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): May 8, 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))

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.

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



Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 8, 2020, Barnes Group Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (“Annual Meeting”). At the Annual Meeting, stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.  Set forth below are the final voting results for each matter submitted to a vote of the Company’s stockholders at the Annual Meeting.

(1)
Election of directors: The following individuals were elected to serve as directors for a term expiring at the 2021 Annual Meeting of Stockholders or upon the election and qualification of their successors, and the voting results for each of the nominees were as follows:


Director

Votes For
Votes Against
Abstentions
Broker Non-Votes
Thomas O. Barnes
44,923,937
313,751
163,625
2,292,099
Elijah K. Barnes
45,120,041
118,238
163,034
2,292,099
Patrick J. Dempsey
45,147,554
89,861
163,898
2,292,099
Richard J. Hipple
44,682,735
530,308
188,270
2,292,099
Thomas J. Hook
44,995,792
217,337
188,184
2,292,099
Daphne E. Jones
45,036,985
124,304
240,024
2,292,099
Mylle H. Mangum
42,693,672
2,529,651
177,990
2,292,099
Hans-Peter Männer
45,048,489
176,687
176,137
2,292,099
Hassell H. McClellan
44,698,711
454,526
248,076
2,292,099
William J. Morgan
44,755,418
459,909
185,986
2,292,099
Anthony V. Nicolosi
45,039,408
123,246
238,659
2,292,099
JoAnna L. Sohovich
44,693,843
532,308
175,162
2,292,099


(2)
Advisory vote for the resolution to approve the Company’s executive compensation. The proposal was approved and the results of the voting were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
43,994,970
1,180,613
225,730
2,292,099



(3)
Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2020. The proposal was approved and the results of the voting were as follows:

Votes For
Votes Against
Abstentions

46,401,884
1,125,068
166,460





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: May 11, 2020
 BARNES GROUP INC.
(Registrant)
 
 


By: /s/ James C. Pelletier                                                         
       James C. Pelletier
       Senior Vice President, General Counsel and Secretary