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Compiled from SEC Form N-PX filings and BARNES GROUP INC.’s Form 8-K, filed January 10, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of January 9, 2025: 2 items on BARNES GROUP INC.’s Form 8-K, filed January 10, 2025: 2 approved.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Proxy season: 2023-2024 2024-2025
Explore BARNES GROUP INC. in the interactive database Compare manager voting policies
These tallies are BARNES GROUP INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed January 10, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Proposal 1: Adoption of the Merger Agreement At the Special Meeting, Barnes' stockholders approved a proposal to adopt the Merger Agreement. | 41,315,143 | 145,217 | 84,605 | -- | -- | 99.6% | Approved | — |
| Proposal 2: The Compensation Proposal At the Special Meeting, Barnes' stockholders approved, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Barnes' named executive officers that is based on or otherwise relates to the | 38,691,258 | 2,661,460 | 192,247 | -- | -- | 94% | Approved | — |
Source: BARNES GROUP INC., Form 8-K, filed with the SEC on January 10, 2025 — read the filing on EDGAR.
Each item below shows how the 288 asset managers that disclosed a BARNES GROUP INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of BARNES GROUP INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 2 wordings of this item as funds reported it.
99.6% Approved · of votes cast
Description as filed by funds: To adopt the Agreement and Plan of Merger, dated as of October 6, 2024, by and among Barnes Group Inc., Goat Holdco, LLC, and Goat Merger Sub, Inc., as it may be amended from time to time (the "Merger Agreement").
BARNES GROUP INC.’s own tally for this item (“Proposal 1: Adoption of the Merger Agreement At the Special Meeting, Barnes' stockholders approved a proposal to adopt the Merger Agreement.”): 41,315,143 for, 145,217 against — passed, per its Form 8-K filed January 10, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 1: Adoption of the Merger Agreement At the Special Meeting, Barnes' stockholders approved a proposal to adopt the Merger Agreement.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 77 asset managers below reported 19,192,052 for, 58,244 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 5,335,690 | 0 | 0 | 0 | For |
| Vanguard | 5,233,483 | 0 | 0 | 0 | For |
| Dimensional | 1,947,158 | 0 | 0 | 0 | For |
| Fidelity | 968,305 | 0 | 0 | 0 | For |
| State Street | 809,328 | 0 | 0 | 0 | For |
| Charles Schwab | 783,172 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 732,660 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 641,232 | 0 | 0 | 0 | For |
| Invesco | 274,149 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 207,991 | 0 | 0 | 0 | For |
| SEI | 169,479 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 141,142 | 0 | 0 | 0 | For |
| Equitable | 81,682 | 0 | 58,244 | 0 | Mixed |
| ARBITRAGE FUNDS | 121,905 | 0 | 0 | 0 | For |
| TIAA | 117,328 | 0 | 0 | 0 | For |
| Jackson National | 110,097 | 0 | 0 | 0 | For |
| New York Life | 107,224 | 0 | 0 | 0 | For |
| Nationwide | 101,762 | 0 | 0 | 0 | For |
| Principal | 87,789 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 80,141 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 74,000 | 0 | 0 | 0 | For |
| Aristotle Funds Series Trust | 67,678 | 0 | 0 | 0 | For |
| GDL FUND | 63,000 | 0 | 0 | 0 | For |
| Prudential/PGIM | 60,723 | 0 | 0 | 0 | For |
| Russell Investments | 58,928 | 0 | 0 | 0 | For |
Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.
100% of fund votes cast · no official result
The 3 asset managers below reported 67,810 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 54,371 | 0 | 0 | 0 | For |
| James Alpha Funds Trust | 9,638 | 0 | 0 | 0 | For |
| HC CAPITAL TRUST | 3,801 | 0 | 0 | 0 | For |
91% of fund votes cast · no official result
Description as filed by funds: TO APPROVE ANY ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING.
