8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 28, 2020

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-4801	06-0247840
(Commission File Number)	(I.R.S. Employer Identification No.)
123 Main Street
Bristol
Connecticut	06010
(Address of principal executive offices)	(Zip Code)

(860) 583-7070

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	B	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 28, 2020, Mr. Christopher J. Stephens, Jr., Senior Vice President, Finance & Chief Financial Officer of Barnes Group Inc. (the “Company”) provided notice of his resignation from the Company effective December 31, 2020 (“Transition Date”). Mr. Stephens will assist in the transition of his role until the Transition Date. The Company will commence a search for Mr. Stephens’s replacement.

On October 28, 2020, Marian Acker, Vice President, Controller of the Company, and the Company’s Principal Accounting Officer, was appointed as the Company’s Interim Chief Financial Officer and Principal Financial Officer, effective as of the Transition Date. Ms. Acker, age 58, joined the Company in 1993 and has served as the Company’s Vice President, Controller since 2010. Ms. Acker will continue to serve as Vice President, Controller during her tenure as Interim Chief Financial Officer and Principal Financial Officer.

Ms. Acker does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.  There are no transactions in which Ms. Acker has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On November 2, 2020, the Company issued a press release (the “Press Release”) regarding the foregoing. A copy of the Press Release is attached and furnished as Exhibit 99.1 hereto.

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
99.1	Press Release, dated November 2, 2020.
104	Cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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:    November 2, 2020            BARNES GROUP INC

(Registrant)

By    /S/ JAMES C. PELLETIER        

James C. Pelletier

Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Barnes Group Inc. 123 Main Street Bristol, CT 06010

NEWS RELEASE

BARNES GROUP INC. ANNOUNCES CFO TRANSITION

BRISTOL, Conn., November 2, 2020 — Barnes Group Inc. (NYSE: B), a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, today announced that its Senior Vice President, Finance & Chief Financial Officer, Chris Stephens, has informed the Company he has been recruited to become the Chief Financial Officer at a larger public company and that he will be leaving the Company. Stephens, who has served as CFO since joining Barnes Group in January 2009, will continue in that role until December 31, 2020 to assist in a smooth transition.

Marian Acker, who currently serves as Vice President, Controller will assume the role of interim CFO effective upon Mr. Stephens’s departure. Acker has worked at Barnes Group for 27 years as a finance executive in several roles of increasing responsibility including Group Controller, Barnes Aerospace and Assistant Corporate Controller. The Company will initiate a search process to identify a permanent CFO that will include both internal and external candidates.

“Having worked in close partnership with Chris in developing and executing on our profitable transformation and growth strategy, I am grateful for his significant impact in transforming our business and delivering value to our shareholders,” said Patrick J. Dempsey, President and Chief Executive Officer of Barnes Group Inc. “It is no surprise that other major companies would seek to benefit from Chris’s outstanding knowledge and experience. On behalf of the entire Barnes Group team, I want to thank Chris for his many contributions and leadership over the last 11 years. We wish him all the best,” added Dempsey.

“Marian’s deep knowledge of Barnes Group and her dedication and contributions to the profitable growth of the Company make her an ideal person to lead our finance team as we work to identify a permanent CFO. She has my and the Board’s full trust and confidence as she takes on this new role,” continued Dempsey.

Mr. Stephens added, “It has been a privilege to work with such an exceptional team during my time at Barnes Group. As I take the next step in my career, I am confident that the Company’s growth strategy and ongoing transformation will continue to bring further success under the leadership of Patrick, the executive team, and the Board.”

About Barnes Group

Barnes Group Inc. (NYSE: B) is a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, serving a wide range of end markets and customers. Its specialized products and services are used in far- reaching applications including aerospace, transportation, manufacturing, automation, healthcare, and packaging. Barnes Group’s skilled and dedicated employees around the globe are committed to the highest performance standards and achieving consistent, sustainable profitable growth. For more information, visit www.BGInc.com.

Contact:

Barnes Group Inc.

William Pitts

Director, Investor Relations 860.583.7070

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XML

Document and Entity Information	Oct. 28, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 28, 2020
Entity Registrant Name	BARNES GROUP INC
Entity Central Index Key	0000009984
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-4801
Entity Tax Identification Number	06-0247840
Entity Address, Address Line One	123 Main Street
Entity Address, City or Town	Bristol
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06010
City Area Code	860
Local Phone Number	583-7070
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	B
Security Exchange Name	NYSE