On March 5, 2024, Irenic Capital Management LP entered into a Cooperation Agreement with Barnes Group Inc, pursuant to which the Company increased the size of the Company?s board of directors by 1 and appointed Adam J. Katz to the Board and as a member of the Corporate Governance Committee of the Board, effective as of March 5, 2024. The Company added that it has also agreed to nominate Adam J. Katz for election at the Company?s 2024 annual meeting of stockholders for a term expiring at the Company?s 2025 annual meeting of stockholders, subject to the terms of the Cooperation Agreement. In addition, Irenic and the Company have agreed to cooperate to identify an additional independent director candidate, who will be mutually agreed upon, for appointment to the Board.

The Cooperation Agreement further provides that (i) following the appointment of Adam J. Katz and until the 2024 Annual Meeting, the size of the Board shall not exceed 12 directors (or 13 directors should the New Independent Director be appointed prior to the 2024 Annual Meeting), and (ii) following the 2024 Annual Meeting and until the end of the Cooperation Period, the size of the Board shall not exceed 11 directors. Under the Cooperation Agreement, subject to certain conditions, Irenic is entitled to director replacement procedures in the event either Adam J. Katz or the New Independent Director cease to serve as a director. Pursuant to the Cooperation Agreement, Irenic has irrevocably withdrawn its nomination notice regarding its slate of proposed director nominees for election at the 2024 Annual Meeting and has agreed to abide by certain customary standstill restrictions, voting commitments, and other provisions, to the extent it remain in effect during the Cooperation Period.

Further, Pursuant to the Cooperation Agreement, the Board has entered into a consulting agreement to engage Larry A. Lawson to serve as a special advisor to the Board and the Company?s senior management team.