SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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BARNWELL INDUSTRIES, INC.

(Name (Name of Registrant as Specified in Its Charter)

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BARNWELL INDUSTRIES, INC.


___________________


Notice of Annual Meeting of Stockholders


___________________





To the Stockholders of BARNWELL INDUSTRIES, INC.:


NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of BARNWELL INDUSTRIES, INC., a Delaware corporation, will be held on March 2, 2009,7, 2011, at 9:30 a.m., Central Standard Time, at the Clarion Shreveport Hotel, 1419 East 70th Street, Shreveport, Louisiana, for the purpose of considering and acting upon:


(1)  the election of a Board of Directors to serve until the next Annual Meeting of Stockholders and until their successors shall have been elected and qualified;


(2) to consider and vote upon an advisory (non-binding) resolution to approve executive compensation;

(3)  to consider and vote upon a resolution to determine whether to consider and vote upon an advisory (non-binding) resolution to approve executive compensation every one (1), two (2) or three (3) years;

(4)  the ratification of the selection of the independent auditor for 2009;2011; and

(3)


(5)      any and all other business which may properly come before the meeting.


Only stockholders of record at the close of business on January 5, 2009,10, 2011, are entitled to notice of and to vote at this meeting or any adjournment thereof.  The Company’s Annual Report to Stockholders for the fiscal year ended September 30, 2008,2010, which includes consolidated financial statements, is enclosed herewith.


We will be pleased to have you attend the meeting.  However, if you are unable to do so, please sign and return the accompanying Proxy in the enclosed addressed envelope.



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 2, 2009.7, 2011.  THE PROXY STATEMENT AND OUR 20082010 ANNUAL REPORT ARE AVAILABLE AT HTTP://WWW.BRNINC.COM.





By Order of the Board of Directors,

 /s/ Russell M. Gifford

RUSSELL M. GIFFORD

Secretary

Secretary

Dated:  January 15, 2009

20, 2011

BARNWELL INDUSTRIES, INC.


1100 ALAKEA STREET, SUITE 2900


HONOLULU, HAWAII 96813


PROXY STATEMENT



SOLICITATION AND REVOCATION OF PROXIES


The following information is furnished in connection with the Annual Meeting of Stockholders of Barnwell Industries, Inc., a Delaware corporation (the “Company”), to be held on March 2, 20097, 2011 at 9:30 a.m., Central Standard Time, at the Clarion Shreveport Hotel, 1419 East 70th Street, Shreveport, Louisiana.


The accompanying Proxy is solicited by the Board of Directors (the “Board” or the “Board of Directors”) of the Company. The Company will bear the cost of such solicitation.  Solicitation of proxies will be primarily by mail.  Proxies may also be solicited by regular employees of the Company by telephone at a nominal cost.  Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting material to the beneficial owners of Common Stock (as defined below) and will be reimbursed for their expenses.  All properly executed proxies will be voted as instructed.


Stockholders who execute proxies may revoke them by delivering subsequently dated proxies or by giving written notice of revocation to the Secretary of the Company at any time before such proxies are voted.  No proxy will be voted for a stockholder if the stockholder attends the meeting and elects to vote in person.


This Proxy Statement and the accompanying form of proxy are first being sent to stockholders on or about January 15, 2009.20, 2011.  The Company’s website address is www.brninc.com.



VOTING AT THE MEETING


Only stockholders of record at the close of business on January 5, 200910, 2011 (the “Record Date”) will be entitled to vote at the annual meeting and any adjournment thereof.  As of the Record Date, 8,240,1608,277,160 shares of common stock, par value $0.50, of the Company (the “Common Stock”) were issued and outstanding.  Each share of Common Stock outstanding as of the Record Date is entitled to one vote on any proposal presented at the meeting.  The presence of holders representing a majority of all the votes entitled to be cast at the meeting will constitute a quorum at the meeting.  The election of directors, the vote upon a resolution to determine whether to consider and vote upon an advisory (non-binding) resolution to approve executive compensation every one (1), two (2) or thre e (3) years, and the ratification of KPMG LLP as our independent auditor for the fiscal year ending September 30, 20092011, require a plurality of the votes cast at the meeting.  The vote upon an advisory (non-binding) resolution to approve executive compensation requires the affirmative vote of a majority of the shares of Common Stock entitled to be cast at the meeting.  With respect to abstentions, the shares will be considered present at the meeting for a particular proposal and will be disregarded in the election of directors, the vote upon a resolution to determine whether to consider and vote upon an advisory (non-binding) resolution to approve executive compensation every one (1), two (2) or three (3) years, and the ratification of KPMG LLP as our independent auditor.  Brokers and nominees may beare precluded from exercising their voting discretion with respect to certainall matters to be acted upon at the meeting, other than the election of directors and ratification of KPMG LLP as our independent auditor.&# 160; Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on these matters.with respect to the election of directors, and all other matters to be acted upon, other than the ratification of KPMG LLP as our independent auditor.  A broker non-vote will not have any effect on any of the proposals.proposals except with respect to the approval of executive compensation since a broker non-vote on executive compensation will have the same effect as a vote against this proposal.  Shares represented by such broker nonvotesnon-votes will, however, be counted for purposes of determining whether there is a quorum.

PROPOSAL NO. 1

ELECTION OF DIRECTORS


TenNine directors of the Company are proposed to be elected at the meeting.  Each elected director shall hold office until the next annual meeting and until his successor is duly elected and qualified.  The persons named as proxies in the enclosed Proxy are executive officers of the Company and, unless contrary instructions are given, they will vote the shares represented by the ProxyFORthe election to the Board of Directors of the persons named below.  The Board of Directors has no reason to believe that any of the nominees for director will be unable to serve; however, in the event any of the nominees should withdraw or otherwise become unavailable for reasons not presently known, the persons named as proxies may vote for other persons in place of suchs uch nominees.


Our Board of Directors recommends a vote FOR the election of the following tennine directors of the Company.



NOMINEES TO THE BOARD OF DIRECTORS


The Board of Directors held sixfive meetings during the fiscal year ended September 30, 2008.2010.  All directors attended at least 75% of the meetings of the Board of Directors and of the committees of the Board on which each director served.  The independent directors met on one occasionfour occasions out of the presence of management during the fiscal year ended September 30, 2008.

2010.


The following table sets forth, as to the nominees for election as directors:  (1) such person’s name; (2) the year in which such person was first elected a director of the Company; (3) such person’s age; (4) all positions and offices with the Company held by such person; (5) the business experience of such person during the past five years; and (6) certain other directorships, if any, held by such person.

person; and briefly discusses the specific experience, qualifications, attributes or skills that led to the conclusion that each such person should serve as a director of Barnwell.

           Name
Director
Since
Age
All other Present Positions with the Company and Principal Occupations
 
Morton H. Kinzler195685
Chairman of the Board of the Company since 1980 and Chief Executive Officer since 1971.  Mr. Kinzler is the father of Alexander C. Kinzler, President, Chief Operating Officer, General Counsel and a Director of the Company.  Mr. Kinzler, an attorney, is a founder and incorporator of the Company, and has served in various capacities including Vice President, Secretary, President, CEO and Chairman.  He has been a member of the Board of Directors since the Company was founded.  This extensive experience allows Mr. Kinzler to bring to the Board deep insight into the operations, challenges and complex issues facing the Company, as well as oil and gas and real estate businesses in general.  As a holder of over 16 percent of the Company’s shares for decades, Mr. Kinzler brings to the Boar d a shareholder’s perspective in managing and operating the Company in the long-term best interests of shareholders, and also brings to the Board significant operational, strategic, consensus-building and management skills from his years with the Company and legal background.
 
Martin Anderson1
198587
Investor; Partner, Goodsill Anderson Quinn & Stifel LLP, Honolulu, Hawaii (attorneys) since September 2008; Of Counsel from January 2007 until August 2008 and Partner from 1955 until December 2006; Distinguished Overseer, Hoover Institution of Stanford University; Trustee and Secretary, Hawaii Pacific University; Trustee, Oceanic Institute (scientific research facility).  Mr. Anderson brings to the Barnwell Board of Directors broad experience, expertise and qualifications as a result of his extensive legal background and boardroom experience with both public and private entities, including Hawaiian Airlines and the entities listed above.  Except for a two-year hiatus, Mr. Anderson has been a partner in a major Honolulu law firm since 1955, including many years as a senior partner, and therefore brings to the Boa rd extensive leadership and management skills, as well as a strong consensus-building capacity from his other board and trusteeship experiences.
 
