C. Kinzler
 
 
Name:
Alexander C. Kinzler
 
 
Title:
General Counsel and Secretary


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