DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

BARNES GROUP INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 6, 2016.

 

BARNES GROUP INC.

 

 

LOGO

123 MAIN STREET

BRISTOL, CT 06010

Meeting Information

 

  Meeting Type: Annual Meeting

 

  For holders as of: March 9, 2016

 

  Date: May 6, 2016 Time: 11:00 AM EDT

 

  Location: DoubleTree By Hilton
    Bristol, CT 06010

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain  proxy materials and voting instructions.

 

 

Before You Vote

How to Access the Proxy Materials

 

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT         2015 ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

  1)  BY INTERNET:

www.proxyvote.com

  2)  BY TELEPHONE:

1-800-579-1639

  3)  BY E-MAIL*:

sendmaterial@proxyvote.com

*    If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 24, 2016 to facilitate timely delivery.

 

How To Vote

  

LOGO

 

Please Choose One of the Following Voting Methods

    

 

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

Vote By Mail:  You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

The Board of Directors recommends you vote FOR all of the following director nominees:

 

1. Election of Directors:

Nominees:

 

01)  Thomas O. Barnes

02)  Elijah K. Barnes

03)  Gary G. Benanav

04)  Patrick J. Dempsey

05)  Thomas J. Hook

   

06)  Francis J. Kramer

07)  Mylle H. Mangum

08)  Hassell H. McClellan

09)  William J. Morgan

10)  JoAnna L. Sohovich

      

The Board of Directors recommends you vote FOR proposals 2, 3, 4, and 5 and AGAINST proposal 6:

 

2. Advisory vote to approve the Company’s executive compensation.

 

3. Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2016.

 

4. Approve the Company’s Performance Based Bonus Plan for Selected Executive Officers.

 

5. Amend the Company’s Bylaws to replace plurality voting with majority voting in uncontested director elections.

 

6. Shareholder proposal as described in this proxy statement, if properly presented at the meeting.

NOTE: To conduct such other business that may properly come before the meeting or any adjournment thereof.