0000899681-16-001193.txt : 20160307 0000899681-16-001193.hdr.sgml : 20160307 20160307155357 ACCESSION NUMBER: 0000899681-16-001193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160307 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160307 DATE AS OF CHANGE: 20160307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNWELL INDUSTRIES INC CENTRAL INDEX KEY: 0000010048 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 720496921 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05103 FILM NUMBER: 161488375 BUSINESS ADDRESS: STREET 1: 1100 ALAKEA ST. STREET 2: SUITE 2900 CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 808-531-8400 MAIL ADDRESS: STREET 1: 1100 ALAKEA ST. STREET 2: SUITE 2900 CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: BMA CORP/TN DATE OF NAME CHANGE: 19770324 FORMER COMPANY: FORMER CONFORMED NAME: BARNWELL OFFSHORE INC DATE OF NAME CHANGE: 19671101 8-K 1 p16-0140_8k.htm BARNWELL 8K
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): March 7, 2016

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

Delaware
(State or Other Jurisdiction of Incorporation)
 
 
 
1-5103
(Commission File Number)
 
72-0496921
(IRS Employer
Identification No.)

1100 Alakea Street, Suite 2900
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 240.14d2(b))
 
 
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Item 5.07  Submission of Matters to a Vote of Security Holders.
(a) On March 7, 2016, Barnwell Industries, Inc. held an annual meeting of stockholders.
(b)            At the meeting, stockholders voted on the election of directors, the ratification of KPMG, LLP as the independent auditors for fiscal year 2016, a stockholder proposal to separate the Chairman and CEO positions (described in the proxy materials) and a stockholder proposal to allow proxy access (described in the proxy materials).  A total of 7,647,316 shares of Barnwell's common stock outstanding and entitled to vote were present at the meeting in person or by proxy. All nominees were elected and the ratification of KPMG LLP as the independent auditors for fiscal year 2016 was approved. The two stockholder proposals were not approved. The results of the meeting were as follows:

 
For
 
Withheld
 
Abstain
 
Broker
Non-Votes
1. Directors
             
               
Morton H. Kinzler
4,651,930
 
1,992,809
     
1,002,577
Martin Anderson
5,170,356
 
1,474,383
     
1,002,577
Murray C. Gardner
5,235,610
 
1,409,129
     
1,002,577
Alexander C. Kinzler
4,611,099
 
2,033,640
     
1,002,577
Russell M. Gifford
4,631,652
 
2,013,087
     
1,002,577
Kevin K. Takata
5,251,060
 
1,393,679
     
1,002,577
Robert J. Inglima, Jr.
5,252,460
 
1,392,279
     
1,002,577
James S. Barnwell III
5,210,160
 
1,434,579
     
1,002,577
               
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
2. Ratification of
Independent Auditors
7,243,245
 
395,141
 
8,930
 
0
               
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
3. Stockholder Proposal to
Separate the Chairman from
the CEO
1,833,338
 
4,791,712
 
19,689
 
1,002,577
               
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
4. Stockholder Proposal to
Allow Proxy Access
2,272,909
 
4,324,807
 
47,023
 
1,002,577
               
               



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:  March 7, 2016
 

 
 
BARNWELL INDUSTRIES, INC.
 
 
By:
 /s/ Alexander C. Kinzler
   
Name:
Alexander C. Kinzler
   
Title:
President and Chief Operating
Officer