B 8-K 2015 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 8, 2015

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))






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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 proposals submitted to a vote of the stockholders at the 2015 Annual Meeting of Barnes Group Inc. (the "Company") held on May 8, 2015:

(1)
Election of directors:
Director
For a Term Expiring in
Votes For
Votes Withheld
Broker Non-Votes
Thomas O. Barnes
2016
44,990,900
884,160
3,445,756
Gary G. Benanav
2016
43,334,638
2,540,422
3,445,756
William S. Bristow, Jr.
2016
45,034,562
840,498
3,445,756
Patrick J. Dempsey
2016
45,234,382
640,678
3,445,756
Mylle H. Mangum
2016
41,360,199
4,514,861
3,445,756
Hassell H. McClellan
2016
45,298,350
576,710
3,445,756
JoAnna L. Sohovich
2016
45,355,148
519,912
3,445,756

(2)
Advisory (non-binding) vote to approve the Company's executive compensation:
Votes For
Votes Against
Abstentions
Broker Non-Votes
36,184,175
9,461,952
228,933
3,445,756

(3)
Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent auditor for 2015:
Votes For
Votes Against
Abstentions
Broker Non-Votes
47,598,808
1,678,062
43,946
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 8, 2015
BARNES GROUP INC.
 
 
(Registrant)
 
 
 
 
 
 
By:
/s/ KRISTINE M. MURPHY
 
 
 
     Kristine M. Murphy
     Acting General Counsel and Assistant Secretary
 



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