Announces Planned Retirements of Chairman Thomas O. Barnes and
Lead Independent Director Mylle H. Mangum, and appointment of
Richard Hipple as Chair Elect
Appoints Irenic Capital Management Co-Founder Adam Katz to the
Board
Enters into Cooperation Agreement with Irenic Capital
Management
Barnes Group Inc. (NYSE: B), a global provider of highly
engineered products, differentiated industrial technologies, and
innovative solutions, today announced the planned retirements of
Chairman Thomas O. Barnes and Lead Independent Director Mylle H.
Mangum, consistent with the Company’s corporate governance
retirement policy, effective at the Company’s Annual Meeting of
Stockholders in May 2024. Mr. Barnes will become Chairman Emeritus
and continue to lead the Barnes Foundation following his retirement
from the Board. The company also announced that the Board of
Directors has selected Richard J. Hipple as Chair Elect, reflecting
its intention to appoint Mr. Hipple Chair of the Board of Directors
effective immediately after the 2024 Annual Meeting of
Stockholders, subject to his re-election by the stockholders.
In addition, the Company announced that it entered into a
cooperation agreement with Irenic Capital Management (together with
its affiliates, “Irenic”), pursuant to which the Board of Directors
appointed Adam Katz, co-founder and Chief Investment Officer of
Irenic Capital Management, to serve on its Board of Directors,
effective immediately, and is engaging Larry Lawson, former CEO of
Spirit AeroSystems Holdings, Inc., to serve as a Special Advisor to
the Board of Directors and Barnes’s senior management team. Barnes
will also work with Irenic to identify an additional mutually
agreed upon independent director to appoint to the Board of
Directors.
Thomas O. Barnes, Chairman of the Board, said, “It has been an
honor to serve the company my family founded in 1857. Since our
launch as a public company in 1946, we have endeavored to be an
industry leader in the markets we serve and deliver value to all
our stakeholders – our customers, our employees, our partners, and
our shareholders – as well as support the communities in which we
operate. Over my 45 years in leadership roles, I have had the
humble opportunity to work with thousands of talented, capable, and
dedicated people, especially those in our facilities around the
world. Words cannot describe my appreciation. Looking forward, I am
excited about the future of Barnes as we continue to execute our
transformation strategy.”
Barnes continued, “I want to recognize Mylle, a long-time
director and my esteemed colleague, for her tireless dedication and
meaningful contributions to Barnes over her 21-year tenure. Her
energy, passion for our people, and impact has been profound. On
behalf of the Board and the entire Barnes team, I want to thank
Mylle for her service and wish her all the best going forward.”
Barnes added, “I am delighted that the Board has selected Dick
as my successor as Chair of our Board of Directors. Dick brings a
wealth of management and board experience to our Board and has been
an insightful and collegial presence in our boardroom. The Board
will benefit from his leadership as the company continues to drive
value for its stockholders.”
Thomas J. Hook, President and Chief Executive Officer commented,
“On behalf of our entire organization, I want to publicly recognize
and thank Tom for his decades of steadfast leadership, championing
of our people, and meaningful community impact. It has been an
honor to serve with Tom, and we salute and celebrate his
immeasurable service to Barnes. We look forward to his continued
contributions as Chairman Emeritus.”
Hook continued, “We also look forward to working with Adam and
Larry, particularly as we drive our strategic processes to scale
Aerospace, and integrate, consolidate, and rationalize Industrial.
We expect that Adam will reinforce an investor’s perspective in our
board deliberations, while Larry will provide valuable industry
perspective as we expand our Aerospace business. We appreciate
their enthusiasm for the Company and welcome their expertise and
active participation in supporting shareholder value creation.”
Adam Katz, Irenic co-founder, said, “We appreciate the Board’s
collaborative approach in reaching this outcome. Irenic invested in
Barnes because we believe there is a significant opportunity to
unlock shareholder value as the Company becomes more focused on
Aerospace. I look forward to diving in immediately and getting to
work alongside our fellow directors. Additionally, Larry’s track
record of driving operational improvements and strong performance
to enhance value is unparalleled in the Aerospace industry, and we
are grateful to him for his willingness to serve as a Special
Advisor to the Company.”
The Company has entered into a cooperation agreement with Irenic
which contains customary standstill, voting, confidentiality, and
other provisions. The cooperation agreement with Irenic will be
filed in a Current Report on Form 8-K with the Securities and
Exchange Commission.
