Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT - BARNES GROUP INC | b8-kexhibit991pressrelease.htm |
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 9, 2014
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 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: |
Director | For a Term 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 |
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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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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 9, 2014 | BARNES GROUP INC. | ||
(Registrant) | |||
By: | /s/ CLAUDIA S. TOUSSAINT | ||
Claudia S. Toussaint Senior Vice President, General Counsel and Secretary | |||
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EXHIBIT INDEX
Exhibit No. | Document Description | |
99.1 | Press Release of the Company dated May 9, 2014. | |
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