The 76 asset managers below reported 17,368,662 for, 1,820,985 against, 58,244 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 5,335,690 | 0 | 0 | 0 | For |
| Vanguard | 5,233,483 | 0 | 0 | 0 | For |
| Dimensional | 1,947,158 | 0 | 0 | 0 | For |
| Fidelity | 11,009 | 957,296 | 0 | 0 | Against |
| State Street | 16,987 | 792,341 | 0 | 0 | Against |
| Charles Schwab | 783,172 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 732,660 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 641,232 | 0 | 0 | 0 | For |
| Invesco | 274,149 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 207,991 | 0 | 0 | 0 | For |
| SEI | 169,479 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 141,142 | 0 | 0 | 0 | For |
| Equitable | 81,682 | 0 | 58,244 | 0 | Mixed |
| ARBITRAGE FUNDS | 121,905 | 0 | 0 | 0 | For |
| TIAA | 117,328 | 0 | 0 | 0 | For |
| Jackson National | 110,097 | 0 | 0 | 0 | For |
| New York Life | 107,224 | 0 | 0 | 0 | For |
| Nationwide | 101,762 | 0 | 0 | 0 | For |
| Principal | 87,789 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 80,141 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 74,000 | 0 | 0 | 0 | For |
| Aristotle Funds Series Trust | 67,678 | 0 | 0 | 0 | For |
| GDL FUND | 63,000 | 0 | 0 | 0 | For |
| Prudential/PGIM | 60,723 | 0 | 0 | 0 | For |
| Russell Investments | 58,928 | 0 | 0 | 0 | For |
Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.
100% of fund votes cast · no official result
The 2 asset managers below reported 58,172 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 54,371 | 0 | 0 | 0 | For |
| HC CAPITAL TRUST | 3,801 | 0 | 0 | 0 | For |
Combines 8 wordings of this item as funds reported it.
94% Approved · of votes cast
Description as filed by funds: To approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to named executive officers of Barnes Group Inc. that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement.
BARNES GROUP INC.’s own tally for this item (“Proposal 2: The Compensation Proposal At the Special Meeting, Barnes' stockholders approved, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Barnes' named executive officers that”): 38,691,258 for, 2,661,460 against — passed, per its Form 8-K filed January 10, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Proposal 2: The Compensation Proposal At the Special Meeting, Barnes' stockholders approved, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Barnes' named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions …”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 5,335,690 | 0 | 0 | 0 | For |
| Vanguard | 5,233,483 | 0 | 0 | 0 | For |
| Dimensional | 1,947,158 | 0 | 0 | 0 | For |
| Fidelity | 968,305 | 0 | 0 | 0 | For |
| State Street | 809,328 | 0 | 0 | 0 | For |
| Charles Schwab | 783,172 | 0 | 0 | 0 | For |
| NEXPOINT FUNDS I | 732,660 | 0 | 0 | 0 | For |
| Investment Managers Series Trust II | 641,232 | 0 | 0 | 0 | For |
| Invesco | 274,149 | 0 | 0 | 0 | For |
| FIRST EAGLE FUNDS | 207,991 | 0 | 0 | 0 | For |
| SEI | 169,479 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 141,142 | 0 | 0 | 0 | For |
| Equitable | 81,682 | 58,244 | 0 | 0 | Mixed |
| ARBITRAGE FUNDS | 121,905 | 0 | 0 | 0 | For |
| TIAA | 0 | 117,328 | 0 | 0 | Against |
| Jackson National | 110,097 | 0 | 0 | 0 | For |
| New York Life | 107,224 | 0 | 0 | 0 | For |
| Nationwide | 101,762 | 0 | 0 | 0 | For |
| Principal | 87,789 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 80,141 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY FUNDS /DE/ | 74,000 | 0 | 0 | 0 | For |
| Aristotle Funds Series Trust | 67,678 | 0 | 0 | 0 | For |
| GDL FUND | 63,000 | 0 | 0 | 0 | For |
| Prudential/PGIM | 60,723 | 0 | 0 | 0 | For |
| Russell Investments | 58,928 | 0 | 0 | 0 | For |
Fund voting reports, all 77 managers: 19,017,299 for, 226,332 against, 13,898 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Irenic Capital Management LP | 2,286,442 | 0 | 0 | 0 | For |
