BARNWELL INDUSTRIES INC 8-K

What Happened

• Barnwell Industries, Inc. (BRN) filed an 8‑K disclosing results from its June 29, 2026 Annual Meeting. A quorum was present (12,418,444 shares, 86.6% of outstanding).
• Stockholders elected six directors to serve until the 2027 annual meeting and approved amendments to the 2018 Equity Incentive Plan. The Plan amendment and full amended plan are filed as Exhibit 10.1 to the 8‑K.

Key Details

• Record date: May 4, 2026; shares outstanding on record date: 14,338,575.
• Equity plan increase: authorized shares under the 2018 Plan raised from 1,600,000 to 3,080,000 (an increase of 1,480,000 shares, ~92.5%). Vote: 6,738,873 For; 3,619,386 Against; 20,725 Abstain (2,039,460 broker non‑votes).
• Director elections: six nominees elected (vote totals reported individually; all were elected by plurality). Example totals: Joshua E. Schechter 9,813,542 For; Kenneth S. Grossman 5,609,890 For.
• Ratifications and advisory votes: prior awards granted in excess of limits ratified (9,696,980 For); say‑on‑pay advisory approved (7,046,282 For); shareholders chose annual frequency for future say‑on‑pay votes (one year received the most votes).
• Auditor ratified: Weaver & Tidwell, L.L.P. approved as independent registered public accounting firm (11,960,926 For).

Why It Matters

• The approved equity plan increase nearly doubles the share pool available for employee and director awards, which supports compensation and retention programs but can increase potential future dilution for shareholders.
• Election of the six directors preserves board composition through 2027, providing continuity in governance.
• Ratification of past awards and annual say‑on‑pay support indicate majority shareholder backing of executive compensation practices and governance actions.
• Ratifying the independent auditor finalizes the company’s auditor for fiscal 2026, an important governance and financial reporting item.

Exhibit note: The amended 2018 Equity Incentive Plan (Exhibit 10.1) is filed with the 8‑K for full terms.