Current Report Filing (8-k)
May 05 2017 - 4:16PM
Edgar (US Regulatory)
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 5, 2017
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. ☐
1
Item 5.07. Submission of Matters to a
Vote of Security Holders.
Below are the final voting results for
each of the nominees for director and proposals submitted to a vote of the stockholders of Barnes Group Inc. (the Company) at the Companys 2017 annual
meeting of stockholders held on May 5, 2017:
(1)
|
Election of directors:
|
Director
|
|
|
For A Term Expiring In
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Thomas O. Barnes
|
|
2018
|
|
|
46,108,214
|
|
|
|
730,105
|
|
|
|
3,019,673
|
|
Elijah K. Barnes
|
|
2018
|
|
|
40,833,580
|
|
|
|
5,989,967
|
|
|
|
3,019,673
|
|
Gary G. Benanav
|
|
2018
|
|
|
45,028,003
|
|
|
|
1,778,613
|
|
|
|
3,019,673
|
|
Patrick J. Dempsey
|
|
2018
|
|
|
46,257,581
|
|
|
|
572,905
|
|
|
|
3,019,673
|
|
Thomas J. Hook
|
|
2018
|
|
|
45,654,231
|
|
|
|
102,259
|
|
|
|
3,019,673
|
|
Mylle H. Mangum
|
|
2018
|
|
|
44,435,146
|
|
|
|
2,371,090
|
|
|
|
3,019,673
|
|
Hans-Peter Männer
|
|
2018
|
|
|
46,225,097
|
|
|
|
581,677
|
|
|
|
3,019,673
|
|
Hassell H. McClellan
|
|
2018
|
|
|
46,433,303
|
|
|
|
321,777
|
|
|
|
3,019,673
|
|
William J. Morgan
|
|
2018
|
|
|
45,995,844
|
|
|
|
809,022
|
|
|
|
3,019,673
|
|
Anthony V. Nicolosi
|
|
2018
|
|
|
46,633,011
|
|
|
|
104,021
|
|
|
|
3,019,673
|
|
JoAnna L. Sohovich
|
|
2018
|
|
|
46,692,014
|
|
|
|
115,526
|
|
|
|
3,019,673
|
|
(2)
|
Ratify the Companys Bylaw amendment
allowing proxy access:
|
Votes For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
46,397,529
|
|
301,165
|
|
159,275
|
|
3,019,673
|
(3)
|
Advisory vote to approve the Companys
executive compensation:
|
Votes For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
46,220,289
|
|
469,205
|
|
168,475
|
|
3,019,673
|
(4)
|
Advisory resolution regarding the
frequency of holding an advisory vote on the Companys executive
compensation:
|
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstentions
|
|
Broker
Non-Votes
|
36,936,008
|
|
56,704
|
|
9,727,639
|
|
137,618
|
|
3,019,673
|
The Company will conduct an advisory vote
on executive compensation annually until the next vote on the frequency
of the advisory vote on executive compensation.
(5)
|
Ratify the selection of
PricewaterhouseCoopers LLP as the Companys independent auditor for
2017:
|
Votes For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
47,887,733
|
|
1,912,692
|
|
77,217
|
|
0
|
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 5, 2017
|
|
BARNES GROUP
INC.
|
|
|
(Registrant)
|
|
|
|
|
By
|
/s/ JAMES BERKLAS, JR.
|
|
|
|
|
James Berklas,
Jr.
|
|
|
|
Senior Vice President,
General Counsel and Secretary
|
3
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