{"url_path":"/sec/brn/8-k/2026-07-06/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/10048/0001140361-26-027633-index.html","accession_number":"0001140361-26-027633","cik":"0000010048","ticker":"BRN","issuer_name":"BARNWELL INDUSTRIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/10048/0001140361-26-027633-index.html","primary_entity_key":"0000010048","primary_entity_name":"BARNWELL INDUSTRIES INC"},"word_count":736,"has_tables":true,"body_markdown":"Item 5.07\n\nSubmission of Matters to a Vote of Security Holders\n\nThe 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\nto 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.\n\nThe final voting results for each proposal submitted to a vote of stockholders at the Annual Meeting are set forth below.\n\nProposal 1 — Election of Directors\n\nStockholders elected six directors to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and\nqualified. Directors are elected by a plurality of votes cast. The voting results were as follows:\n\n \n\nNominee\n\nFor\n\nWithheld\n\nBroker Non-Votes\n\n \n\nCraig D. Hopkins\n\n6,860,414\n\n3,518,570\n\n2,039,460\n\n \n\nPhilip F. Patman, Jr.\n\n9,793,757\n\n585,227\n\n2,039,460\n\n \n\nKenneth S. Grossman\n\n5,609,890\n\n4,769,094\n\n2,039,460\n\n \n\nJoshua S. Horowitz\n\n6,730,271\n\n3,648,713\n\n2,039,460\n\n \n\nPhilip J. McPherson\n\n6,855,728\n\n3,523,256\n\n2,039,460\n\n \n\nJoshua E. Schechter\n\n9,813,542\n\n565,442\n\n2,039,460\n\nEach 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\nelected and qualified.\n\nProposal 2 — Approval of Amendments to the 2018 Equity Incentive Plan\n\nStockholders voted on a proposal to approve amendments to the Barnwell Industries, Inc. 2018 Equity Incentive Plan to (i) increase the number of\nshares 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\nshares present in person or by proxy and entitled to vote. The voting results were as follows:\n\n \n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n \n\n6,738,873\n\n3,619,386\n\n20,725\n\n2,039,460\n\nThe proposal was approved.\n\nProposal 3 — Ratification of Certain Equity Awards Previously Granted in Excess of Individual Share Limits\n\nStockholders voted on a proposal to ratify certain equity awards previously granted in excess of the individual share limits under the 2018 Equity\nIncentive 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:\n\n \n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n \n\n9,696,980\n\n646,480\n\n35,524\n\n2,039,460\n\nThe proposal was approved.\n\nProposal 4 — Advisory Vote to Approve Named Executive Officer Compensation\n\nStockholders voted on an advisory (non-binding) proposal to approve the compensation of the Company’s named executive officers, as disclosed in the\nCompany’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:\n\n \n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n \n\n7,046,282\n\n3,275,995\n\n56,707\n\n2,039,460\n\nThe advisory vote on named executive officer compensation was approved on a non-binding, advisory basis.\n\nProposal 5 — Advisory Vote on Frequency of Future Say-on-Pay Votes\n\nStockholders voted on an advisory (non-binding) proposal regarding the frequency of future advisory votes on the compensation of the Company’s named\nexecutive officers (every one year, two years, or three years). The voting results were as follows:\n\n \n\nOne Year\n\nTwo Years\n\nThree Years\n\nAbstain\n\nBroker Non-Votes\n\n \n\n9,493,394\n\n6,837\n\n621,583\n\n257,215\n\nN/A\n\nA 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\nlight 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\nsuch 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.\n\nProposal 6 — Ratification of Independent Registered Public Accounting Firm\n\nStockholders voted on a proposal to ratify the selection of Weaver & Tidwell, L.L.P. as the Company’s independent registered public accounting\nfirm 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:\n\n \n\nFor\n\nAgainst\n\nAbstain\n\nBroker Non-Votes\n\n \n\n11,960,926\n\n432,926\n\n24,592\n\nN/A\n\nThe ratification of Weaver & Tidwell, L.L.P. as the Company’s independent registered public accounting firm was approved."}