Welcome to the special meeting of stockholders at Barnes Group Incorporated. If you are experiencing any technical difficulties that require assistance, please contact the technical support line at 844-986-0822 for U.S. callers, or 303-562-9302 for international callers. I would now like to invite the Directors of Barnes, who act as Chairmen of this meeting. Mr. Hipple, please go ahead. It is 8:30 A.M. on Thursday, January 9th, 2025, and I now officially call the meeting to order. I will act as Chairman of the meeting, and Jay Knoll, Senior Vice President, General Counsel, and Secretary of the company, will act as secretary of the meeting. I'd like to welcome you to the Barnes special meeting of stockholders. We appreciate your attendance, your interest, and most importantly, your support of Barnes. This special meeting of stockholders is held pursuant to the bylaws of the company, and notice provided to all stockholders. After addressing procedural matters, we will proceed with the items to be acted upon. The agenda, rules of conduct, and meeting materials are available under Meeting Materials, located in the lower middle portion of the virtual meeting screen. We will report on the results of voting following the submission of all three proposals to a vote. At that point, the meeting will be adjourned. Please note that recording of the meeting by attendees is prohibited. With us this morning is Kevin Chow of the Carideo Group, who is serving as inspector of election as a delegate of Broadridge Financial Solutions Incorporated. Mr. Chow has signed an oath of office promising to execute faithfully the duties of the inspector of election. The oath will be filed for the meeting's minutes of the meeting. As stated in the proxy materials, the record date for voting at the special meeting was December 6th, 2024. Beginning on or about December 6th, 2024, we mailed notice of the special meeting and the proxy materials to each stockholder entitled to vote as of the record date. If you have not already voted your shares, you have the option to do so using the Vote Here button located in the lower left-hand portion of the virtual meeting screen. Stockholders who have already voted electronically, by telephone, or by physical proxy card do not need to cast votes today unless they wish to change their vote. Mr. Knoll, has the notice of meeting been duly given to all stockholders entitled to vote at the meeting? Yes. I received the affidavit of distribution from Broadridge certifying that the notice of meeting and the proxy statement were distributed commencing on or about December 6th, 2024, to stockholders of record as of the close of business on December 6th, 2024. Broadridge has prepared a complete list of stockholders eligible to vote. This list is available for inspection by stockholders on the virtual meeting website, and a duplicate list has been available at Barnes headquarters during the 10 days before the meeting for inspection by stockholders. The stockholders' list will also be filed with the minutes of the meeting. Thank you, Mr. Knoll. Is there a report on quorum? I have been informed by the inspector of election that holders of approximately 80% of the 50,978,387 shares of common stock outstanding on the record date are virtually present or represented by proxy at this meeting. Since this represents a majority of the total outstanding shares of Barnes common stock entitled to vote at this meeting, a quorum is present, and we may now carry out the official business of the meeting. Okay. Then, on the basis of these reports, I declare that proper notice of the meeting has been given and that a quorum is present at the meeting. Accordingly, the meeting is properly convened, and the business of the meeting may now proceed. I will first present each proposal to be acted on at this meeting. At the conclusion of the presentation of the proposals and after voting has been completed on all proposals on the agenda, we will close the polls. We will now turn to the proposals described in the proxy materials. The first proposal to be considered, the merger agreement proposal, is to adopt the agreement and plan of merger dated as of October 6th, 2024, by and among Barnes Group Incorporated, Goat Holdco, LLC, and Goat Merger Sub, Incorporated This is proposal one in the proxy materials. The board has recommended you vote for this proposal. The second proposal to be considered, the compensation proposal, is to approve on an advisory or non-binding 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 contemplated by the merger agreement. This is proposal two in the proxy materials, and the board has recommended you vote for this proposal. The third proposal to be considered, the adjournment proposal, is to adjourn 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. This is proposal three in the proxy materials, and the board has recommended you vote for this proposal. We will pause to allow any final votes to be submitted through the web portal. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on this meeting website and following the instructions. Stockholders who have already voted and do not want to change their vote do not need to take any further action at this time. So we'll pause a few seconds to allow any final votes to occur. Okay. The time is now 8:37 A.M. on Thursday, July 9th, 2025, and I declare the polls now closed. Will the inspector of election tally the votes and report the results? Mr. Knoll, have you received the preliminary report of the inspector of election? Yes, I have. The preliminary report of the inspector of election indicates the following: Proposal One is passed. Proposal Two is passed. A full tally of the votes will be filed on Form 8-K with the U.S. Securities and Exchange Commission within four business days of this meeting. I want to thank everyone for attending Barnes special meeting of stockholders. There being no further business, the Barnes Group Incorporated special meeting of stockholders is now adjourned. The meeting of stockholders for Barnes is now concluded. Thank you again for participating. You may now disconnect.
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