NEW YORK, March 3, 2016 /PRNewswire/ -- Both leading independent proxy voting advisory firms Institutional Shareholder Services ("ISS") and Glass Lewis are recommending that stockholders of Barnwell Industries, Inc. (NYSE-MKT: BRN) vote FOR two stockholder proposals on the ballot at the upcoming annual meeting of the company to be held March 7, 2016. In addition, ISS is recommending WITHHOLD votes on three named directors.
The first proposal, put forth by Bradley Tirpak, is a "Stockholder Proposal to Separate the Chairman from the CEO." The second proposal, put forth by Ned Sherwood, is a "Stockholder Proposal to Allow Proxy Access." The two independent shareholders are seeking to improve corporate governance, increase independence of the board and reverse company underperformance.
ISS noted in their analysis that "the company has underperformed market peers over one, three, and five year periods" and reported that it had "identified a number of governance and performance issues which suggest that shareholders would benefit from enhanced independent board oversight in the form of an independent chair."
In support of the proxy access proposal, Glass Lewis bluntly stated, "A large, long term shareholder should be able to nominate a director." In their analysis, ISS concurred, "Proxy access, if structured properly, is an important shareholder right. "
"We are deeply gratified by the strong endorsement of ISS and Glass Lewis, and we also appreciate the overwhelming support we have received from other shareholders who have contacted us," Mr. Tirpak said. "This is clear recognition that Barnwell needs stronger governance and a better Board to lead the Company for the benefit of all shareholders."
"Obviously we believe Mr. Kinzler will vote his shares and the shares he controls in the Sudarsky estate to further entrench himself and his family," said Mr. Sherwood, "but we believe the board should follow the independent advisory firm's recommendations and implement both proposals immediately. The recent announcement to reduce management salaries , sell the Hawaiian vacation home, and sell the NY apartment are small steps in the right direction, but do not go far enough. Barnwell's shares recently hit a 25 year low. To put that in perspective, if Morton Kinzler who is now 90, had retired at 65, shareholders would inevitably be better off. Given his abysmal track record, it is time for the board to force Morton Kinzler to retire."
ISS recommended that shareholders WITHHOLD votes on ALL directors at last year's annual meeting. ISS is recommending that stockholders WITHHOLD votes on Morton Kinzler, Alexander Kinzler, and Russell Gifford at the upcoming annual meeting. In addition, Glass Lewis is recommending that stockholders WITHHOLD votes on Martin Anderson and Russell Gifford at the upcoming annual meeting. Ned Sherwood, the company's largest independent stockholder, urges all stockholders to WITHHOLD votes for ALL directors at the meeting to be held March 7, 2016.
SOURCE Ned Sherwood