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B > SEC Filings for B > Form 8-K on 9-May-2014All Recent SEC Filings

Show all filings for BARNES GROUP INC

Form 8-K for BARNES GROUP INC


9-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Se


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the 2014 Annual Meeting of Stockholders held on May 9, 2014, the stockholders of Barnes Group Inc. ("Barnes" or the "Company") approved the Barnes Group Inc. 2014 Stock and Incentive Award Plan (the "Plan"), under which the Company may issue equity-based awards to any person who renders or has rendered services that benefit or will benefit the Company or its subsidiaries, including employees, directors, consultants, advisors, independent contractors or agents. The Barnes Group Inc. Stock and Incentive Award Plan, as amended on March 15, 2010 (the "Prior Plan"), was merged with and into the Plan.

The Plan authorizes for issuance 7,616,477 shares of Barnes common stock, reduced (i) for each share subject to a stock option or stock appreciation right granted after December 31, 2013 under the Prior Plan, on the basis of a fixed ratio of 1:1, and (ii) for each share subject to a stock-based award (other than an option or stock appreciation right) granted after December 31, 2013 under the Prior Plan, on the basis of a fixed ratio of 2.84:1, subject to adjustment as described in the Plan. The Plan was approved by the Company's Board of Directors (the "Board") on February 12, 2014, subject to stockholder approval.

A description of the material terms of the Plan can be found in the section of the Definitive Proxy Statement on Schedule 14A filed by the Company on March 27, 2014 entitled "Proposal to Approve the 2014 Barnes Group Inc. Stock and Incentive Award Plan (Item 4)," which is incorporated by reference into this Form 8-K.

The foregoing summary is qualified in its entirety by reference to the Plan filed as Annex 1 to the Definitive Proxy Statement on Schedule 14A filed by the Company on March 27, 2014, which is incorporated by reference into this Form 8-K.



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 2014 Annual Meeting held on May 9, 2014:

(1) Election of directors:

                        For a Term
Director                Expiring in    Votes For      Votes Withheld  Broker Non-Votes
William S. Bristow, Jr.    2015        45,647,232        644,428         4,062,318
Patrick J. Dempsey         2015        45,499,131        792,529         4,062,318
Hassell H. McClellan       2015        45,853,786        437,874         4,062,318
JoAnna Sohovich            2015        45,979,609        312,051         4,062,318

(2) Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014:

Votes For Votes Against Abstentions Broker Non-Votes 49,352,830 838,482 162,666 0

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

Votes For Votes Against Abstentions Broker Non-Votes 37,714,108 7,707,238 870,314 4,062,318

(4) Approve the 2014 Barnes Group Inc. Stock and Incentive Award Plan:

Votes For Votes Against Abstentions Broker Non-Votes 36,066,615 9,450,791 774,254 4,062,318




Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Document Description
99.1 Press release of the Company dated May 9, 2014.


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