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