Wachtell, Lipton, Rosen & Katz is serving as legal advisor
and BofA Securities is serving as financial advisor to Barnes.
Joele Frank, Wilkinson Brimmer Katcher and Corbin Advisors are
serving as investor relations advisors to Barnes.
Olshan Frome Wolosky LLP is serving as legal counsel to Irenic
and LDG Advisory and Longacre Square Partners are advising
Irenic.
Biographies
Adam J. Katz, age 38, currently serves as the Managing
Member of Irenic Capital Management GP LLC, the general partner of
Irenic Capital Management LP, an investment management firm. Mr.
Katz has served as the Chief Investment Officer since he co-founded
the firm in October 2021. Previously, Mr. Katz served as Associate
Portfolio Manager for Elliott Management L.P., from December 2013
to September 2021. Since August 2023, he has served on the Board of
Directors of Arconic Corporation, a manufacturer of lightweight
metals with a focus on high-performance aluminum products that are
used in aerospace, automotive, defense, and construction
applications. Mr. Katz received an M.B.A. from Harvard Business
School, where he was a Baker Scholar, a J.D. from Harvard Law
School, and an A.B., magna cum laude with High Honors in Field,
from Harvard University.
Larry A. Lawson, age 65, served as President, Chief
Executive Officer and a member of the Board of Directors of Spirit
AeroSystems Holdings, Inc. (“Spirit AeroSystems”) (NYSE: SPR), a
manufacturer of aerostructures for commercial airplanes, defense
platforms, and business/regional jets, from April 2013 until August
2016. Prior to joining Spirit AeroSystems, Mr. Lawson held various
management positions at Lockheed Martin Corporation (“Lockheed
Martin”) (NYSE: LMT), a global security and aerospace company.
After retiring from Spirit AeroSystems, he served as Operating
Partner of Advent International, a private equity firm, from March
2019 until March 2022. Since July 2022, Mr. Lawson has provided
consulting services to Irenic Capital Management LP, an investment
management firm. Mr. Lawson is an M.I.T Fellow, a Harvard Advanced
Management Program graduate, and he has patents in advanced signal
processing. Mr. Lawson holds a Master of Science in Electrical
Engineering from the University of Missouri and a Bachelor of
Science in Electrical Engineering from Lawrence Technological
University.
About Barnes Barnes Group Inc. (NYSE: B) leverages
world-class manufacturing capabilities and market-leading
engineering to develop advanced processes, automation solutions,
and applied technologies for industries ranging from aerospace and
medical & personal care to mobility and packaging. With a
celebrated legacy of pioneering excellence, Barnes delivers
exceptional value to customers through advanced manufacturing
capabilities and cutting-edge industrial technologies. Barnes
Aerospace specializes in the production and servicing of intricate
fabricated and precision-machined components for both commercial
and military turbine engines, nacelles, and airframes. Barnes
Industrial excels in advancing the processing, control, and
sustainability of engineered plastics and delivering innovative,
custom-tailored solutions for industrial automation and metal
forming applications. Established in 1857 and headquartered in
Bristol, Connecticut, USA, the Company has manufacturing and
support operations around the globe. For more information, please
visit www.onebarnes.com.
About Irenic Capital Management Irenic Capital
Management LP is an investment management firm founded by Adam Katz
and Andy Dodge. Based in New York City, Irenic works
collaboratively with publicly traded companies to ensure operating
activities, capital deployment and management incentives are all
aligned to create value for the company and its owners. For more
information about Irenic, please visit www.irenicmgmt.com.
Forward-Looking Statements This press release
contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements often address our expected future operating and
financial performance and financial condition, and often contain
words such as "anticipate," "believe," "expect," "plan,"
"estimate," "project," "continue," "will," "should," "may," and
similar terms. These forward-looking statements do not constitute
guarantees of future performance and are subject to a variety of
risks and uncertainties that may cause actual results to differ
materially from those expressed in the forward-looking statements.
The risks and uncertainties are addressed in Barnes Group Inc.’s
filings with the U.S. Securities and Exchange Commission, including
its most recent reports on Form 10-K, 10-Q, and 8-K. The Company
assumes no obligation to update our forward-looking statements.
Category: General
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version on businesswire.com: https://www.businesswire.com/news/home/20240305418739/en/
Investors: Barnes Group Inc. William Pitts Vice
President, Investor Relations 860.583.7070 ir@onebarnes.com
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