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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): April 17, 2023
BARNES GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 1-4801 | | 06-0247840 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 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)
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| 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: |
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| ☐ | 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:
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| 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.
On April 17, 2023, Stephen G. Moule, Senior Vice President of Barnes Group Inc. (the “Company”) and President, Barnes Industrial, tendered his resignation to the Company in order to accept another opportunity. His last day with the Company is expected to be April 30, 2023.
Thomas J. Hook, the Company’s President and Chief Executive Officer, will assume the additional responsibilities of President, Barnes Industrial on a temporary basis.
There is no arrangement or understanding between Mr. Hook and any other persons pursuant to which he was appointed to the additional role of President, Barnes Industrial, and there are no family relationships between Mr. Hook and any director or executive officer of the Company. Mr. Hook has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits. | | |
| Exhibit No. | | |
| 104 | | Cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
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| 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. |
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| BARNES GROUP INC. |
| (Registrant) |
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| Date: April 21, 2023 | By: | /s/ Jay Knoll |
| | Jay Knoll
Senior Vice President, General Counsel and Secretary |