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): July 15, 2021

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) Election of Directors.

On July 15, 2021, the Board of Directors (the "Board") of Barnes Group Inc. (the "Company") elected Jakki L. Haussler as an independent director of the Company, effective July 15, 2021, for a term ending on the date of the 2022 Annual Meeting of Stockholders.

There is no arrangement or understanding between Ms. Haussler and any other persons by which she was selected as a director. Additionally, there are no transactions involving Ms. Haussler requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Haussler will participate in the standard compensation and benefit programs received by the Company's non-management directors, which are described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 26, 2021.

The Board has appointed Ms. Haussler to the Compensation and Management Development Committee.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on July 15, 2021 announcing the election of Ms. Haussler to the Board. A copy of the press release is furnished with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)
Exhibit No.
99.1	Press Release of the Company dated July 15, 2021.
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.

	BARNES GROUP INC.
	(Registrant)
Date:  July 15, 2021	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. APPOINTS

JAKKI L. HAUSSLER TO BOARD OF DIRECTORS

Bristol, Connecticut, July 15, 2021 --- Barnes Group Inc. (NYSE: B) today announced the appointment of Jakki L. Haussler to the Company’s Board of Directors, effective July 15, 2021. Ms. Haussler will stand for election by the Company’s stockholders at the 2022 Annual Meeting of Stockholders. Ms. Haussler has been appointed to the Company’s Compensation and Management Development Committee.

“We are extremely pleased to welcome Jakki to the Board of Barnes Group Inc. and look forward to her significant contributions to the Company’s growth strategy and ongoing portfolio transformation,” said Thomas O. Barnes, Chairman of the Board, Barnes Group Inc. "Jakki’s extensive experience in public accounting, investment banking, venture capital, and asset management will be an important asset to the Board and the Company as we look to grow through organic and acquisitive investments.”

From 1996 until 2019, Ms. Haussler was Co-founder, Chairman, and CEO of Opus Capital Management, Inc., a registered investment advisory firm, where she currently remains non-executive Chairman. Ms. Haussler has served on the Board of Cincinnati Bell Inc. since 2008, where she is Chair of the Audit and Finance Committee and a member of the Executive Committee, and where she was previously Chair of the Governance and Nominating Committee, and a member of the Compensation Committee. In addition, Ms. Haussler is on the Board of Directors/Trustees of various Morgan Stanley Funds, and is on the Board of Service Corporation International where she serves on both the Investment Committee and the Audit Committee.

Ms. Haussler holds a BBA in accounting from the University of Cincinnati and a Juris Doctor from the Salmon P. Chase College of Law, Northern Kentucky University.

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. The skilled and dedicated employees of Barnes Group around the globe are committed to the highest performance standards and achieving consistent, sustainable profitable growth. Barnes Group is committed to corporate accountability and furthering environmental, social and governance principles as evidenced by our listing as one of America’s Most Responsible Companies by Newsweek.For more information, visit www.BGInc.com.

Investor Contact:

Barnes Group Inc.

William Pitts

Director, Investor Relations

860.583.7070

XML

Document and Entity Information	Jul. 15, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 15, 2021
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