Murray C. Gardner, Ph.D.1
199678
Geothermal resource and oil and gas exploration and reservoir consultant and investor, self-employed since 1995.  Dr. Gardner has a Ph.D. in geology and brings to the Board of Directors extensive knowledge and experience of geology, geophysics, the oil and gas industry and the geothermal industry and operations.  As a former officer and director of Geothermex, Inc., a geothermal exploration consulting firm now owned by Schlumberger, Inc., Dr. Gardner also brings to the Board broad business and general management experience in corporate operations, as well as extensive leadership and consensus-building skills.
 
Alexander C. Kinzler199952
President and Chief Operating Officer of the Company since December 2002 and General Counsel of the Company since December 2001.  Mr. Kinzler is the son of Morton H. Kinzler, Chief Executive Officer and Chairman of the Board of Directors of the Company.  Mr. Kinzler, an attorney, has been employed by the Company since 1984 in various capacities including Vice President, Executive Vice President, and currently President and Chief Operating Officer, and brings to the Board deep insight into the operations, challenges and complex issues facing the Company.  He has served on the boards of directors of business groups including the Hawaii Leeward Planning Conference, and also brings to the Board significant operational, strategic, consensus-building and management skills from his years with the Company and lega l background.
 
Russell M. Gifford200356
Secretary of the Company since December 2002.  Executive Vice President since December 1997, Treasurer since November 1986 and Chief Financial Officer since August 1985.  President of Water Resources International, Inc., a wholly-owned subsidiary of the Company since December 1999.  Mr. Gifford, a Certified Public Accountant, has been employed by the Company since 1982 in various capacities including Vice President, Executive Vice President and Chief Financial Officer, and has also served as President of the Company’s water well drilling subsidiary since 1999.  Mr. Gifford has substantial financial and accounting expertise, including experience working in public accounting as an auditor at Touche Ross & Company prior to his employment by the Company.  Mr. Gifford brings to the Board of Directors substantial financial and accounting knowledge, as well as deep insight into the operations, challenges and complex issues facing the Company.  Mr. Gifford also serves on the boards of various community organizations and has substantial strategic planning and consensus-building skills as a result of that experience.
 
Diane G. Kranz1
200370
Senior Partner, Kranz & Co., LLP (certified public accountants), since 1970.  Ms. Kranz, a Certified Public Accountant who has been senior partner of an accounting firm since 1970, brings to the Board of Directors substantial accounting and financial expertise, as well as extensive management and leadership experience from her management and oversight of Kranz & Co., LLP.  Ms. Kranz qualifies as an Audit Committee Financial Expert and is currently chairperson of the Company’s Audit Committee.  Ms. Kranz also has extensive consensus-building skills from her experience in tax accounting and her service with various charitable organizations.
 
Kevin K. Takata1
200454
Deputy Attorney General, State of Hawaii, since October 2010.  Deputy Prosecuting Attorney, City and County of Honolulu from 1987 to October 2010, Trials Division Chief from 1997 to 2006. Instructor, National Advocacy Center since 2000.  Mr. Takata, an attorney, has broad leadership, management and consensus-building skills from his years as Trials Division Chief of the Office of the Prosecuting Attorney of the City and County of Honolulu.  Mr. Takata’s lifelong residency in Hawaii has also assisted the Board of Directors in overseeing the Company’s various Hawaii-based businesses, including its real estate and water well drilling divisions.  Mr. Takata’s experience as a prosecutor and expertise in trial tactics and legal ethics has also given the Board of Directors valuable ins ights into the challenges and complex issues, both legal and otherwise, facing the Company and businesses in general.
 
Ahron H. Haspel1
200667
Attorney in private practice since January 2011. Of Counsel, Jones Day (attorneys) from January 2010 to January 2011; Partner, Jones Day from February 2005 to December 2010.  Partner, KPMG LLP (certified public accountants) from 1977 to February 2005.  Mr. Haspel, a Certified Public Accountant and attorney-at-law, is a former member of KPMG’s Board of Directors and KPMG’s leadership team.  Mr. Haspel’s background and experience in public accounting and taxation bring to the Board of Directors extensive accounting and financial expertise, as well as senior leadership experience, providing a strong foundation to assist the Board of Directors with regard to many challenges and complex issues facing the Company.  Mr. Haspel also has extensive experience dealing with the management a nd boards of directors of large, multinational corporations on matters of taxation, mergers and acquisitions, and this experience has been invaluable to the Company in facing complex issues and challenges.  Mr. Haspel also qualifies as an Audit Committee Financial Expert.
 
 
 
Robert J. Inglima, Jr.1
200752
Investor; Sole practitioner, Robert J. Inglima, Jr., Attorney-at-Law, since October 2002; Principal and Member, Cipolla Sziklay, LLC (certified public accountants and consultants) from April 2004 to July 2006; Attorney in private practice since 1985.  Mr. Inglima, an attorney-at- law, brings to the Board of Directors substantial legal and financial expertise from his practice of law since 1985 and his work with an accounting and consulting firm.  Mr. Inglima also has substantial experience in real estate and corporate law, and has advised numerous clients on matters of business, finance and taxation as well.  Mr. Inglima has extensive experience representing clients with respect to real estate development and land use, commercial transactions, taxation, contract law, general corporate, and business formati on and planning.  He has represented domestic as well as international companies, government agencies and individuals in complex business transactions, contracts, financing and real estate projects.  His experience with a CPA and consulting firm with respect to business valuation and litigation support services also adds to his significant business experience.
 

 

Name

Director Since

 

Age

All other Present Positions with

the Company and Principal Occupations

 

 

 

 

Morton H. Kinzler

1956

83

Chairman of the Board of the Company since 1980 and Chief Executive Officer since 1971. Mr. Kinzler is the father of Alexander C. Kinzler, President, Chief Operating Officer, General Counsel and a Director of the Company.

 

Alan D. Hunter1

1977

71

Partner, Code Hunter LLP, Calgary, Alberta (attorneys) since December 1, 2001.

 

Martin Anderson1

1985

85

Investor; Partner, Goodsill Anderson Quinn & Stifel LLP, Honolulu, Hawaii (attorneys) since September 2008; Of Counsel from January 2007 until August 2008 and Partner from 1955 until December 2006; Distinguished Overseer, Hoover Institution of Stanford University; Trustee and Secretary, Hawaii Pacific University; Trustee, Oceanic Institute (scientific research facility).

 

Murray C. Gardner, Ph.D.1

1996

76

Independent consultant and investor.

 

Alexander C. Kinzler

1999

50

President and Chief Operating Officer of the Company since December 2002 and General Counsel of the Company since December 2001. Mr. Kinzler is the son of Morton H. Kinzler, Chief Executive Officer and Chairman of the Board of Directors of the Company.

 

 

 

 

Russell M. Gifford

2003

54

Secretary of the Company since December 2002. Executive Vice President since December 1997, Treasurer since November 1986 and Chief Financial Officer since August 1985. President of Water Resources International, Inc., a wholly-owned subsidiary of the Company since December 1999.

 

Diane G. Kranz1

2003

68

Senior Partner, Kranz & Co., LLP (certified public accountants), since 1970.

 

Kevin K. Takata1

2004

52

Deputy Prosecuting Attorney, City and County of Honolulu since 1987, Trials Division Chief from 1997 to 2006. Instructor, National Advocacy Center since 2000.

 

Ahron H. Haspel1

2006

65

Partner, Jones Day (attorneys) since February 2005; Partner, KPMG LLP (certified public accountants) from 1977 to February 2005.

 

Robert J. Inglima, Jr.1

2007

50

Investor; Attorney in private practice since 1985; Principal and Member, Cipolla Sziklay, LLC (certified public accountants and consultants) from April 2004 to July 2006.

 

1This director is independent as defined in Section 803(A) of the NYSE AMEX listing standards.

___________________

1

This director is independent as defined in Section 121(A) of the American Stock Exchange listing standards.

