UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | Soliciting Material Under § 240.14a-12 |
BARNES GROUP INC. |
(Name of Registrant as Specified In Its Charter)
|
|
IRENIC CAPITAL MANAGEMENT LP
IRENIC CAPITAL EVERGREEN MASTER FUND LP
IRENIC CAPITAL OPPORTUNITY MASTER FUND LP
IRENIC SCHOONER LLC
Irenic Capital
Evergreen Fund GP LLC
Irenic Capital
Opportunity Fund GP LLC
IRENIC CAPITAL MANAGEMENT GP LLC
ANDREW DODGE
ADAM J. KATZ
LARRY A. LAWSON
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Irenic Capital Management
LP, together with the other participants named herein (collectively, “Irenic”), intends to file a preliminary proxy statement
and accompanying WHITE universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of
director nominees at the 2024 annual meeting of stockholders of Barnes Group Inc., a Delaware corporation (the “Company”).
On February 16, 2024, Irenic
issued the following press release:
Irenic
Encourages Barnes Group to Move with Greater Urgency to Collaborate on Necessary Board Improvements
Believes
the Company’s Underwhelming Fourth Quarter and Full Year 2023 Results Reinforce the Need for New Backgrounds and Fresh Perspectives
in the Boardroom
NEW
YORK--(BUSINESS WIRE)--Irenic Capital Management LP (together with its affiliates, “Irenic” or “we”), a top shareholder
of Barnes Group Inc. (NYSE: B) (“Barnes” or the “Company”) and the beneficial owner of approximately 5.1% of the
Company’s outstanding common stock, today issued the following statement from Co-Founder and Chief Investment Officer Adam Katz:
“We are committed to working constructively
and in good faith to help Barnes realize its potential. Today's underwhelming results for the fourth quarter and full-year 2023 reinforce
the need for a more engaged, independent and well-rounded Board at Barnes. We encourage the Company to move with greater urgency to work
with us on the addition of independent directors with relevant industry and capital allocation expertise. It is time to do the right thing
for Barnes’ shareholders.”
About Irenic
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.
CERTAIN INFORMATION CONCERNING
THE PARTICIPANTS
Irenic Capital Management LP (“Irenic
Capital”), together with the other participants named herein (collectively, “Irenic”), intends to file a preliminary
proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (the “SEC”) to be
used to solicit votes for the election of its slate of director nominees at the 2024 annual meeting of stockholders of Barnes Group Inc.,
a Delaware corporation (the “Company”).
IRENIC STRONGLY ADVISES ALL STOCKHOLDERS OF
THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTPS://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation
are anticipated to be Irenic Capital, Irenic Capital Evergreen Master Fund LP (“Irenic Evergreen”), Irenic Capital Opportunity
Master Fund LP (“Irenic Opportunity”), Irenic Schooner LLC (“Irenic Schooner”), Irenic Capital Evergreen Fund
GP LLC (“Irenic Evergreen GP”), Irenic Capital Opportunity Fund GP LLC (“Irenic Opportunity GP”), Irenic Capital
Management GP LLC (“Irenic Capital GP”), Andrew Dodge, Adam J. Katz and Larry A. Lawson.
As of the date hereof, Irenic Evergreen directly
owns 1,200,133 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company. As of the date hereof,
Irenic Opportunity directly owns 489,464 shares of Common Stock. As of the date hereof, Irenic Schooner directly owns 882,445 shares of
Common Stock. As of the date hereof, Irenic Capital directly owns 100 shares of Common Stock and as the investment manager of each of
Irenic Evergreen, Irenic Opportunity and Irenic Schooner, Irenic Capital may be deemed to beneficially own the 2,572,042 shares of Common
Stock owned in the aggregate by Irenic Evergreen, Irenic Opportunity and Irenic Schooner. Irenic Evergreen GP, as the general partner
of Irenic Evergreen and Managing Member of Irenic Schooner, may be deemed to beneficially own the 2,082,578 shares of Common Stock owned
in the aggregate by Irenic Evergreen and Irenic Schooner. Irenic Opportunity GP, as the general partner of Irenic Opportunity, may be
deemed to beneficially own the 489,464 shares of Common Stock owned by Irenic Opportunity. Irenic Capital GP, as the general partner of
Irenic Capital, may be deemed to beneficially own the 2,572,142 shares of Common Stock owned in the aggregate by Irenic Capital, Irenic
Evergreen, Irenic Opportunity and Irenic Schooner. Mr. Dodge, as a Managing Member of each of Irenic Evergreen GP, Irenic Opportunity
GP and Irenic Capital GP, may be deemed to beneficially own the 2,572,142 shares of Common Stock owned in the aggregate by Irenic Capital,
Irenic Evergreen, Irenic Opportunity and Irenic Schooner. Mr. Katz, as the Chief Investment Officer of Irenic Capital and a Managing Member
of each of Irenic Evergreen GP, Irenic Opportunity GP and Irenic Capital GP, may be deemed to beneficially own the 2,572,142 shares of
Common Stock owned in the aggregate by Irenic Capital, Irenic Evergreen, Irenic Opportunity and Irenic Schooner. As of the date hereof,
Mr. Lawson does not own any shares of Common Stock.
Contacts
Irenic Capital Management
contact@irenicmgmt.com
Longacre Square Partners
Greg Marose / Dan Zacchei, 646-386-0091
irenic@longacresquare.com
Barnes (NYSE:B)
Historical Stock Chart
From Jun 2024 to Jul 2024
Barnes (NYSE:B)
Historical Stock Chart
From Jul 2023 to Jul 2024