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

As previously announced, on May 6, 2022, William J. Morgan retired from the Board of Directors of Barnes Group Inc. (the "Company").

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2022 Annual Meeting of Stockholders on May 6, 2022.

The Company's stockholders considered three proposals, each of which is described in more detail in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2022. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:



(1)         Election of directors: The following individuals were elected to serve as
            directors for a term expiring at the 2023 Annual Meeting of Stockholders or upon
            the election and qualification of their successors, and the voting results for
            each of the nominees were as follows:


      Director         Votes For        Votes Against       Abstentions        Broker Non-Votes
Thomas O. Barnes       43,771,925          657,609             31,412             2,457,508
Elijah K. Barnes       44,151,026          283,484             26,436             2,457,508
Patrick J. Dempsey     44,230,624          202,780             27,542             2,457,508
Jakki L. Haussler      44,155,840          207,181             97,925             2,457,508
Richard J. Hipple      43,233,165         1,194,873            32,908             2,457,508
Thomas J. Hook         44,082,523          347,822             30,601             2,457,508
Daphne E. Jones        44,121,722          246,141             93,083             2,457,508
Mylle H. Mangum        42,605,789         1,823,298            31,859             2,457,508
Hans-Peter Männer      44,144,526          285,142             31,278             2,457,508
Anthony V. Nicolosi    44,194,429          234,137             32,380             2,457,508
JoAnna L. Sohovich     43,118,937         1,315,173            26,836             2,457,508



(2)        Advisory vote for the resolution to approve the Company's executive compensation.
           The proposal was not approved and the results of the voting were as follows:


 Votes For     Votes Against    Abstentions     Broker Non-Votes
 16,609,661     27,461,127        390,158          2,457,508


(3)        Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent auditor
           for 2022. The proposal was approved and the results of the voting were as follows:


 Votes For     Votes Against    Abstentions
 46,142,412       759,997          16,045

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.
          104                 Cover page from this Current Report on Form 8-K, formatted in Inline
                              XBRL.

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