Board Nomination Process


The Board of Directors has a standing Compensation Committee, a standing Audit Committee, a standing Executive Committee and a standing Reserves Committee.  It has no standing nominating committee and there is no nominating committee charter.  The Board of Directors believes that it is appropriate for the Company not to have a nominating committee because potential nominees are recommended to the full Board by a majority vote of the independent directors.  The Board identifies nominees by first evaluating the current members of the Board willing to continue in service.  Current members of the Board with skills and experience relevant to the Company’s business and willing to continue in service are considered for re-nomination.  If any member of the Board up for re-election at an upcoming annual meeting of stockholders does not wish to continue in service, the Board determines whether it is appropriate to replace the retiring member.  If deemed appropriate, the Board identifies the desired skills and experience of a new nominee.  The Board believes that potential directors should possess sound judgment, understanding of the business issues affecting the Company, integrity and the highest personal and professional ethics.  The Board seeks directors possessing a range of business, management and civic experience appropriate for the Board to discharge its responsibilities.  In the case of both incumbent and new directors, the Board seeks persons who are able to devote significant time and effort to Board and Board committee responsibilities.  Once nominees have been identified, the independent directors recommend to the Board such nominees and the Board reviews and votes on such recommendation.


The Company does not have a specific policy regarding the diversity of the Board.  Instead, the Board considers its overall composition when considering director candidates, including whether the Board has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints and backgrounds in light of the Company’s current and expected future needs.  The Board also believes that it is desirable for new candidates to contribute to a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences.  For example, Ms. Diane Kranz, a Certified Public Accountant who is currently the chairperson of our Audit Committee, brings gender diversity to the Board along with her business experience and expertise.

The Board will consider potential nominees brought to its attention by any director or officer of the Company.  It will also evaluate recommendations for director nominees proposed by a stockholder who (i) has continuously held at least 1% of the outstanding shares of the Company’s Common Stock entitled to vote at the annual meeting of stockholders for at least one year prior to the date the stockholder makes the recommendation and (ii) undertakes to continue to hold such number of shares through the date of the meeting.  Any recommendation for a director nominee submitted by a qualifying stockholder must be received by the Company no later than the date for stockholder proposals set forth herein under the heading “Stockholder Proposals.”&# 160; Any stockholder recommendation for a director nominee must be submitted to the Company’s Chairman of the Board in writing and must include:

•    


·a statement by the stockholder that such stockholder is the holder of at least 1% of the outstanding shares of the Company’s Common Stock, that the shares have been held for at least one year prior to the date of the submission and that such stockholder will continue to hold the shares through the date of the annual meeting of stockholders;

•    


·the candidate’s name, age, contact information and current principal occupation or employment;

•    


·the candidate’s resume, which will include a description of the candidate’s qualifications and business experience during, at a minimum, the last five years, including his/her principal occupation or employment and the name and principal business of any corporation or other organization in which the candidate was employed; and

•    


·at least three (3) references for the candidate.


The Board will evaluate recommendations for director nominees submitted by directors, management or qualifying stockholders in the same manner, using the criteria stated above.  All directors and director nominees will submit a completed form of directors’ and officers’ questionnaire as part of the nominating process.


Stockholders may send any communication to the Board of Directors, as a whole, or individually, by mail to the Company’s address listed on page one of this Proxy Statement, to the attention of Russell M. Gifford, Secretary.  All such communications will be forwarded to the Board of Directors or individual directors as appropriate.


The Company strongly encourages each member of the Board of Directors to attend the Annual Meeting.  Nine members of the Board of Directors attended the 20082010 Annual Meeting of Stockholders of the Company, of which three attended in person and six attended by telephone.



BOARD LEADERSHIP STRUCTURE; RISK OVERSIGHT

The positions of Chairman and CEO have been jointly held by Mr. Morton H. Kinzler since his selection as Chairman of the Board in 1980.  Barnwell Industries, Inc. is a smaller reporting company and the Board has determined that the current structure is appropriate at this time in that it enables Mr. Kinzler to handle the complexities of his role as a CEO while continuing to provide leadership on policy at the Board level.  Mr. Morton Kinzler’s ownership of over 16% of the Company’s common stock and, together with, certain affiliates, approximately 45% of the Company’s common stock, is also considered in making this determination.  Although the roles of CEO and Chairman are currently held by Mr. Kinzler, the Board regularly considers the app ropriate leadership structure for the Company and has concluded that the Company and its shareholders are best served by not having a formal policy on whether the same individual should serve as both Chief Executive Officer and Chairman of the Board and the Board has not adopted such a policy.  The Board believes that it is important to retain the flexibility to make this determination at any given point in time based upon what it believes will provide the best leadership structure for the Company at that time.  This approach allows the Board to utilize its considerable experience and knowledge to elect the most qualified director as Chairman of the Board, while maintaining the ability to separate the Chairman and Chief Executive Officer roles when necessary.  Accordingly, at different points in time in the Company’s history, the Chief Executive Officer and Chairman of the Board roles have been held by the same person.  At other times, they have been held by diff erent individuals.  In each instance, the decision on whether to combine or separate the roles was made in the best interest of the Company’s shareholders, based on the circumstances at the time.

The Board’s primary function with respect to risk is oversight.  The Board administers its risk oversight function both as a whole and through its committees.  The Audit Committee reviews and makes inquiry as to risk management and reports to the Board on its findings.  The Board of Directors has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks.  Management is responsible for the Company’s day-to-day risk management activities.  Other Board committees also consider and address risk as they perform their committee responsibilities.  For example, the Compensation Committee, comprised solely of independent directors, discusses and reviews compensation arra ngements for the Company’s Executive Officers to avoid incentives that would promote excessive risk-taking that is reasonably likely to have a material adverse effect on the Company.  The full Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters.  We believe the division of risk management responsibilities as described above is an effective approach for evaluating and addressing the risks facing the Company and that our Board leadership structure supports this approach because it allows our independent directors to exercise effective oversight of the actions of management.


COMPENSATION COMMITTEE


The members of the Compensation Committee are Mr. Hunter,Haspel, Chairman, and Mr. Anderson, Dr. Gardner and Ms. Kranz and Mr. Haspel.Kranz.  The Compensation Committee (i) determines the annual compensation of the Company’s senior officers;Executive Officers; (ii) recommends, if appropriate, new employee benefit plans to the Board of Directors; (iii) administers all employee benefit plans; and (iv) makes such other determinations regarding compensation or benefits as may be necessary or advisable.  The Compensation Committee held two meetings during the fiscal year ended September 30, 2008, and2010.  The Board of Directors has no charter.

adopted a written charter for the Compensation Committee, a copy of which is available on our website.



NAMED EXECUTIVE OFFICERS OF THE COMPANY


The Company currently has three executive officers.officers (the “Named Executive Officers”).  The following table sets forth the names and ages of all named executive officersNamed Executive Officers of the Company, their positions and offices with the Company and the period during which each has served.


Name

Age

Position with the Company

Morton H. Kinzler

83

85

Chairman of the Board since 1980 and Chief Executive Officer since 1971.  Mr. Kinzler is the father of Alexander C. Kinzler, President, Chief Operating Officer, General Counsel and a Director of the Company.

Alexander C. Kinzler

50

52

President and Chief Operating Officer since December 2002 and General Counsel since December 2001.  Director of the Company since December 1999.  Mr. Kinzler is the son of Morton H. Kinzler, Chief Executive Officer and Chairman of the Board of Directors of the Company.

Russell M. Gifford

54

56

Secretary since December 2002, Executive Vice President since December 1997, Treasurer since November 1986 and Chief Financial Officer since August 1985.  President of Water Resources International, Inc., a wholly-owned subsidiary of the Company, since December 1999. Director of the Company since March 2003.



EXECUTIVE COMPENSATION


Summary Compensation Table


The following Summary Compensation Table sets forth certain information regarding compensation paid during the fiscal years ended September 30, 20082010, September 30, 2009 and September 30, 20072008 to (1) Morton H. Kinzler, our Chairman of the Board of Directors and Chief Executive Officer, (2) Alexander C. Kinzler, our President, Chief Operating Officer and General Counsel, and (3) Russell M. Gifford, our Executive Vice President, Chief Financial Officer, Treasurer and Secretary.


No named executive officerNamed Executive Officer was granted a stock award in fiscal year 20082010, 2009 or 2007.2008. As a result, such column has been omitted.

