Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2018

(Exact name of registrant as specified in its charter)

(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))

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. ☐


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 Annual Meeting held on May 4, 2018:


Election of directors:

Director       For A Term Expiring In       Votes For       Votes Withheld       Broker Non-Votes
Thomas O. Barnes 2019 46,237,172 641,182 2,988,576
Elijah K. Barnes 2019 40,389,389 6,486,738 2,988,576
Gary G. Benanav 2019 46,132,536 738,712 2,988,576
Patrick J. Dempsey 2019 46,537,032 340,512 2,988,576
Richard J. Hipple 2019 46,701,667 171,592 2,988,576
Thomas J. Hook 2019 46,640,234 232,440 2,988,576
Mylle H. Mangum 2019 46,174,757 697,702 2,988,576
Hans-Peter Männer 2019 46,489,551 385,285 2,988,576
Hassell H. McClellan 2019 46,409,986 463,210 2,988,576
William J. Morgan 2019 46,222,637 651,006 2,988,576
Anthony V. Nicolosi 2019 46,596,654 217,154 2,988,576
JoAnna L. Sohovich 2019 46,729,313 146,085 2,988,576


Advisory vote for the resolution to approve the Company’s executive compensation:

Votes For       Votes Against       Abstentions       Broker Non-Votes
46,121,837 617,415 147,300 2,988,576


Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2018:

Votes For       Votes Against       Abstentions       Broker Non-Votes
46,187,721 1,521,376 166,031 0



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, 2018 BARNES GROUP INC.
By         /s/ Peter A. Gutermann
Peter A. Gutermann
Senior Vice President, General Counsel and Secretary