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 5, 2018

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 240.14d-2(b))
 
 
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 5.07  Submission of Matters to a Vote of Security Holders.
(a)
On March 5, 2018, Barnwell Industries, Inc. ("Barnwell") held an annual meeting of stockholders.
(b)    At the meeting, stockholders voted on the election of directors, approval of the 2018 Equity Incentive Plan and the ratification of KPMG LLP as the independent auditors for fiscal year 2018.  A total of 7,561,916 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, the 2018 Equity Incentive Plan was approved and the ratification of KPMG LLP as the independent auditors for fiscal year 2018 was approved. The results of the meeting were as follows:

 
For
Withheld/ Against
Abstain
Broker Non-Votes
1.  Directors
        
         
Morton H. Kinzler
3,560,201
2,301,079
0
1,700,636
Martin Anderson
4,353,459
1,507,821
0
1,700,636
Murray C. Gardner
4,353,459
1,507,821
0
1,700,636
Alexander C. Kinzler
3,732,948
2,128,332
0
1,700,636
Russell M. Gifford
3,561,079
2,300,201
0
1,700,636
Kevin K. Takata
4,359,809
1,501,471
0
1,700,636
Robert J. Inglima, Jr.
4,358,259
1,503,021
0
1,700,636
James S. Barnwell III
4,640,664
1,220,616
0
1,700,636
         
2.  Approval of the 2018
        
Equity Incentive Plan
3,895,874
1,959,256
6,150
1,700,636
         
3.  Ratification of
        
Independent Auditors
6,985,471
522,048
54,397
0
         
         
         

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 5, 2018

 
BARNWELL INDUSTRIES, INC.
   
 
By:
/s/ Russell M. Gifford
   
Name:
Russell M. Gifford
   
Title:
Executive Vice President and Chief Financial Officer