Name and Principal Position

Year

Salary

($)1

Bonus ($)

Option Awards ($)2

Non-Equity Incentive Plan Compen-sation ($)3

Change in Pension Value and Nonqualified Deferred Compen-sation Earnings ($)

All Other Compen-sation ($)

Total ($)

Morton H. Kinzler

Chairman of the Board and Chief Executive Officer

 


2008

2007


756,250

662,500


-

450,000

 

-

 

-

 

600,000

 

-


<25,676>

<25,563>


77,1624

68,2755


1,407,736

1,155,212

Alexander C. Kinzler

President, Chief Operating Officer and General Counsel

 


2008

2007


637,500

575,000


-

350,000

 

104,5466

 

-

 

500,000

 

-


48,773

49,310


30,4308

49,2857


1,321,249

1,023,595

Russell M. Gifford

Executive Vice President, Chief Financial Officer, Treasurer and Secretary


2008


2007


512,500


450,000


400,000


200,000

 

48,9258

 

 

-

 

-

 

 

-

 

65,725


67,655


28,4348


36,4778


1,055,584


754,132


_____________________

1           Amounts reported

In the following Summary Compensation Table, we reflect our CEO’s and our President’s annual performance bonuses in the “Non-Equity Incentive Plan Compensation” column. These amounts represent cash payments for our CEO’s and our President’s 2010 performance under the 2008 Pay for Performance Plan (the “Plan”).  Performance measures and targeted goals for the Company’s 2010 fiscal year performance period were established by the Compensation Committee in December 2009 and the Committee designated the CEO and the President (who is also the Company’s COO) to be eligible to participate in the Plan for fiscal year 2010.  The material terms of such performance measures and targeted goals are as salaryfollows:
The Compensation Committee determined that the sum of the following two components shall represent the maximum bonus that may be achieved under the Plan for fiscal 2010 by each of the CEO and the President/COO (the “2010 Maximum Bonus Amount”):
(a) an amount equal to 5% of the earnings before income taxes on a GAAP basis of the Company; and
(b) for an increase in the Company’s market capitalization of up to 10%, determined by comparing the closing price of the Common Stock on September 30, 2009 and September 30, 2010, 10% of the amount of such increase.
The 2010 Maximum Bonus Amount for each participant shall in no case exceed 150% of Messrs. M. Kinzler, A. Kinzler and Gifford include amounts deferred. Duringsuch participant’s base salary as of January 2009, prior to salary reductions taken by the Company’s 2007 fiscal year, the Company determined that certain performance-based compensation earned by executivesExecutive Officers of the Company during mid-2009.  Additionally, a decrease in market capitalization will not decrease the 2006amount of the other component of the 2010 Maximum Bonus Amount.  The Committee, in its sole discretion, reserves the right to eliminate or reduce the 2010 Maximum Bonus Amount payable to the CEO and/or to the COO pursuant to the bonus formula described above.

The Compensation Committee determined that, pursuant to the adopted performance measures and targeted goals, the maximum bonus grant which could have been payable as calculated under the Plan was $230,250 as to our CEO, and $230,250 as to our President/COO.  The Compensation Committee reviewed the performance of our CEO and President/COO during fiscal 2010, analyzed the Company’s results for the year, reviewed the overall performance of management for the fiscal year, reviewed with management various factors the Committee takes into account in setting compensation, including individual and paidcorporate, financial and non-financial performance, the creation of value for our stockholders, the long-term commitment and contributions of management to them duringthe Company, including the ownership by management of approximately 21% of th e Company’s outstanding stock.  The Committee determined that, as a result of the Company’s 2007strong 2010 performance, demonstrating substantial improvement over fiscal year did not qualify as “performance based” compensation under IRC Section 162(m). Consequently,2009, significantly improved results in order to permit the Company to take a tax deduction with respect to such compensation paid to the Company’s executive officers duringcore businesses and significantly higher cash flow, it was appropriate to pay the 2007 fiscal year, Messrs. M. Kinzler, A. Kinzler and Gifford each agreed to defer payment of his base salary (without interest) forrespective annual performance bonus amounts as shown in the period from July 1 to September 30, 2007, until December 17, 2007. The Company’s executive officers were under no obligation to undertake such a deferral but did so in order to allowtable, below.

In the Company to maximize its tax deductions.

2           The amounts included infollowing Summary Compensation Table, the “Option Awards” column representreflects the compensation cost we recognized inaggregate grant date fair value of option awards for each year for all stock option awards with respectas to such executive officer,each respective Named Executive Officer.  These values are calculated pursuant to StatementFASB ASC Subtopic 718-10, Compensation-Stock Compensation, and reflect the costs at the time of Financial Accounting Standards No. 123(R)each option award grant.  These amounts do not represent actual amounts paid to or realized by the Named Executive Officers for these awards during each respective fiscal year, but rather an estimate of the cost to the Company over the ten year term of the option if the options become fully vested.  At September 30, 2010, none of the options exercisable at that time were “in the money”, and therefore they had a zero value for the option holder at that time .  For a discussion of the valuation assumptions for 2010, see Note 3 to our consolidated financial statements included in our annual report on Form 10-K for the year ended September 30, 2010.



Name and Principal PositionYear
Salary
($)
Bonus ($)
Option Awards ($)1
Non-Equity Incentive Plan Compensation ($)Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)All Other Compen-sation ($)Total ($)
Morton H. Kinzler
Chairman of the Board and Chief Executive Officer
2010
2009
2008
581,250
694,271
756,250
-
-
-
-
-
-
125,000
-
600,000
<29,044>
<29,317>
<25,676>
78,2892
74,824
77,162
  755,495
  739,778
1,407,736
Alexander C. Kinzler
President, Chief Operating Officer and General Counsel
2010
2009
2008
520,000
595,833
637,500
-
-
-
330,875
-
473,900
100,000
-
500,000
90,488
72,095
48,773
37,0743
26,696
30,430
1,078,437
   694,624
1,690,603
Russell M. Gifford
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
2010
2009
2008
446,250
492,188
512,500
90,000
-
400,000
 238,230
  -
343,125
-
-
-
116,010
96,556
65,725
 26,8513
23,714
28,434
  917,341
  612,458
 1,349,784




Information Regarding Plan-Based Awards
1 The amounts included in the "Option Awards" column represent the aggregate grant date fair value of option awards in each year for all stock option awards granted during such year, with respect to such executive officer, pursuant to FASB ASC Subtopic 718-10, Compensation-Stock Compensation.  For a discussion of the valuation assumptions for 2010 figures, see Note 43 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2008.2010..

3           We reflect our CEO’s and our President’s annual performance bonuses in the “Non-Equity Incentive Plan Compensation” column, which represent cash payments made in December 2008 for our CEO’s and our President’s 2008 performance under the 2008 Pay for Performance Plan (the “Plan”). The maximum bonus grant which could have been payable as calculated under the Plan was $1,162,500 as to our CEO and $975,000 as to our President. The Compensation Committee reduced the respective annual performance bonus amounts to be paid from the maximum which could have been payable to the amounts shown herein.

42This amount represents perquisites received with respect to:to (1) personal use of Company office; (2) medical insurance; (3) medical expense reimbursements of $30,363; (3)$29,614 in 2010; (4) club memberships; (4)(5) companion air travel; (5)(6) vehicle expense (including depreciation on a straight-line basis with a 7-year life); (6)(7) in-office meals; and (7)(8) supplementary retirement payments made pursuant to an agreement with the Company.

5           This amount represents perquisites received with respect to: (1) personal use of Company office; (2) medical expense reimbursement; (3) club memberships; (4) companion air travel; (5) vehicle expense (including depreciation on a straight-line basis with a 7-year life); (6) in-office meals; and (7) supplementary retirement payments made pursuant to an agreement with the Company.3  

6           This amount represents the compensation cost we recognized in fiscal 2008 pursuant to Statement of Financial Accounting Standards No. 123(R) as to a grant of 100,000 non-qualified options with stock appreciation rights on December 11, 2007, at a price of $12.92, the closing price of the Company’s shares on the American Stock Exchange on that date. The options vest over four years and expire ten years from the date of grant.

7This amount represents perquisites received with respect to: (1) medical insurance; (2) medical expense reimbursement; (2)(3) club memberships; (3) companion air travel; (4) vehicle expense (including depreciation on a straight-line basis with a 7-year life); (5) companion air travel; and (5)(6) imputed interest on a loan from the Company made prior to the enactment of the Sarbanes-Oxley Act.

8           This amount representsThe following table shows, as to the compensation cost we recognizedNamed Executive Officers, certain information regarding plan-based awards in 2010.  No Named Executive Officer was granted a stock award in fiscal 2008 pursuant to Statement2010.  As a result, such column has been omitted.

