8-K

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): February 7, 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))

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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.

(c) Appointment of Principal Officers.

On February 8, 2012, the Board of Directors (the "Board") of Barnes Group Inc. (the "Company") appointed Patrick J. Dempsey, 47, to the position of Senior Vice President and Chief Operating Officer of the Company, effective February 13, 2012. Mr. Dempsey has 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 to his most recent position as Vice President, Barnes Group Inc. and President, Logistics and Manufacturing Services.

(e) Compensatory Arrangements of Certain Officers.

Contingent on his appointment by the Company's Board of Directors on February 8, 2012, on February 7, 2012, the Compensation and Management Development Committee of the Board of Directors of the Company (the "CMDC") approved the following compensation actions with regard to Mr. Dempsey: (1) a base salary increase to $450,000 from $431,000, (2) a target percentage of 50% of base salary for purposes of the annual incentive compensation plan, which is unchanged from his target percentage before the appointment, and (3) a long-term equity grant value of $625,000. The approval of this long-term equity grant resulted in the CMDC making the following awards to Mr. Dempsey on February 8, 2012: an Option to purchase 13,000 shares of Company common stock, a grant of 7,100 Restricted Stock Units and a grant of 11,800 Performance Share Awards. A summary of the terms of these equity awards is included in the Company's Form 8-K filed with the Securities and Exchange Commission on February 14, 2011, and the forms of award agreements were filed as exhibits to the Company's Form 10-Q filed with the Securities and Exchange Commission on April 29, 2011. A slight modification of the terms of the Performance Share Awards is described below.

On February 7, 2012, the CMDC approved a special equity retention grant valued at $750,000 for Christopher J. Stephens, Jr., Senior Vice President, Finance and Chief Financial Officer. This resulted in the CMDC making a special grant of 28,200 Restricted Stock Units to Mr. Stephens on February 8, 2012. The award will vest in three equal installments on the second, third and fourth anniversaries of the grant date.

In addition, the CMDC took the following actions with respect to the Company's named executive officers (as defined in the Company's Proxy Statement for its 2011 Annual Meeting of Stockholders and who are currently employed by and have not provided notice of resignation to the Company (the "Named Executive Officers")).

The CMDC approved the target mix of equity awards for 2012 under the Barnes Group Inc. Stock and Incentive Award Plan, as amended (the "Equity Plan"), which has been approved by the Company's stockholders. For 2011, the target mix of equity awards issued under the Equity Plan consisted of one-third each of Options, Restricted Stock Units, and Performance Share Awards under the Company's long-term Relative Measure Program (the "Program"). For 2012, the approved target mix under the Equity Plan is 20% Options, 30% Restricted Stock Units and 50% Performance Share Awards. A summary of material terms of these equity awards and the Program is included in the Company's Form 8-K filed with the Securities and Exchange Commission on February 14, 2011, and the forms of award agreements were filed as exhibits to the Form 10-Q filed with the Securities and Exchange Commission on April 29, 2011.

The CMDC also approved a slight modification to the form of Performance Share Award agreement to provide for a complete forfeiture of Performance Share Awards under the Program if the participant's employment is involuntarily terminated by the Company without cause before the first anniversary of the Performance Share Award grant date. This change applies to Performance Share Awards under the Program granted in 2012 and later years. Before this amendment, if a participant's employment was involuntarily terminated by the Company without cause before the first anniversary of the grant date, then a pro-rata portion of the award based on the number of days

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the participant was employed during the Performance Period would have been paid based on the Company's actual performance for the Performance Period.

On February 8, 2012, the CMDC approved annual equity awards of Options, Restricted Stock Units and Performance Share Awards under the Program for certain employees, in each case pursuant to the terms of the Equity Plan and the relevant forms of award agreements. The following table summarizes the awards granted to the listed Named Executive Officers.

	Annual Stock Option Grants	Annual RSU Grants	Relative MeasurePSAs
	(# shares)	(# units)	(# shares)
G. Milzcik	62,500	33,800	56,400
C. Stephens, Jr.	13,600	7,400	12,300
P. Dempsey	13,000	7,100	11,800

On February 8, 2012, the Board approved an amendment to the Company's Supplemental Executive Retirement Plan ("SERP"), which provides certain supplemental pension benefits in the form of a monthly supplemental annuity. The approved amendment terminates participation in the SERP for all individuals who are not receiving benefits under the SERP or vested thereunder as of April 1, 2012.

The Board also approved an amendment to the Company's 2009 Nonqualified Deferred Compensation Plan ("DC Plan") on February 8, 2012. The DC Plan provides participants with certain supplemental retirement benefits if the participant is vested at termination of employment. Vesting typically occurs upon the attainment of age 55 and 10 years of service. In general under the DC Plan, and subject to the the CMDC's determination, participants are credited with an annual hypothetical contribution equal to 20% of any base salary and annual incentive compensation above the Internal Revenue Code Section 401(a)(17) limit (i.e., earnings taken into account for tax-qualified plan purposes, currently $250,000), and vested benefits are paid following termination of employment, which is typically in the form of five annual installments. The amendment approved by the Board closed participation to any employee hired, rehired or promoted into an eligible position on or after April 1, 2012.

