Additional Proxy Soliciting Materials (definitive) (defa14a)
March 22 2016 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant
x
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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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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BARNES
GROUP INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of 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 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 6, 2016.
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, 2016
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Date:
May 6, 2016
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Time:
11:00 AM EDT
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Location:
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DoubleTree By Hilton
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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.
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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:
NOTICE AND PROXY STATEMENT 2015 ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page)
and visit:
www.proxyvote.com,
or scan the QR Barcode below.
How to Request and Receive a PAPER or E-MAIL Copy:
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
(located on the following page) in the subject line.
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 24, 2016 to facilitate timely delivery.
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How To Vote
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Please Choose One of the Following Voting Methods
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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.
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
(located on the following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials,
which will include a proxy card.
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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01) Thomas O. Barnes
02) Elijah K. Barnes
03) Gary G. Benanav
04) Patrick J. Dempsey
05) Thomas J. Hook
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06) Francis J. Kramer
07) Mylle H. Mangum
08) Hassell H. McClellan
09) William J. Morgan
10) JoAnna L. Sohovich
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The Board of Directors recommends you vote FOR proposals 2, 3, 4, and 5 and AGAINST proposal 6:
2.
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Advisory vote to approve the Companys executive compensation.
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3.
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Ratify the selection of PricewaterhouseCoopers LLP as the Companys independent auditor for 2016.
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4.
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Approve the Companys Performance Based Bonus Plan for Selected Executive Officers.
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5.
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Amend the Companys Bylaws to replace plurality voting with majority voting in uncontested director elections.
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6.
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Shareholder proposal as described in this proxy statement, if properly presented at the meeting.
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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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