Information Regarding Plan-Based Awards
NameGrant Date
All Other Option Awards:  Number of Securities Underlying Options 1
(#)
Exercise or Base Price of Option Awards
($/Share)
Grant Date Fair Value of Option Awards
($)
Morton H. KinzlerNoneNoneN/AN/A
Alexander C. Kinzler12/11/09                 125,000     4.32      330,875
Russell M. Gifford12/11/09                   90,000    4.32       238,230

1Includes the number of Financial Accounting Standards No. 123(R) as to a grant of 75,000 non-qualified stock options with stock appreciation rights granted pursuant to the Company’s 2008 Equity Incentive Plan on May 9, 2008,December 11, 2009, at aan exercise price of $11.40,$4.32, which was the closing price of the Company’s shares on the American Stock Exchangestock on that date.  TheThese options vest over four yearsbecome exercisable with respect to one-fourth of the number of shares subject to the option on each of the first, second, third and expire ten years fromfourth anniversaries of the grant date of grant.and are exercisable until December 11, 2019.


Outstanding Equity Awards At Fiscal Year-End 2008

2010


The following table sets forth grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended September 30, 20082010 to each of the executives.

Named Executive Officers.  No named executive officerNamed Executive Officer held unvested stock awards as of fiscal year end 2008.2010.  As a result, such columns have been omitted.


Option Awards

Name

Number of Securities Underlying Unexercised Options

(#) Exercisable

Number of Securities Underlying Unexercised Options
(#) Unexercisable

Option Exercise
Price ($)

Option Expiration
Date

Morton H. Kinzler

None

None

N/A

N/A

Alexander C. Kinzler

82,500

60,000

120,000
50,000
-

37,500

60,000

100,000

-
              50,000
            125,000

9.48

8.80

12.92

 4.32

12/2009

12/2014

12/2017

12/2019

Russell M. Gifford

45,000

12,000

60,000
36,000
37,500
-

15,000

24,000

75,000

-
-
              37,500
               90,000

8.62

8.80

11.40

 4.32

12/2014

12/2014

05/2018

12/2019


If a change in control occurs, then all unvested stock options will accelerate and will become exercisable in full.  Assuming a change in control occurred September 30, 20082010 and using the closing price of the Company’s stock on that date, the value of the accelerated vesting of these options would be $40,000$0 and $28,000, respectively,$0 for each of Messrs. A. Kinzler and Gifford.

Gifford, respectively.



DIRECTOR COMPENSATION


The Company’s program of director compensation is intended to fairly pay directors for work required for a company of our size and scope. Directors who are not officers of the Company receive an annual fee of $15,000,$20,000 and are reimbursed for expenses incurred in connection with meeting attendance, and are offered medical coverage in the United States at the Company’s expense. All such Directors other than Messrs. Hunter and Johnston did not wish to obtain such medical coverage and were paid an additional annual fee of $5,000.attendance.  The ChairpersonsChairmen of the Compensation Committee and the Reserves Committee receive an additional $12,000 annual fee and the Chairperson of the Audit Committee receives an additional $25,000 annual fee.  The members of the Executive Committee, Reserves Committee and Compensation Committee, other than the Chairmen, receive an additional $2,500 annual fee. The members of the Audit Committee, other than the Chairperson, receive an additional $10,000 annual fee. Mr. Terry Johnston, a director of the Company, is also reimbursed for certain expenses incurred with respect to services he performs for Kaupulehu Developments and Kaupulehu 2007, LLLP, real estate partnerships which are majority-owned by the Company. In addition, Mr. Johnston receives fees for various services he and his affiliates perform for the Company other than in his capacity as a director, which are disclosed under “Certain Relationships and Related Transactions” below.


Non-Employee Director Compensation


The following Non-Employee Director Compensation table sets forth information with regard to the nominees to the Board of Directors as listed in the table under “Proposal No. 1”, above, and Mr. Terry Johnston,Alan D. Hunter, a member of the Board of Directors of the Company who is not standing for re-election,until March 8, 2010, with regard to compensation paid to them during the fiscal year ended September 30, 2008.2010. Directors who are officers of the Company do not receive any fees for their service as directors and their compensation as officers of the Company is disclosed in the Summary Compensation Table.


No named director was granted a stock award or option award in fiscal year 20082010 nor earned any non-equity incentive plan compensation in fiscal year 2008.2010. As a result, such columns have been omitted.

Name

Fees Earned or Paid in Cash ($)

Total ($)

Alan D. Hunter

39,500

39,500

Martin Anderson

35,000

35,000

Murray C. Gardner, Ph.D.

41,000

41,000

Terry Johnston

17,500

17,500

Diane G. Kranz

50,000

50,000

Kevin K. Takata

31,250

31,250

Ahron H. Haspel

30,625

30,625

Robert J. Inglima, Jr.

21,250

21,250


NameFees Earned or Paid in Cash ($)Total ($)
Alan D. Hunter8,7508,750
Martin Anderson35,00035,000
Murray C. Gardner, Ph.D.47,00047,000
Diane G. Kranz50,00050,000
Kevin K. Takata32,50032,500
Ahron H. Haspel47,00047,000
Robert J. Inglima, Jr.32,50032,500


AUDIT COMMITTEE


The members of the Audit Committee are Ms. Kranz, Chairperson, Dr. Gardner, and Messrs. Gardner, Anderson, Hunter, Takata, Haspel and Haspel.Inglima.  All of the members of the Audit Committee are independent (as independence is defined in Section 121803 (A) of the American Stock ExchangeNYSE AMEX listing standards).  The Board of Directors has determined that the Audit Committee has two audit committee financial experts, Ms. Kranz and Mr. Haspel, who are both financial experts based on their being certified public accountants.Certified Public Accountants.  The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is available on our website.  The Audit Committee reviews the services of the independent accountants employed by the Company to audit the consolidated financial statements of the Company. The Audit Committee periodically reviewsrevie ws major issues regarding accounting and auditing principles and practices, the adequacy of internal controls that could affect the consolidated financial statements as well as all related party transactions and potential conflicts of interest.  During the fiscal year ended September 30, 2008,2010, the Audit Committee held four meetings.



REPORT OF THE AUDIT COMMITTEE


The Audit Committee has reviewed and discussed the audited consolidated financial statements with management, and the Audit Committee has discussed with KPMG LLP, the independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU § 380), as such may be modified or supplemented.  The Audit Committee has also received the written disclosures and the letter from KPMG LLP that are required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committee) as may be modified or supplemented, and has discussed with KPMG LLP its independence.  Based upon its discussions with management and with KPMG LLP, the Audit CommitteeCommit tee has recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008.

2010.



Audit Fees


The aggregate fees billed to the Company by KPMG LLP, the Company’s independent registered public accounting firm, for professional services rendered in connection with the audit of the annual financial statements included in the Company’s Form 10-K, review of financial statements included in the Company’s Form 10-Qs and services to the Company in connection with statutory or regulatory filings or engagements for the fiscal year ended September 30, 20082010 totaled $376,4001.$304,400.  For the comparable services provided for the fiscal year ended September 30, 2007,2009, KPMG LLP billed the Company $306,500.$332,300. 1

____________________

1    The 2008 audit fees include $46,400 billed for 2007 audit fees which were not included in the 2007 estimated audit fees in our January 2008 proxy statement.


Audit-Related Fees


For the fiscal years ended September 30, 20082010 and September 30, 2007,2009, KPMG LLP, the Company’s independent registered public accounting firm, did not bill the Company for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements.


Tax Fees


The aggregate fees billed to the Company by KPMG LLP, the Company’s independent registered public accounting firm, for tax compliance, tax advice and tax planning for the fiscal year ended September 30, 20082010 totaled $151,000$96,300 and for the fiscal year ended September 30, 20072009 totaled $73,200.

$102,200.


All Other Fees


For the fiscal years ended September 30, 20082010 and September 30, 2007,2009, KPMG LLP, the Company’s independent registered public accounting firm, did not bill the Company for any fees other than Audit Fees and Tax Fees.


Pre-approval Policies and Procedures


The Audit Committee pre-approves all services provided to the Company by the independent registered public accounting firm through the following policies and procedures:  (1) the Audit Committee reviews with the Company’s independent registered public accounting firm its audit plan and report thereon, including estimated Audit Fees, Audit-Related Fees, Tax Fees and Other Fees; (2) upon review of such audit plan and estimated fees, the Audit Committee may pre-approve the provision of such products and services and the payment therefor; and (3) at subsequent meetings of the Audit Committee, the Audit Committee reviews the status of the provision of all products and services from the Company’s independent registered public accounting firm to the Company and payment therefor,the refor, and may pre-approve the provision of additional products and services as necessary.


