Current Report Filing (8-k)
September 11 2019 - 11:19AM
Edgar (US Regulatory)
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2019-09-10
2019-09-11
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xbrli:shares
iso4217:USD
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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): September 11, 2019
BARNES GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-4801
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06-0247840
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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123 Main Street, Bristol, Connecticut
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06010
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(Address of principal executive offices)
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(Zip Code)
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(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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B
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New York Stock Exchange
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1
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(d) Election of Directors.
On September 11, 2019, the Board of Directors (the "Board") of Barnes Group Inc. (the "Company") appointed Daphne E. Jones as an independent director of the Company, effective September 12, 2019, for a term ending on the date of the 2020 Annual Meeting of Stockholders.
There is no arrangement or understanding between Ms. Jones and any other persons by which she was selected as a director. Additionally, there are no transactions involving Ms. Jones requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Jones will participate in the standard compensation and benefit programs received by the Company's non-management directors, which are described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 22, 2019.
The Board has appointed Ms. Jones to the Audit Committee.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on September 11, 2019 announcing the election of Ms. Jones to the Board. A copy of the press release is furnished with this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d)
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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.
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Dated: September 11, 2019
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BARNES GROUP INC.
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(Registrant)
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By:
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/s/ Peter A. Gutermann
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Peter A. Gutermann
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Senior Vice President, General Counsel and Secretary
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3
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