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): March 8, 2022

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 March 8, 2022, Patrick J. Dempsey, President and Chief Executive Officer and a director of Barnes Group Inc. (the “Company”) began a temporary leave of absence from his role as President and Chief Executive Officer to address health matters affecting a family member. In connection with Mr. Dempsey’s leave of absence, effective March 8, 2022, the Board of Directors of the Company appointed Julie K. Streich, the Company’s Senior Vice President, Finance and Chief Financial Officer, as Interim Chief Executive Officer (principal executive officer) until Mr. Dempsey’s return. Ms. Streich will also continue to serve as the Company’s Senior Vice President, Finance and Chief Financial Officer during this interim period.

A copy of the Company’s press release announcing the foregoing is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits.

(d)
Exhibit No.	Document Description
99.1	Press Release of the Company dated March 10, 2022.
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:  March 10, 2022	BARNES GROUP INC.
	(Registrant)
	By	/s/ James C. Pelletier
		James C. Pelletier Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1 860.583.7070 | info@bginc.com barnesgroupinc.com

BARNES ANNOUNCES PRESIDENT AND CHIEF EXECUTIVE OFFICER PATRICK J. DEMPSEY TO TAKE A TEMPORARY LEAVE OF ABSENCE

March 10, 2022    

Bristol, Conn. — Barnes Group Inc. (NYSE: B), a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, today announced that Patrick J. Dempsey, Barnes President and Chief Executive Officer, will begin a temporary leave of absence to address health matters affecting an immediate family member.

In connection with Mr. Dempsey’s leave of absence, effective March 8, 2022, the Board of Directors of the Company appointed Julie K. Streich, the Company’s Senior Vice President, Finance and Chief Financial Officer, as Interim Chief Executive Officer until Mr. Dempsey’s return. Ms. Streich will also continue to serve as the Company’s Senior Vice President, Finance and Chief Financial Officer during this interim period.

"We fully support Patrick’s request to take this leave to focus on his family’s situation," said Thomas O. Barnes, Chairman of the Board. "The Board has complete confidence in the leadership team that Patrick has built, and the team is well-positioned to execute the Company’s strategy and effectively manage day-to-day operations."

About Barnes

Barnes Group Inc. (NYSE: B) pioneers technologies to help change the world. Employees across the globe are dedicated to Persistent Ingenuity™ – advancing what’s possible and delivering to the highest standards. We serve a wide range of end markets and customers, including healthcare, automation, packaging, aerospace, mobility, and manufacturing, delivering breakthrough products and services to shape a more inclusive and sustainable world. For more information, visit www.barnesgroupinc.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address our expected future operating and financial performance and financial condition, and often contain words such as "anticipate," "believe," "expect," "plan," "estimate," "project," “continue,” “will,” “should,” and similar terms. These forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. These risks include uncertainties relating to conditions in financial markets; future financial performance of the industries or customers that we serve; risks associated with international sales and operations; the ability to maintain adequate liquidity and financing sources; and general     

123 Main Street, Bristol, CT 06010-6376

economic conditions affecting the industries we serve. A detailed discussion of these and other factors that may affect our future results is contained in Barnes Group Inc.’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Form 10-K, 10-Q, and 8-K. The Company assumes no obligation to update our forward-looking statements.

Category: General

Investors:

Barnes Group Inc.

William Pitts

Vice President, Investor Relations

860.583.7070

2

XML

Document and Entity Information	Mar. 08, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 08, 2022
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