Audit Committee of the Board of Directors


Diane G. Kranz, Chairperson

Murray C. Gardner

Martin Anderson

Alan D. Hunter

Kevin K. Takata

Ahron H. Haspel
Robert J. Inglima, Jr.

1   The 2009 audit fees include $60,100 billed for 2008 audit fees which were not included in the 2008 estimated audit fees in our January 2009 proxy statement.


EXECUTIVE COMMITTEE


The members of the Executive Committee are Mr. Morton Kinzler, Chairman, and Messrs. Anderson, Gardner, Alexander Kinzler, Johnston, HunterHaspel and Ms. Kranz.  The Executive Committee has and may exercise all the powers of the Board of Directors when the Board is not in session, subject to certain limitations in the Company’s Bylaws.  During the fiscal year ended September 30, 2008,2010, the Executive Committee held no meetings.



RESERVES COMMITTEE

The members of the Reserves Committee are Dr. Murray C. Gardner, Chairman, and Messrs. Inglima, Haspel, Takata, Gifford and Alexander Kinzler.  During the fiscal year ended September 30, 2010, the Reserves Committee held one meeting.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Below are the transactions that occurred during fiscal year 20082010 in which, to our knowledge, the Company was or is a party, in which the amount involved exceeded $120,000, and in which any director, director nominee, executive officer, person known by us to be a holder of more than 5% of our Common Stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Transactions with Mr. Johnston

Mr. Terry Johnston, a member of the Board of Directors of the Company who is not standing for re-election, has an interest in transactions with certain of the Company’s subsidiaries. Mr. Johnston controls Nearco, Inc. (“Nearco”) and the Company has entered into several transactions with Nearco.

Kaupulehu Developments

Barnwell Hawaiian Properties, Inc. (“Barnwell Hawaiian”), a wholly-owned subsidiary of the Company, owns a 50.1% interest in Kaupulehu Developments and Mr. Johnston owns indirectly through certain entities under his control a 19.3% interest. Cambridge Hawaii Limited Partnership (“Cambridge Hawaii”), which is 55.2% indirectly owned by the Company, owns the remaining 49.9% interest in Kaupulehu Developments. In 1987, Barnwell Hawaiian and Cambridge Hawaii agreed to pay Nearco 2% and 4%, respectively, of the cash consideration received from the sale of property owned by Kaupulehu Developments. Pursuant to these agreements, in fiscal year 2008 Barnwell Hawaiian and Cambridge Hawaii paid fees of $116,000 and $233,000, respectively, to Nearco in connection with Kaupulehu Developments’ receipt of proceeds from real estate transactions. Mr. Johnston also received approximately $892,000 during fiscal year 2008 in respect of the interest in Kaupulehu Developments he owns indirectly through certain entities under his control, including Nearco. Nearco was also paid $63,000 in fiscal year 2008 as a fee for real estate consulting services Nearco performed for Kaupulehu Developments. The Company believes such fees are fair and reasonable compensation for such services.

Kaupulehu 2007, LLLP

In January 2007, the Company entered into an agreement with Nearco to form Kaupulehu 2007, LLLP (“Kaupulehu 2007”), for the purposes of investing in and developing real estate. Kaupulehu 2007 is owned 80% by the Company and 20% by Nearco.

In June 2008, with the agreement of Kaupulehu 2007, two lots which Kaupulehu 2007 had the right to acquire for $2,378,000 each were sold to an independent third party for $2,600,000 each by WB-KD, LLC, an independent third party developing the property, and Nearco was paid $26,560, amounting to 6% of the revenue received by Kaupulehu 2007 in the transaction, as a reasonable fee for services rendered by Mr. Johnston to facilitate the transaction.

During fiscal 2008, Kaupulehu 2007 paid Nearco $93,749 for services rendered as project manager for the construction of homes on two of the lots owned by Kaupulehu 2007, pursuant to an agreement entered into in December 2007.

Kaupulehu Investors, LLC

Kaupulehu Investors, LLC is owned 80% by the Company and 20% by Nearco.

Transactions with Ms. Grillot

Ms. Cynthia Grillot, a daughter of Morton H. Kinzler, Chief Executive Officer and Chairman of the Board of the Company, and sister of Alexander C. Kinzler, President, Chief Operating Officer, General Counsel and a Director of the Company, was employed as an assistant vice president and marketing manager of Barnwell of Canada, Limited, a subsidiary of the Company, and she received fiscal 2008 compensation of the Canadian dollar equivalent of U. S. $188,533, which includes $68,350 in compensation received as the result of the exercise of rights under a long term incentive compensation plan.


Transactions with Drs. Sudarsky and Magaro


Dr. R. David Sudarsky and Dr. Joseph E. Magaro are persons known by the Company to be holders of more than 5% of the Company’s Common Stock.  Dr. Sudarsky and Dr. Magaro are working interest owners in certain oil and gas properties managed by the Company and in which the Company also holds a working interest.  As owners of up to 11.875% and 11.03%, respectively, of the working interestinterests in these properties, they are required to pay their proportionate share of costs and are entitled to receive their proportionate share of revenues in the normal course of business from these properties.  During fiscal year 2008,2010, Dr. Sudarsky and Dr. Magaro earned revenues from their working interests in these properties, net of costs, of approximately $2,577,000$1,348,094 and $1,916,000,$975,711, respectively.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth information as of December 5, 2008,10, 2010, with respect to the beneficial ownership of the Common Stock, the sole voting security of the Company, by (i) each person known to the Company who beneficially owns more than 5% of the Common Stock, (ii) each director and nominee of the Company, (iii) the named executive officers,Named Executive Officers, and (iv) all directors and executive officers of the Company as a group.


Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership2

Percent
of Class

 

 

 

 

 

 

 

 

 

 

 

 

Joseph E. Magaro

401 Riversville Road

1,263,060

15.3%

 

Greenwich, Connecticut

 

 

 

 

 

 

R. David Sudarsky

3015 North Ocean Boulevard

727,600

8.8%

 

Ft. Lauderdale, Florida

 

 

 

 

 

 

Morton H. Kinzler

1100 Alakea Street,
Suite 2900

1,318,4083

16.0%

 

Honolulu, Hawaii

 

 

 

 

 

 

Alan D. Hunter

#12, 105 – 24 Avenue SW

3,200

*

 

Calgary, Alberta, Canada

 

 

 

 

 

 

Martin Anderson

1099 Alakea Street,
Suite 1800

5,000

*

 

Honolulu, Hawaii

 

 

 

 

 

 

Murray C. Gardner, Ph.D.

P. O. Box 1657

21,000

*

 

Kamuela, Hawaii

 

 

 

 

 

 

Alexander C. Kinzler

1100 Alakea Street, Suite 2900

499,0004

5.9%

 

Honolulu, Hawaii

 

 

 

 

 

 

Terry Johnston

201-5325 Cordova Bay Road

6,000

*

 

Victoria, British Columbia, Canada

 

 

 

 

 

 

Russell M. Gifford

1100 Alakea Street,
Suite 2900

173,5005

2.1%

 

Honolulu, Hawaii

 

 

 

 

 

 

Diane G. Kranz

145 East 57th Street

3,335

*

 

New York, New York

 

 

 

 

 

 

Kevin K. Takata

1060 Richards Street

850

*

 

Honolulu, Hawaii

 

 

 

 

 

 

Ahron H. Haspel

222 East 41st Street

2,000

*

 

New York, New York

 

 

 

 

 

 

Robert J. Inglima, Jr.

1 Deerhill Drive

11,8006

*

 

Ho-Ho-Kus, New Jersey

 

 

 

 

 

 

 

 

 

 

All directors and executive
officers as a group (11 persons)

2,044,0937

24.8%

____________________

2A person is deemed to be the beneficial owner of securities that such person can acquire as of and within the 60 days following the date of this table upon the exercise of options. Each beneficial owner’s percentage of ownership is determined by assuming that options or conversion rights that are held by such person (but not those held by any other person) and which are exercisable as of and within 60 days following the date of this table have been exercised. For purposes of the footnotes that follow, “currently exercisable” means options that are exercisable as of and within 60 days following the date of this table. Except as indicated in the footnotes that follow, shares listed in the table are held with sole voting and investment power.

3

Includes 1,848 shares owned by Mr. M. Kinzler’s wife to which Mr. M. Kinzler disclaims beneficial ownership.

