Barnes Group Inc. is taking wide-ranging steps to make the Bristol industrial-parts maker more responsive and transparent to its stockholders.
The company also declared its dime-a-share quarterly dividend will be paid Dec. 10 to common stockholders of record on Nov. 29.
Barnes announced its board voted last week to recommend declassifying the board so that all directors are elected annually, a change that must be approved by the stockholders at next spring’s annual meeting.
If shareholders approve, beginning in 2014, directors whose terms are expiring will stand for election for one-year terms, with all directors being elected to one-year terms beginning in 2016.
The board also voted to put to stockholders its recommended elimination of supermajority voting requirements concerning the election, appointment and removal of directors, Barnes said.
In addition, the board amended its corporate governance guidelines to add a majority voting policy under which any director who receives more “withhold” than “for” votes in an uncontested election must tender to the board, for its consideration, an offer to resign.
The board further amended the guidelines to provide for enhanced responsibilities for the lead independent director when the chairman is not an independent director.
With that change, the independent directors on the board elected Barnes’ current presiding director, William J. Morgan, to serve as lead independent director, effective immediately.
The board also amended the company’s by-laws to permit shareholders holding at least 40 percent of Barnes’ common to call special meetings.
“Over the last several years, we have been engaged in a dialogue with our stockholders regarding the corporate governance structures for our company,’’ said Gary G. Benanav, who chairs Barnes’ corporate governance committee.
“Today’s announcement to implement wide-ranging corporate governance changes,” Benanay said, “demonstrates the board’s commitment to enacting sound and responsive shareholder-focused corporate governance policies that our stockholders have indicated they support.”