| State Street | 1,802,364 | 0 | 0 | 0 | For |
| BlackRock | 1,673,121 | 0 | 0 | 0 | For |
| Fidelity | 2,340 | 1,276,000 | 0 | 0 | Against |
| GLAZER CAPITAL, LLC | 1,098,459 | 0 | 0 | 0 | For |
| BANK OF AMERICA NA | 1,061,376 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,054,213 | 0 | 0 | 0 | For |
| Charles Schwab | 831,205 | 0 | 0 | 0 | For |
| Aristotle Capital Boston, LLC | 752,188 | 0 | 0 | 0 | For |
| NEXPOINT ASSET MANAGEMENT, L.P. | 732,660 | 0 | 0 | 0 | For |
| Woodline Partners LP | 707,081 | 0 | 0 | 0 | For |
| BROWN ADVISORY INC | 635,203 | 0 | 0 | 0 | For |
| KENNEDY CAPITAL MANAGEMENT LLC | 602,507 | 0 | 0 | 0 | For |
| TIG Advisors, LLC | 581,650 | 0 | 0 | 0 | For |
| Northern Trust | 7,602 | 470,376 | 0 | 0 | Against |
| Invesco | 395,950 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 323,772 | 0 | 0 | 0 | For |
| Gabelli | 296,569 | 0 | 0 | 0 | For |
| GENEVA CAPITAL MANAGEMENT LLC | 253,938 | 1,740 | 0 | 0 | For |
| Dimensional | 252,950 | 0 | 0 | 0 | For |
| First Eagle Investment Management, LLC | 233,098 | 0 | 0 | 0 | For |
| WATER ISLAND CAPITAL LLC | 229,393 | 0 | 0 | 0 | For |
| HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 228,650 | 0 | 0 | 0 | For |
| PRINCIPAL GLOBAL INVESTORS | 214,956 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 209,106 | 0 | 0 | 0 | For |
Institutional-manager reports, all 227 managers: 19,548,325 for, 2,208,291 against, 25,558 abstained, 32 not voted. Showing the 25 largest; see all in the interactive database.
100% Fund and manager reports combined; may count the same shares twice · no official result
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Empower | 54,371 | 0 | 0 | 0 | For |
| HC CAPITAL TRUST | 3,801 | 0 | 0 | 0 | For |
Fund voting reports, all 2 managers: 58,172 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 43,014 | 0 | 0 | 0 | For |
| Varenne Capital Partners | 32,166 | 0 | 0 | 0 | For |
Institutional-manager reports, all 2 managers: 75,180 for.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 50,940,019 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 10.47% |
| 2 | Vanguard | 10.27% |
| 3 | Dimensional | 3.82% |
| 4 | Fidelity | 1.90% |
| 5 | State Street | 1.59% |
| 6 | Charles Schwab | 1.54% |
| 7 | NEXPOINT FUNDS I | 1.44% |
| 8 | Investment Managers Series Trust II | 1.26% |
| 9 | Invesco | 0.54% |
| 10 | FIRST EAGLE FUNDS | 0.41% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Irenic Capital Management LP | 4.49% |
| 2 | State Street | 3.54% |
| 3 | BlackRock | 3.28% |
| 4 | Fidelity | 2.51% |
| 5 | GLAZER CAPITAL, LLC | 2.16% |
| 6 | BANK OF AMERICA NA | 2.08% |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.07% |
| 8 | Charles Schwab | 1.63% |
| 9 | Aristotle Capital Boston, LLC | 1.48% |
| 10 | NEXPOINT ASSET MANAGEMENT, L.P. | 1.44% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Irenic Capital Management LP | 5.05% | 13D |
| Dimensional Fund Advisors LP | 3.87% | 13G |
| Norges Bank | 0.52% | 13F |
| Nuveen | 0.23% | 13F |
Percentages above are of 50,940,019 shares outstanding, as reported by BARNES GROUP INC. on its Form 10-Q dated October 23, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from BARNES GROUP INC.’s 10-Q dated October 23, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At BARNES GROUP INC.'s shareholder meeting held January 9, 2025, in the 2024-2025 proxy season, 288 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,020 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on an advisory (nonbinding) basis, the compensation that may be paid or become… — BARNES GROUP INC.'s filing reports the proposal as approved, with 94% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: BARNES GROUP INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on January 10, 2025.
BARNES GROUP INC. proxy season coverage: 2023-2024 · 2024-2025 (this page).
Download data (CSV): ballot items · votes by manager · column guide.