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 6, 2016

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))






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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(e) On May 6, 2016, the stockholders of Barnes Group Inc. (the “Company”) approved the Barnes Group Inc. Performance-Linked Bonus Plan for Selected Executive Officers, as amended (the “PLBP”). See Item 5.07 of this report below. The purpose of the PLBP is to provide the Company’s senior executive officers with cash incentive compensation opportunities. The PLBP was submitted to stockholders to: (a) extend the term of the PLBP for an additional five years through the date of the 2021 annual meeting and (b) approve revised performance objectives that can be used under the PLBP.
A further description of the terms of the PLBP was set forth as part of Proposal 4 in the Company’s definitive proxy statement which was filed with the Securities and Exchange Commission on March 22, 2016 (the “2016 Proxy Statement”), which is incorporated herein by reference. The description in the 2016 Proxy Statement and the description of the PLBP contained herein are qualified in their entirety by reference to the complete terms and conditions of the PLBP which was filed as Annex 1 to the 2016 Proxy Statement, and which is incorporated herein by reference.


Item 5.03. Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The annual meeting of the stockholders of the Company was held on May 6, 2016 (the “Annual Meeting”). As reported below in Item 5.07, at the Annual Meeting, the stockholders approved a proposal to amend the Company’s Amended and Restated By-Laws to replace plurality voting with majority voting in uncontested director elections (the “Majority Voting Amendment”). The Board approved the Majority Voting Amendment on February 10, 2016, subject to approval by the Company’s stockholders. The Amended and Restated By-Laws were effective as of May 6, 2016 and, as a result, an affirmative majority of the total number of votes cast in director elections will be required for election of directors of the Company beginning in 2017.

A summary of the Majority Voting Amendment was included as part of Proposal 5 in the 2016 Proxy Statement. The above description and the summary contained in the 2016 Proxy Statement are qualified by and subject to the full text of the Amended and Restated By-Laws, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.


Item 5.07. Submission of Matters to a Vote of Security Holders.

Below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting held on May 6, 2016:

(1)
Election of directors:
Director
For a Term Expiring in
Votes For
Votes Withheld
Broker Non-Votes
Thomas O. Barnes
2017
45,226,780
166,834
3,346,359
Elijah K. Barnes
2017
45,255,858
137,756
3,346,359
Gary G. Benanav
2017
42,030,114
3,363,500
3,346,359
Patrick J. Dempsey
2017
45,225,257
168,357
3,346,359
Thomas J. Hook
2017
45,259,149
134,465
3,346,359
Francis J. Kramer
2017
44,495,260
898,354
3,346,359
Mylle H. Mangum
2017
43,584,749
1,808,865
3,346,359
Hassell H. McClellan
2017
45,003,060
390,554
3,346,359
William J. Morgan
2017
44,456,710
936,904
3,346,359
JoAnna L. Sohovich
2017
45,020,636
372,978
3,346,359

(2)
Advisory (non-binding) vote to approve the Company's executive compensation:
Votes For
Votes Against
Abstentions
Broker Non-Votes
44,546,501
796,122
50,991
3,346,359

(3)
Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent auditor for 2016:

2



Votes For
Votes Against
Abstentions
Broker Non-Votes
47,031,600
1,681,931
26,442
0

(4)
Approve the Company's Performance Based Bonus Plan for Selected Executive Officers:
Votes For
Votes Against
Abstentions
Broker Non-Votes
44,292,432
1,050,847
50,335
3,346,359

(5) Amend the Company's Amended and Restated By-Laws to replace plurality voting with majority voting in uncontested director elections:
Votes For
Votes Against
Abstentions
Broker Non-Votes
45,153,820
180,894
58,900
3,346,359

(6) Shareholder proposal regarding the Board establishing a general payout policy that gives preference to share repurchases over dividends as a method to return capital to shareholders:
Votes For
Votes Against
Abstentions
Broker Non-Votes
1,369,081
43,882,084
142,449
3,346,359

Item 9.01
 
Financial Statements and Exhibits.
(d) Exhibits:
 
 
 
 
 
Exhibit No.
 
Document Description
 
 
 
3.1
 
Amended and Restated By-Laws of Barnes Group Inc. (as of May 6, 2016).


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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 6, 2016
BARNES GROUP INC.
 
 
(Registrant)
 
 
 
 
 
 
By:
/s/ JAMES P. BERKLAS, JR.
 
 
 
     James P. Berklas, Jr.
     Senior Vice President, General Counsel and Secretary
 


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EXHIBIT INDEX
Exhibit No.
 
Document Description    
 
 
 
3.1
 
Amended and Restated By-Laws of Barnes Group Inc. (as of May 6, 2016).


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