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
| þ Filed by the Registrant | ¨ Filed by a Party other than the Registrant |
| Check the appropriate box: |
¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement þ Definitive Additional Materials ¨ Soliciting Material under § 240.14a-12 |
BARNES GROUP INC.
(Name of Registrant as Specified In Its Charter)
| Payment of Filing Fee (Check the appropriate box): |
þ No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which the transaction applies: (2) Aggregate number of securities to which the transaction applies: (3) 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): (4) Proposed maximum aggregate value of the transaction: (5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ 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. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: |
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123 MAIN STREET
BRISTOL, CT 06010 V00589-P87874-Z84452 | |
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| | Your Vote Counts! BARNES GROUP INC. 2023 Annual Meeting Vote by May 4, 2023
11:59 PM Eastern Time | |
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You invested in BARNES GROUP INC. and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on May 5, 2023.
Get informed before you vote
View the Notice and Proxy Statement and 2022 Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 21, 2023. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
| | |  | | For complete information and to vote, visit www.ProxyVote.com |
| | | Control # |  |
Smartphone users Point your camera here and
vote without entering a
control number
| | |  | Vote In Person or Virtually at the Meeting* May 5, 2023
11:00 AM Eastern Time |
| | | DoubleTree by Hilton
42 Century Drive
Bristol, CT 06010
www.virtualshareholdermeeting.com/B2023 |
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| *Please check the meeting materials for any special requirements for meeting attendance. If you are attending the meeting in person, you will need to request a ballot to vote these shares. |
| Vote at www.ProxyVote.com |
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the
upcoming stockholder meeting. Please follow the instructions on
the reverse side to vote these important matters.
| Voting Items | Board
Recommends |
| 1. | Election of Directors
Nominees: | | |
| 1a. | Thomas O. Barnes |  | For |
| 1b. | Jakki L. Haussler | | For |
| 1c. | Elijah K. Barnes | | For |
| 1d. | Richard J. Hipple | | For |
| 1e. | Thomas J. Hook | | For |
| 1f. | Daphne E. Jones | | For |
| 1g. | Neal J. Keating | | For |
| 1h. | Mylle H. Mangum | | For |
| 1i. | Hans-Peter Männer | | For |
| 1j. | Anthony V. Nicolosi | | For |
| 1k. | JoAnna L. Sohovich | | For |
| 2. | Vote on a non-binding resolution to approve the Company’s executive compensation. | | For |
| 3. | Vote on a non-binding resolution to approve the frequency of holding an advisory vote on the Company’s executive compensation. | | For
1 YEAR |
| 4. | Approve the 2023 Barnes Group Inc. Stock and Incentive Award Plan. | | For |
| 5. | Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2023. | | For |
| NOTE: To transact such other business that may properly come before the meeting. |
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| Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. |
V00590-P87874-Z84452
