(Commission File Number) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) | (Zip Code) |
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)) |
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
(1) | Election of ten directors. The following individuals were elected to serve as directors for a term expiring at the 2025 Annual Meeting of Stockholders or upon the election and qualification of their successors, and the voting results for each of the director nominees were as follows: |
Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
Elijah K. Barnes | 44,874,070 | 652,371 | 27,367 | 1,911,550 | ||||||||||||||||||||||
Jakki L. Haussler | 44,784,319 | 752,768 | 16,721 | 1,911,550 | ||||||||||||||||||||||
Richard J. Hipple | 44,728,974 | 806,875 | 17,959 | 1,911,550 | ||||||||||||||||||||||
Thomas J. Hook | 45,304,730 | 227,044 | 22,034 | 1,911,550 | ||||||||||||||||||||||
Daphne E. Jones | 45,326,526 | 208,613 | 18,669 | 1,911,550 | ||||||||||||||||||||||
Adam J. Katz | 44,576,419 | 926,658 | 50,731 | 1,911,550 | ||||||||||||||||||||||
Neal J. Keating | 45,216,768 | 319,371 | 17,669 | 1,911,550 | ||||||||||||||||||||||
Hans-Peter Männer | 45,314,104 | 221,458 | 18,246 | 1,911,550 | ||||||||||||||||||||||
Anthony V. Nicolosi | 45,310,117 | 224,088 | 19,603 | 1,911,550 | ||||||||||||||||||||||
JoAnna L. Sohovich | 44,649,621 | 885,080 | 19,107 | 1,911,550 |
(2) | Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. The proposal was approved and the results of the voting were as follows: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
45,772,652 | 1,670,730 | 21,976 | 0 |
(3) | Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers. The proposal was approved and the results of the voting were as follows: |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||
36,397,825 | 9,110,835 | 45,148 | 1,911,550 |
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. |
BARNES GROUP INC. | ||||||||
(Registrant) | ||||||||
Date: May 09, 2024 | By: | /s/ Jay B. Knoll | ||||||
Jay B. Knoll Senior Vice President, General Counsel and Secretary |