UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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, par value $0.01 per share | B | New York Stock Exchange |
Barnes Group Inc. is filing this amended Current Report on Form 8-K, originally filed with the Securities and Exchange Commission on May 6, 2019 (the “Original Filing ”), for the purpose of amending and restating Item 5.07 in its entirety to correct an inadvertent error in the Original Filing.
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 | | | | | | | | Broker Non- |
| | Expiring In | | Votes For | | Votes Against | | Abstentions | | Votes |
| Thomas O. Barnes | | 2020 | | 43,090,303 | | 771,478 | | 43,265 | | 2,780,849 |
| Elijah K. Barnes | | 2020 | | 36,891,716 | | 6,968,961 | | 44,369 | | 2,780,849 |
| Gary G. Benanav | | 2020 | | 42,803,068 | | 1,025,544 | | 76,434 | | 2,780,849 |
| Patrick J. Dempsey | | 2020 | | 43,556,748 | | 284,948 | | 63,350 | | 2,780,849 |
| Richard J. Hipple | | 2020 | | 43,181,854 | | 650,617 | | 72,575 | | 2,780,849 |
| Thomas J. Hook | | 2020 | | 43,401,524 | | 435,640 | | 67,882 | | 2,780,849 |
| Mylle H. Mangum | | 2020 | | 42,911,584 | | 943,101 | | 50,361 | | 2,780,849 |
| Hans-Peter Männer | | 2020 | | 43,507,403 | | 333,808 | | 63,835 | | 2,780,849 |
| Hassell H. McClellan | | 2020 | | 42,991,447 | | 846,490 | | 67,109 | | 2,780,849 |
| William J. Morgan | | 2020 | | 42,946,073 | | 886,402 | | 72,571 | | 2,780,849 |
| Anthony V. Nicolosi | | 2020 | | 43,655,682 | | 175,968 | | 73,396 | | 2,780,849 |
| JoAnna L. Sohovich | | 2020 | | 43,477,140 | | 382,425 | | 45,481 | | 2,780,849 |
| (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 |
| 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 | |
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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 7, 2019 | BARNES GROUP INC. |
| (Registrant) |
| |
| By | /s/ Peter A. Gutermann | |
| | Peter A. Gutermann |
| | Senior Vice President, General Counsel and Secretary |
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