Item 7.01. Regulation FD Disclosure.

On February 13, 2012, the Company issued a press release announcing the appointment of Patrick J. Dempsey as Senior Vice President and Chief Operating Officer, and the realignment of its business units. This press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)
Exhibit No.	Document Description
99.1	Press release dated February 13, 2012

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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:  February 13, 2012	BARNES GROUP INC.
	(Registrant)
	By:	/s/ DAWN N. EDWARDS
		Dawn N. Edwards      Senior Vice President, Human Resources

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EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Press release dated February 13, 2012

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EX-99.1

	Exhibit 99.1
	Barnes Group Inc. 123 Main Street Bristol, CT 06010

NEWS RELEASE                                             

BARNES GROUP INC. APPOINTS PATRICK J. DEMPSEY, CHIEF OPERATING OFFICER AND ALIGNS GLOBAL BUSINESS UNITS INTO THREE REPORTING SEGMENTS

BRISTOL, Conn., February 13, 2012- Barnes Group Inc. (NYSE: B) today announced the appointment of Patrick J. Dempsey as Senior Vice President and Chief Operating Officer. The Company also announced the realignment of its business units to better serve its customers and to accelerate growth. This organizational realignment results in three reportable segments: Aerospace, Industrial and Distribution.

“Following the successful divestiture of our Barnes Distribution Europe businesses and the implementation of our targeted, customer-focused aerospace strategy, this realignment is the next logical step in positioning Barnes Group for long-term profitable growth,” said Gregory Milzcik, President and Chief Executive Officer of Barnes Group Inc. “Patrick has served as an integral member of the leadership team for over a decade - helping to develop and implement strategic initiatives to drive growth and optimize our operational effectiveness and profitability. Patrick's experience and expertise makes him well-suited to lead our operations globally.”

Barnes Group's new structure is designed to provide increased customer service, drive product differentiation, and accelerate the Company's growth initiatives.

Barnes Group's three business segments are:

• Aerospace - a producer of precision-machined and fabricated components and assemblies for original equipment manufacturer (“OEM”) turbine engine, airframe and industrial gas turbine builders throughout the world, and for the military; a provider of jet engine component overhaul and repair services for many of the world's major turbine engine manufacturers, commercial airlines and the military; and a manufacturer and provider of aerospace aftermarket spare parts and the repair of aerospace engine components.

• Industrial - a global supplier of high quality manufactured precision components for critical applications serving diverse industrial end markets, such as transportation, energy, electronics, medical and consumer products.

• Distribution -an industry leader in logistics support through vendor managed inventory and technical sales for maintenance, repair, operating and production supplies, as well as the design, manufacture and distribution of engineered supplies for the global industrial base.

Mr. Dempsey has been with Barnes Group since 2000, most recently serving as Vice President, Barnes Group Inc. and President, Logistics and Manufacturing Services. In his new role, Mr. Dempsey will have full responsibility and oversight of the three business segments and continue to report to Greg Milzcik, the Company's Chief Executive Officer. “I have the utmost confidence in Patrick and look forward to working with him as COO as we continue our efforts to achieve

operational excellence, superior customer service, and enhanced growth in today's global marketplace,” said Milzcik.

Beginning in the first quarter of 2012, the Company's segment information will be reported under the new segment structure and previously reported segment information will be adjusted on a retrospective basis to reflect this change.

About Barnes Group

Founded in 1857, Barnes Group Inc. (NYSE:B) is an international aerospace and industrial components manufacturer and logistics services company serving a wide range of end markets and customers. The products and services provided by Barnes Group are critical components for far-reaching applications that provide transportation, communication, manufacturing and technology to the world. Barnes Group's approximately 4,400 dedicated employees, at more than 50 locations worldwide, are committed to achieving consistent and sustainable profitable growth.  For more information, visit www.BGInc.com.  Barnes Group, the Critical Components People.

Forward-Looking Statements

Certain of the statements in this press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based upon management's good faith expectations and beliefs concerning future developments and their potential effect upon the Company and can be identified by the use of words such as “anticipated,” “believe,” “expect,” “plans,” “strategy,” “estimate,” “project,” and other words of similar meaning in connection with a discussion of future operating or financial performance. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. The risks and uncertainties, which are described in our periodic filings with the Securities and Exchange Commission, include, among others, uncertainties arising from the current or worsening disruptions in financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; integration of acquired businesses; restructuring costs or savings; the impact of the acquisition of the BDE businesses by Berner SE and any other future strategic actions, including acquisitions, joint ventures, divestitures, restructurings, or strategic business realignments, and our ability to achieve the financial and operational targets set in connection with any such actions; introduction or development of new products or transfer of work; changes in raw material or product prices and availability; foreign currency exposure; our dependence upon revenues and earnings from a small number of significant customers; a major loss of customers; the outcome of pending and future claims or litigation or governmental, regulatory proceedings, investigations, inquiries, and audits; uninsured claims and litigation; outcome of contingencies; future repurchases of common stock; future levels of indebtedness; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, environmental, regulatory and public health nature. The Company assumes no obligation to update our forward-looking statements.

Contact:

William Pitts

Director of Investor Relations

860-583-7070