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 4, 2012
BARNES GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-04801 | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of the Company was held on May 4, 2012 (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders:
(1) | Electing directors: |
Director | For a Term Expiring in | Votes For | Votes Withheld | Broker Non-Votes |
Thomas J. Albani | 2015 | 21,201,056 | 23,408,724 | 4,192,518 |
Thomas O. Barnes | 2015 | 24,628,513 | 19,981,267 | 4,192,518 |
Gary G. Benanav | 2015 | 21,210,474 | 23,399,306 | 4,192,518 |
Mylle H. Mangum | 2015 | 24,557,211 | 20,052,569 | 4,192,518 |
(2) | Ratifying the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2012: |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
47,188,690 | 1,563,941 | 49,667 | 0 |
(3) | Advisory (non-binding) resolution to approve the Company's executive compensation: |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
43,948,755 | 476,018 | 185,007 | 4,192,518 |
(4) | Consideration of a stockholder proposal regarding establishing a policy that the Board's chairman be independent and not have previously served as an executive officer of the Company: |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
20,510,401 | 23,837,563 | 261,816 | 4,192,518 |
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 4, 2012 | BARNES GROUP INC. | |
(Registrant) | ||
By: | /s/ CHRISTOPHER J. STEPHENS, JR. | |
Christopher J. Stephens, Jr. Senior Vice President, Finance and Chief Financial Officer | ||