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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): July 15, 2021

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))
   
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share   B   New York Stock Exchange

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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) Election of Directors.

On July 15, 2021, the Board of Directors (the "Board") of Barnes Group Inc. (the "Company") elected Jakki L. Haussler as an independent director of the Company, effective July 15, 2021, for a term ending on the date of the 2022 Annual Meeting of Stockholders.

There is no arrangement or understanding between Ms. Haussler and any other persons by which she was selected as a director. Additionally, there are no transactions involving Ms. Haussler requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Haussler will participate in the standard compensation and benefit programs received by the Company's non-management directors, which are described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 26, 2021.

The Board has appointed Ms. Haussler to the Compensation and Management Development Committee.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on July 15, 2021 announcing the election of Ms. Haussler to the Board. A copy of the press release is furnished with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)
Exhibit No.
Press Release of the Company dated July 15, 2021.
104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL.




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.

BARNES GROUP INC.
(Registrant)
Date:  July 15, 2021 By: /s/ James C. Pelletier
     James C. Pelletier
     Senior Vice President, General Counsel and
     Secretary



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