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B > SEC Filings for B > Form 8-K on 6-May-2013All Recent SEC Filings

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Form 8-K for BARNES GROUP INC


6-May-2013

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Byl


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 3, 2013, George T. Carpenter retired from his position as a director of Barnes Group Inc. (the "Company").
Also on May 3, 2013, in accordance with his previously announced retirement, Gregory F. Milzcik retired from his position as Executive Vice Chairman of the Company and as a director of the Company, and the Board of Directors (the "Board") elected Patrick J. Dempsey, the Company's President and Chief Executive Officer, as a director to fill the vacancy resulting from Mr. Milzcik's resignation. Mr. Dempsey's term will end on the date of the 2014 Annual Meeting of Stockholders. The Board appointed Mr. Dempsey to the Executive Committee of the Board as an ex officio, non-voting member.
Mr. Dempsey, 48, has served in his current role since March 1, 2013. Prior to that, since February 2012, Mr. Dempsey was the Company's Senior Vice President and Chief Operating Officer. Mr. Dempsey held a series of roles of increasing responsibility since joining the Company in October 2000. In November 2004, he was promoted to Vice President, Barnes Group Inc. and President, Barnes Aerospace. In October 2007, he was appointed Vice President, Barnes Group Inc. and President, Barnes Distribution. In October 2008, he was appointed Vice President, Barnes Group Inc. and President, Logistics and Manufacturing Services.



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 3, 2013 (the "Annual Meeting"). As reported below in Item 5.07, at the Annual Meeting, the stockholders approved (i) an amendment to the Company's Restated Certificate of Incorporation to eliminate supermajority voting requirements for certain corporate actions taken by stockholders (the "Charter Amendment") and (ii) a proposal to amend the Company's Amended and Restated By-Laws to (a) declassify the Board of Directors and provide instead for the annual election of directors and (b) in accordance with the requirements of Delaware law, eliminate the provision that allows stockholders to remove directors only for cause and reduce the vote for removal to the affirmative vote of holders of a majority of outstanding shares of stock of the Company entitled to vote in elections of directors (the "Declassification Amendment"). The Board approved both the Charter Amendment and the Declassification Amendment on October 19, 2012, subject to approval by the Company's stockholders.
The Certificate of Amendment of the Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 3, 2013 and was effective upon filing. The Amended and Restated By-Laws were effective as of May 3, 2013.
Summaries of the Declassification Amendment and the Charter Amendment were included as part of Item 4 and Item 5, respectively, in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 19, 2013. The above description and the summaries contained in the proxy statement are qualified by and subject to the full text of the Certificate of Amendment of the Restated Certificate of Incorporation and the Amended and Restated By-Laws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, 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 Company's Annual Meeting held on May 3, 2013:


(1) Election of directors:

Director          For a Term Expiring in Votes For  Votes Withheld Broker Non-Votes
John W. Alden              2016          43,675,723   2,476,661       3,971,933
Francis J. Kramer          2016          45,428,226    724,158        3,971,933
William J. Morgan          2016          44,506,991   1,645,393       3,971,933

(2) Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2013:

Votes For Votes Against Abstentions Broker Non-Votes 48,511,793 1,496,262 116,262 0

(3) Advisory (non-binding) resolution to approve the Company's executive compensation:

Votes For Votes Against Abstentions Broker Non-Votes 44,086,551 1,511,470 554,363 3,971,933

(4) Amend the Company's Amended and Restated By-Laws to provide for the annual election of all directors:

Votes For Votes Against Abstentions Broker Non-Votes 45,727,524 228,208 196,652 3,971,933

(5) Amend the Company's Restated Certificate of Incorporation to eliminate certain supermajority voting requirements:
Votes For Votes Against Abstentions Broker Non-Votes 45,544,650 297,555 310,179 3,791,933



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.    Document Description
    3.1        Certificate of Amendment of the Restated Certificate of
               Incorporation of Barnes Group Inc. (as of May 3, 2013).
    3.2        Amended and Restated By-Laws of Barnes Group Inc. (as of May 3,
               2013).


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