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): April 23, 2020

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-4801 (Commission File Number)	06-0247840 (I.R.S. Employer Identification No.)
123 Main Street, Bristol, Connecticut (Address of principal executive offices)	06010 (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. ◻

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	B	New York Stock Exchange

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)  As part of the actions taken by Barnes Group Inc. (the “Company”) in response to the ongoing global economic challenges and uncertainties attributable to the coronavirus (COVID-19) pandemic, the resulting impact on the broader macroeconomic environment and on the Company’s businesses and end markets, Patrick J. Dempsey, President and Chief Executive Officer, has voluntarily reduced his base salary by 30%, effective May 1, 2020, for six months until October 31, 2020. The Company’s other officers have also voluntarily reduced their base salaries by 15%, effective May 1, 2020, for three months until July 31, 2020. 

On April 23, 2020, the Compensation and Management Development Committee of the Company’s Board of Directors approved these voluntary reductions.

In addition, on April 23, 2020, the non-management members of the Company’s Board of Directors elected to reduce their annual cash retainer fees, as well as the annual Chairman and Chairperson committee retainer fees for three months, in the amounts of 30%, in the case of the Chairman of the Board, and 15% for the other non-management Directors.

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: April 23, 2020	BARNES GROUP INC. (Registrant)
	By:              /S/ JAMES C. PELLETIER                                   James C. Pelletier                    Senior Vice President, General Counsel and Secretary