*

Represents less than 1% of the outstanding shares of Common Stock of the Company.

4Includes 3,000 shares owned by his children to which Mr. A. Kinzler disclaims beneficial ownership and currently exercisable options to acquire 235,000 shares of Common Stock.
5Includes 3,300 shares owned by his children to which Mr. Gifford disclaims beneficial ownership and currently exercisable options to acquire 84,000 shares of Common Stock.

6

Includes 1,800 shares owned by his children to which Mr. Inglima disclaims beneficial ownership.

7

Includes currently exercisable options held by executive officers of the Company to acquire 319,000 shares of Common Stock.


Name and Address of Beneficial Owner Amount and Nature of
Beneficial Ownership1
 Percent
of Class
    
Joseph E. Magaro401 Riversville Road 1,263,060 15.3%
 Greenwich, Connecticut  
    
R. David Sudarsky3015 North Ocean Boulevard   727,600 8.8%
 Ft. Lauderdale, Florida  
    
Morton H. Kinzler1100 Alakea Street, Suite 2900 1,353,4082 16.4%
 Honolulu, Hawaii  
    
 Martin Anderson1099 Alakea Street, Suite 1800     5,000 *
 Honolulu, Hawaii  
    
 Murray C. Gardner, Ph.D.P. O. Box 1657  
 Kamuela, Hawaii     23,890 *
    
Alexander C. Kinzler1100 Alakea Street, Suite 2900    524,25036.2%
 Honolulu, Hawaii  
    
Russell M. Gifford1100 Alakea Street, Suite 2900     245,50042.9%
 Honolulu, Hawaii  
    
Diane G. Kranz145 East 57th Street      18,000*
 New York, New York  
    
Kevin K. Takata1060 Richards Street          850*
 Honolulu, Hawaii  
    
Ahron H. Haspel222 East 41st Street       2,000*
 New York, New York  
    
Robert J. Inglima, Jr.1 Deerhill Drive      14,8005*
 Ho-Ho-Kus, New Jersey  
All directors and executive
officers as a group (9 persons)
2,187,698625.3%

 

1  A person is deemed to be the beneficial owner of securities that such person can acquire as of and within the 60 days following the date of this table upon the exercise of options.  Each beneficial owner’s percentage of ownership is determined by assuming that options or conversion rights that are held by such person (but not those held by any other person) and which are exercisable as of and within 60 days following the date of this table have been exercised.  For purposes of the footnotes that follow, “currently exercisable” means options that are exercisable as of and within 60 days following the date of this table.  Excep t as indicated in the footnotes that follow, shares listed in the table are held with sole voting and investment power.
2  Includes 1,848 shares owned by his wife to which Mr. M. Kinzler disclaims beneficial ownership.
3  Includes 3,000 shares owned by his children to which Mr. A. Kinzler disclaims beneficial ownership and currently exercisable options to acquire 226,250 shares of Common Stock.
4  Includes 3,300 shares owned by his children to which Mr. Gifford disclaims beneficial ownership and currently exercisable options to acquire 156,000 shares of Common Stock.
5  Includes 1,800 shares owned by his children to which Mr. Inglima disclaims beneficial ownership.
6  Includes currently exercisable options held by executive officers of the Company to acquire 382,250 shares of Common Stock.
*  Represents less than 1% of the outstanding shares of Common Stock of the Company.


PROPOSAL NO. 2
ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, adopted in 2010, we are required to include in this Proxy Statement and to present at the meeting a non-binding stockholder vote to approve the compensation of our Named Executive Officers, as disclosed in this Proxy Statement.  This proposal gives stockholders the opportunity to approve or not approve the compensation of the Company’s Named Executive Officers that is disclosed in this Proxy Statement.  A proposal will be presented at the meeting in the form of the following resolution:

RESOLVED, that the stockholders approve the compensation of the Company’s Named Executive Officers, as disclosed in the executive compensation section, the compensation tables and related material in the Company’s Proxy Statement for the annual meeting.
As provided by law, this vote will not be binding on the Company’s Board of Directors and may not be construed as overruling a decision by the Board or create or imply any additional fiduciary duty on the Board.  The vote will not affect any compensation paid or awarded to any executive.


The purpose of our compensation policies and procedures is to attract and retain experienced, highly qualified executives critical to our long-term success and enhancement of stockholder value.  Because this vote is advisory, it will not be binding on the Board of Directors; however, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The affirmative vote of a majority of the shares of Common Stock outstanding and entitled to vote at this meeting is required for approval of this proposal.

Our Board of Directors believes that our compensation policies and procedures achieve our objective, and therefore recommends that stockholders vote FOR this proposal.


PROPOSAL NO. 3
RESOLUTION TO DETERMINE WHETHER TO HOLD AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION EVERY ONE (1), TWO (2) OR THREE (3) YEARS

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, adopted in 2010, we are required to include in this Proxy Statement and present at the meeting a stockholder vote to determine whether to consider and vote upon an advisory (non-binding) resolution to approve the compensation of our Named Executive Officers every one (1), two (2) or three (3) years.  This proposal gives stockholders the opportunity to determine how often to hold the advisory (non-binding) vote on executive compensation and will be presented at the meeting in the form of the following resolution:

RESOLVED, that the stockholders have determined that unless and until this matter is voted upon at a meeting of the stockholders of the Company, the Company is to hold an advisory (non-binding) vote on executive compensation, in the alternative, every

One (1) year,
Two (2) years, or
Three (3) years.

As provided under the statute, and until such time as the SEC adopts rules as required, the Company is required to give stockholders the opportunity to make this determination at least once every six (6) years.  As the Company is a smaller reporting company with a substantial proportion of the stock held by insiders and affiliates over a long period of time, the Board believes that holding an advisory (non-binding) vote on executive compensation once every three (3) years will provide sufficient feedback to the members of the Board of Directors to discharge their duties as appropriate under the law.  Although this is the recommendation of the Board, the proxy card gives stockholders four choices (every one, two or three years or abstain) and stockholders are not votin g to approve or disapprove the Board’s recommendations.  The vote of stockholders on this proposal is advisory only and is not binding on the Company or the Board.

Approval of this proposal will require a plurality of the votes cast at this meeting.

Our Board of Directors therefore recommends that stockholders vote once every THREE (3) years for this proposal.


PROPOSAL NO. 4
RATIFICATION OF THE SELECTION OF THE INDEPENDENT AUDITOR FOR 2009

2011


The Audit Committee has appointed KPMG LLP to serve as our independent auditor for fiscal year 2009.2011.  KPMG LLP has served as the Company’s independent auditor since 1990 and is considered by management to be well qualified.  Although stockholder ratification of the Audit Committee’s appointment of KPMG LLP as our independent auditor is not required, the Board of Directors is submitting the appointment of KPMG LLP to the stockholders for ratification.  If the stockholders fail to ratify the Audit Committee’s appointment, the Audit Committee will reconsider whether to retain KPMG LLP as the Company’s independent auditor.  In addition, even if the stockholders ratify the appointment of KPMG LLP, the Audit Committee may in its discretion appoint a different independent accountingaccoun ting firm at any time during the year if the Audit Committee determines that a change is in the best interests of the Company.  Ratification of the selection of the independent auditor requires a plurality of the votes entitled to be cast by the stockholders present or represented and entitled to vote on this matter at the Annual Meeting.  We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditor for fiscal year 2009.

2011.


KPMG LLP expects to have a representative available at the meeting who will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.


Our Board of Directors recommends a vote FOR the ratification of the selection of KPMG LLP as independent auditor for fiscal year 2009.

2011.



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership on Forms 3, 4, and 5 with the SEC and any national securities exchange on which such equity securities are registered.  Based solely on the Company’s review of the copies of such forms it has received and written representations from certain reporting persons that they were not required to file reports on Form 5 during the most recently completed fiscal year or prior years, the Company believes that all of its officers, directors and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them during the Company’s most recently completed fiscal year, except that one Statement of Changes of Beneficial Ownership on Form 4, representing three transactions, was filed late on behalf of Alexander C. Kinzler.

year.



CODE OF ETHICS


The Company has adopted a code of ethics that applies to all of our executive and non-executive employees.  The code of ethics contains certain additional terms applicable to our Chief Executive Officer and Chief Financial Officer.  The Company’s code of ethics may be found on the Company’s website at: www.brninc.com/ethics0304.pdf.



