Additional Proxy Soliciting Materials (definitive) (defa14a)
March 21 2017 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other
than the Registrant
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Check the appropriate box:
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Preliminary Proxy
Statement
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Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material under §
240.14a-12
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(Name of Registrant as Specified In Its
Charter)
Payment of Filing Fee (Check
the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title of each class of
securities to which the transaction applies:
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(2)
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Aggregate number of
securities to which the transaction applies:
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(3)
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Per unit price or
other underlying value of the transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated
and state how it was determined):
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(4)
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Proposed maximum
aggregate value of the transaction:
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(5)
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Total fee
paid:
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Fee
paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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*** Exercise Your
Right
to Vote
***
Important Notice Regarding the
Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May
5, 2017.
BARNES GROUP INC.
123 MAIN STREET
BRISTOL, CT
06010
Meeting Information
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Meeting Type:
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Annual Meeting
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For holders as of:
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March 9, 2017
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Date:
May 5, 2017
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Time:
11:00 AM EDT
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Location:
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DoubleTree By Hilton
Bristol, CT
06010
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You are receiving this communication
because you hold shares in the company named above.
This is not a ballot. You cannot use this
notice to vote these shares. This communication presents only an overview of the
more complete proxy materials that are available to you on the Internet. You may
view the proxy materials online at
www.proxyvote.com
, scan the QR Barcode
on the reverse side, or easily request a paper copy (see reverse
side).
We encourage you to access and review all
of the important information contained in the proxy materials before
voting.
See the reverse
side of this notice to obtain proxy materials and voting
instructions.
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Before You
Vote
How to Access the
Proxy Materials
Proxy Materials Available to VIEW
or RECEIVE:
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NOTICE AND PROXY STATEMENT 2016
ANNUAL REPORT
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How to View
Online:
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Have the information that is printed
in the box marked by the arrow ➔
XXXX XXXX XXXX XXXX
(located on the following page) and visit:
www.proxyvote.com,
or
scan the QR Barcode below.
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How to Request and Receive a
PAPER or E-MAIL Copy:
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If you want to receive a paper or
e-mail copy of these documents, you must request one. There is NO charge
for requesting a copy. Please choose one of the following methods to make
your request:
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1)
BY INTERNET
:
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www.proxyvote.com
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2)
BY TELEPHONE
:
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1-800-579-1639
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3)
BY E-MAIL*
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sendmaterial@proxyvote.com
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* If requesting materials by e-mail,
please send a blank e-mail with the information that is printed in the box
marked by the arrow ➔
XXXX XXXX XXXX XXXX
(located on the following page) in the subject
line.
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Requests, instructions and other
inquiries sent to this e-mail address will NOT be forwarded to your
investment advisor. Please make the request as instructed above on or
before April 21, 2017 to facilitate timely
delivery.
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How To
Vote
Please
Choose One of the Following Voting Methods
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SCAN TO
VIEW MATERIALS & VOTE
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Vote In Person:
Many stockholder meetings have attendance requirements
including, but not limited to, the possession of an attendance ticket
issued by the entity holding the meeting. Please check the meeting
materials for any special requirements for meeting attendance. At the
meeting, you will need to request a ballot to vote these
shares.
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Vote By Internet:
Go to
www.proxyvote.com
or from a
smart phone, scan the QR Barcode above
.
Have the information that is printed in
the box marked by the arrow ➔
XXXX XXXX XXXX XXXX
(located on the following page) available and follow the
instructions.
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Vote By
Mail:
You can vote by mail by
requesting a paper copy of the materials, which will include a proxy
card.
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The Board of Directors recommends you
vote FOR all of the following director nominees:
1.
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Election of Directors:
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Nominees:
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1a.
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Thomas O. Barnes
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1b.
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Elijah K. Barnes
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1c.
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Gary G. Benanav
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1d.
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Patrick J. Dempsey
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1e.
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Thomas J. Hook
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1f.
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Mylle H. Mangum
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1g.
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Hans-Peter Männer
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1h.
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Hassell H. McClellan
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1i.
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William J. Morgan
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1j.
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Anthony V. Nicolosi
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1k.
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JoAnna L.
Sohovich
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The Board of Directors recommends
you vote FOR proposals 2 and 3:
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2.
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Ratify the Company's bylaw
amendment allowing proxy access.
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3.
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Advisory vote to approve the
Company's executive compensation.
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The Board of Directors recommends
you vote 1 Year on the following proposal:
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4.
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Advisory resolution regarding the
frequency advisory vote on the Company's executive
compensation.
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The Board of Directors recommends
you vote FOR proposal 5:
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5.
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Ratify the selection of
PricewaterhouseCoopers LLP as the Company's independent auditor for
2017.
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NOTE:
To conduct such other business that may properly come before the
meeting or any adjournment thereof.
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