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 5, 2017

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))

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. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

Below are the final voting results for each of the nominees for director and proposals submitted to a vote of the stockholders of Barnes Group Inc. (the “Company”) at the Company’s 2017 annual meeting of stockholders held on May 5, 2017:

(1)

Election of directors:


Director         For A Term Expiring In       Votes For       Votes Withheld       Broker Non-Votes
Thomas O. Barnes 2018    46,108,214          730,105              3,019,673       
Elijah K. Barnes 2018 40,833,580 5,989,967 3,019,673
Gary G. Benanav 2018 45,028,003 1,778,613 3,019,673
Patrick J. Dempsey 2018 46,257,581 572,905 3,019,673
Thomas J. Hook 2018 45,654,231 102,259 3,019,673
Mylle H. Mangum 2018 44,435,146 2,371,090 3,019,673
Hans-Peter Männer 2018 46,225,097 581,677 3,019,673
Hassell H. McClellan 2018 46,433,303 321,777 3,019,673
William J. Morgan 2018 45,995,844 809,022 3,019,673
Anthony V. Nicolosi 2018 46,633,011 104,021 3,019,673
JoAnna L. Sohovich 2018 46,692,014 115,526 3,019,673

(2) Ratify the Company’s Bylaw amendment allowing proxy access:

Votes For       Votes Against       Abstentions       Broker Non-Votes
46,397,529   301,165   159,275   3,019,673

(3) Advisory vote to approve the Company’s executive compensation:

Votes For       Votes Against       Abstentions       Broker Non-Votes
46,220,289 469,205   168,475 3,019,673

(4) Advisory resolution regarding the frequency of holding an advisory vote on the Company’s executive compensation:

1 Year       2 Years       3 Years       Abstentions       Broker Non-Votes
36,936,008   56,704   9,727,639   137,618   3,019,673

The Company will conduct an advisory vote on executive compensation annually until the next vote on the frequency of the advisory vote on executive compensation.

(5) Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2017:

Votes For       Votes Against       Abstentions       Broker Non-Votes
47,887,733 1,912,692   77,217 0

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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 5, 2017       BARNES GROUP INC.
(Registrant)
 
 
  By      /s/ JAMES BERKLAS, JR.  
    James Berklas, Jr.
    Senior Vice President, General Counsel and Secretary

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