B 8-K 2012 Annual Meeting


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 4, 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))










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

The annual meeting of the stockholders of the Company was held on May 4, 2012 (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders:

(1)
Electing directors:

Director
For a Term Expiring in
Votes For
Votes Withheld
Broker Non-Votes
Thomas J. Albani
2015
21,201,056
23,408,724
4,192,518
Thomas O. Barnes
2015
24,628,513
19,981,267
4,192,518
Gary G. Benanav
2015
21,210,474
23,399,306
4,192,518
Mylle H. Mangum
2015
24,557,211
20,052,569
4,192,518


(2)
Ratifying the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2012:
Votes For
Votes Against
Abstentions
Broker Non-Votes
47,188,690
1,563,941
49,667
0


(3)
Advisory (non-binding) resolution to approve the Company's executive compensation:
Votes For
Votes Against
Abstentions
Broker Non-Votes
43,948,755
476,018
185,007
4,192,518


(4)
Consideration of a stockholder proposal regarding establishing a policy that the Board's chairman be independent and not have previously served as an executive officer of the Company:
Votes For
Votes Against
Abstentions
Broker Non-Votes
20,510,401
23,837,563
261,816
4,192,518






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 4, 2012
BARNES GROUP INC.
 
(Registrant)
 
 
 
 
By:
/s/ CHRISTOPHER J. STEPHENS, JR.
 
 
     Christopher J. Stephens, Jr.
     Senior Vice President, Finance and Chief Financial Officer