Barnwell Industries Inc. has reached an agreement with its two largest stockholders that will avert a proxy fight at its 2023 annual meeting of stockholders and allow for the appointment of two specified independent board directors.

Under the agreement, Barnwell President and CEO Alex Kinzler, who owns about 9.3% of the company, and MRMP-Managers LLC, Ned L. Sherwood Revocable Trust and Ned L. Sherwood, who beneficially own 19.6% of the outstanding common stock, have agreed to let the company appoint Joshua Horowitz and Laurance Narbut to serve on its board of directors.

Barnwell’s primary source of revenue comes from its oil and natural gas development, production, acquisition and sales in Alberta and Oklahoma. It also recently purchased a stake in a Texas venture. Barnwell also makes money from its real estate development partnership on Hawaii island and statewide water drilling operations.

Horowitz is a portfolio manager at Palm Management (US) LLC. He has held senior positions at Inverlochy Capital, an asset management firm, and Berggruen Holdings, the family office of Nicolas Berggruen.

Narbut is the founder and managing partner of Acceleration Resources. Narbut has held senior positions at Passport Capital, Richmond Financial, SUN Capital Partners, Credit Suisse First Boston and Parthenon Group. At Passport Capital, Narbut was a portfolio manager for the energy strategy, investing across multiple funds and focused on upstream oil and gas and energy service investments.

As part of the agreement, Barnwell agreed to nominate Kinzler, Kenneth Grossman, Douglas Woodrum, Horowitz and Narbut as candidates for election to the board at the 2023 annual meeting and the 2024 annual meeting of stockholders.

“We are gratified to have found common ground and alignment with our two largest stockholders to avoid the distraction and cost of another proxy contest,” Grossman, the newly appointed board chairman, said in a statement. “In addition to demonstrating the commitment of the incoming Board to act in the long-term interests of all stockholders, I believe this extension of the previous cooperation and support agreement continues the significant progress the Company has made over the past several years toward strengthening and streamlining its governance and operations.”

Sherwood said he was pleased with the agreement, adding, “I am positive that the prospective new Board members along with the remaining members will add new dynamism and excellent leadership in the future. Eliminating the significant distractions and overhead costs related to our past discord should benefit the Company and all stockholders.”

In addition, the agreement calls for the company to terminate the previously enacted Tax Benefits Preservation Plan, although the MRMP stockholders have agreed to limit their ownership of the company to 28% of the outstanding common stock for the next 12 months and 30% for the subsequent 12-month period.