8-K 1 barnes3588311-8k.htm CURRENT REPORT

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 3, 2019

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 B New York Stock Exchange

1


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

Barnes Group Inc. (the "Company") held its 2019 Annual Meeting of Stockholders on May 3, 2019.

The stockholders voted on the following matters and cast their votes as described below:

(1) Election of directors: The following individuals were elected to serve as directors for a term expiring at the 2020 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 For A Term Expiring In Votes For Votes Withheld Broker Non-Votes
Thomas O. Barnes      2020      43,090,303      43,265      2,780,849
Elijah K. Barnes 2020   36,891,716 44,369 2,780,849
Gary G. Benanav 2020   42,803,068 76,434 2,780,849
Patrick J. Dempsey 2020   43,556,748 63,350 2,780,849
Richard J. Hipple 2020   43,181,854 72,575 2,780,849
Thomas J. Hook 2020   43,401,524 67,882 2,780,849
Mylle H. Mangum 2020   42,911,584 50,361 2,780,849
Hans-Peter Männer 2020   43,507,403 63,835 2,780,849
Hassell H. McClellan 2020   42,991,447 67,109 2,780,849
William J. Morgan 2020   42,946,073 72,571 2,780,849
Anthony V. Nicolosi 2020   43,655,682 73,396 2,780,849
JoAnna L. Sohovich 2020   43,477,140 45,481 2,780,849

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

Votes For Votes Against Abstentions Broker Non-Votes
42,966,512 756,749 181,785 2,780,849

(3) Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2019. The proposal was approved and the results of the voting were as follows:

Votes For Votes Against Abstentions  
45,333,803 1,272,092 80,000  

2


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 6, 2019 BARNES GROUP INC.
(Registrant)
 
By      /s/ Peter A. Gutermann
Peter A. Gutermann
Senior Vice President, General Counsel and Secretary

3