STOCKHOLDER PROPOSALS


Any Stockholderstockholder who, in accordance with SEC Rule 14a-8, wishes to present a proposal for inclusion in the proxy materials to be distributed in connection with the next Annual Meeting of Stockholders must submit the proposal so that it is received at the principal office of the Company no later than September 16, 2009.21, 2011.  As the SEC rules make clear, simply submitting a proposal does not guarantee that it will be included.


Notices of intention to present proposals at the next Annual Meeting of Stockholders should be addressed to Secretary, Barnwell Industries, Inc., 1100 Alakea Street, Suite 2900, Honolulu, Hawaii 96813.  The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

GENERAL


No business other than those set forth in Items (1), (2), (3), and (2)(4) of the Notice of Annual Meeting of Stockholders is expected to come before the meeting, but should any other matters requiring a vote of stockholders properly arise, including a question of adjourning the meeting, the persons named in the accompanying Proxy will vote thereon according to their best judgment in the best interests of the Company.


Insofar as any of the information in this Proxy Statement may rest peculiarly within the knowledge of persons other than the Company, the Company has relied upon information furnished by such persons.

By Order of the Board of Directors,


 By Order of the Board of Directors,

 /s/ Russell M. Gifford
RUSSELL M. GIFFORD

Secretary

Secretary


Dated:  January 15, 2009

20, 2011


Stockholders may obtain a copy, without charge, of the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, by writing to Russell M. Gifford, Barnwell Industries, Inc., 1100Alakea Street, Suite 2900, Honolulu, Hawaii 96813 or by sending an email to brn1@brninc.combarnwellinfo@brninc.com or by following the “SEC Filings”“2010 Annual Report” link at the Company’s website (www.brninc.com).




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BARNWELL INDUSTRIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder(s) of Barnwell Industries, Inc., a Delaware corporation, hereby appoint(s) Morton H. Kinzler and Alexander C. Kinzler, and each of them, attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to vote all the shares of Common Stock which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the Clarion Shreveport Hotel, 1419 East 70th Street, Shreveport, Louisiana, on March 2, 2009,7, 2011, at 9:30 A.M., Central Standard time, and at any adjournment of such meeting, with all powers which the undersigned would possess if personally present. The proxies shall vote subject to the directions indicated on the reverse side of this card, and proxies are authorized to vote in their discretion upon other business as may properly come before the meeting and any adjournments or postponements thereof. The proxies will vote as the Board of Directors recommends where a choice is not specified.

(Continued and to be signed on the reverse side)

■14475■
ANNUAL MEETING OF STOCKHOLDERS OF

BARNWELL INDUSTRIES, INC.

March 2, 2009

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

Please detach along perforated line and mail in the envelope provided.

7, 2011

PROXY VOTING INSTRUCTIONS
INTERNET – Access “www.voteproxy.com” and follow the on-screen instructions.  Have your proxy card available when you access the web page.
TELEPHONE – Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions.  Have your proxy card available when you call.
COMPANY NUMBER
ACCOUNT NUMBER
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL – Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON – You may vote your shares in person by attending the Annual Meeting.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:  The Notice of Meeting, Proxy Statement and Proxy Card
are available at http://www. amstock.com/ProxyServices/ViceMaterial.asp?CoNumber=00613
¯
Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.
¯
■ 20930030030000000000  4030711
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES”
IN THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2 and 4 AND
 THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE ONCE EVERY THREE (3) YEARS FOR PROPOSAL 2.
3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

 1. The election of 9 Directors listed below:2. The approval (non binding) of the compensation of the FOR AGAINSTABSTAIN
     Company's Named Executive Officers. ooo
         
NOMINEES:

o

FOR ALL NOMINEES 

FOR

o

AGAINST

Morton H. Kinzler 

ABSTAIN

Our Board of Directors recommends that stockholders

1.

oMartin Andersonvote FOR this proposal
oWITHHOLD AUTHORITYoMurray C. Gardner 
FOR ALL NOMINEES oAlexander C. Kinzler 3. The electionapproval (non binding) of 10the executive compensation1 year 2 years 3 years ABSTAIN
oRussell M. Gifford every one (1) year, two (2) years, or three (3) years. oo o o
o FOR ALL EXCEPToDiane G. Kranz 
(See instructions below)oKevin K. Takata Our Board of Directors listed below:

recommends that stockholders 

2.

oAhron H. Haspelvote once every THREE (3) YEARS for this proposal 
oRobert J. Inglima, Jr. 
4. Ratification of KPMG LLP as the Independent Auditor for 2009.

2011.  

o

 FOR

o

 AGAINST

o

 ABSTAIN

NOMINEES:

oo o

oOur Board of Directors recommends that stockholdersvote FOR this proposal

FOR ALL NOMINEES

o Morton H. Kinzler
o Alan D. Hunter
o Martin Anderson
o Murray C. Gardner
o Alexander C.  Kinzler
o Russell M. Gifford
o Diane G. Kranz
o Kevin K. Takata
o Ahron H. Haspel
o Robert J. Inglima, Jr.

The undersigned acknowledges receipt of the Note of Annual Meeting of Stockholders, Proxy Statement of the Company for the Annual Meeting and the Company’s Annual Report to Stockholders for the fiscal year ended September 30, 2008

o

WITHHOLD AUTHORITY FOR ALL NOMINEES

o

INSTRUCTIONS:

FOR ALL EXCEPT
(See instructions below)

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

INSTRUCTIONS:

To withhold authority to vote for any individual nominee(s), mark “"FOR ALL EXCEPT”" and fill in the circle next to each nominee you wish to withhold, as shown here:●•

The undersigned acknowledges receipt of the Notice of Annual Meeting of 
Stockholders, Proxy Statement of the Company for the Annual Meeting and
the Company's Annual Report to Stockholders for the fiscal year ended September 30, 2010. 

PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

To change the address on your account, please check the box at right and indicate your new address in the address space above.  Please note that changes to the registered name(s) on the account may not be submitted via this method.

o

Signature of Stockholder

Date:

    Date

Signature of Stockholder

Date:

Date

■Note:Please sign exactly as your name or names appear on this Proxy.  When shares are held jointly, each holder should sign.  When signing as executor, administrator, attorney, trustee or guardian, please give full title as such.  If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.  If signer is a partnership, please sign in partnership name by authorized person.■


ANNUAL MEETING OF STOCKHOLDERS OF
BARNWELL INDUSTRIES, INC.
March 7, 2011
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement and Proxy Card
are available at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=00613
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
¯Please detach along perforated line and mail in the envelope provided.¯

■ 20930030030000000000  4030711
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2 and 4 AND
 THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE ONCE EVERY THREE (3) YEARS FOR PROPOSAL 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.  PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
 1. The election of 9 Directors listed below:2. The approval (non binding) of the compensation of the FOR AGAINSTABSTAIN
     Company's Named Executive Officers. ooo
         
NOMINEES:
oFOR ALL NOMINEES oMorton H. Kinzler Our Board of Directors recommends that stockholders
oMartin Andersonvote FOR this proposal
oWITHHOLD AUTHORITYoMurray C. Gardner 
FOR ALL NOMINEES oAlexander C. Kinzler 3. The approval (non binding) of the executive compensation1 year 2 years 3 years ABSTAIN
oRussell M. Gifford every one (1) year, two (2) years, or three (3) years. oo o o
o FOR ALL EXCEPToDiane G. Kranz 
(See instructions below)oKevin K. Takata Our Board of Directors recommends that stockholders 
oAhron H. Haspelvote once every THREE (3) YEARS for this proposal 
oRobert J. Inglima, Jr. 
4. Ratification of KPMG LLP as the Independent Auditor for 2011.   FOR AGAINST ABSTAIN
oo o
Our Board of Directors recommends that stockholdersvote FOR this proposal
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here:  ●The undersigned acknowledges receipt of the Notice of Annual Meeting of 
Stockholders, Proxy Statement of the Company for the Annual Meeting and
the Company's Annual Report to Stockholders for the fiscal year ended September 30, 2010. 
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
To change the address on your account, please check the box at right and indicate your new address in the address space above.  Please note that changes to the registered name(s) on the account may not be submitted via this method.o
Signature of Stockholder    DateSignature of StockholderDate
■Note:
Please sign exactly as your name or names appear on this Proxy.  When shares are held jointly, each holder should sign.  When signing as executor, administrator, attorney, trustee or guardian, please give full title as such.  If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.  If signer is a partnership, please sign in partnership name by authorized person.

■