Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 21, 2023     Stanley Black & Decker, Inc. (Exact Name of Registrant as Specified in its Charter)       Connecticut   1-5224   06-0548860 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)   1000 Stanley Drive , New Britain , Connecticut   06053 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number including area code: (860) 225-5111 Not Applicable (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock - $2.50 Par Value per Share   SWK   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       Item 5.07 Submission of Matters to a Vote of Security Holders. The 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) of Stanley Black & Decker, Inc. (the “Company”) was held on April 21, 2023. At the close of business on February 27, 2023, the record date for the 2023 Annual Meeting, 153,055,232 shares of common stock, $2.50 par value per share, of the Company (“common stock”) were outstanding and entitled to vote. At the 2023 Annual Meeting, 131,099,434 of the outstanding shares of common stock entitled to vote were represented by proxy or in person, constituting a quorum. At the 2023 Annual Meeting, the Company’s shareholders voted on the following matters: Proposal 1: The Company’s shareholders elected each of the following nominees as a director of the Company to serve for a term expiring at the Annual Meeting of Shareholders to be held in 2024 based on the following votes:       Nominee    For      Against      Abstain      Broker Non-Votes   Donald Allan, Jr.      118,605,037        940,698        449,103        11,104,596   Andrea J. Ayers      117,137,426        2,426,330        431,082        11,104,596   Patrick D. Campbell      103,959,205        15,597,342        438,291        11,104,596   Debra A. Crew      114,806,034        4,753,828        434,976        11,104,596   Michael D. Hankin      118,191,890        1,359,967        442,981        11,104,596   Robert J. Manning      118,205,821        1,348,158        440,859        11,104,596   Adrian V. Mitchell      118,475,218        1,080,279        439,341        11,104,596   Jane M. Palmieri      118,499,671        1,056,969        438,198        11,104,596   Mojdeh Poul      118,414,468        1,127,764        452,606        11,104,596   Irving Tan      118,472,099        1,083,640        439,099        11,104,596   Proposal 2: The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers based on the following votes:   For   Against   Abstain   Broker Non-Votes 108,439,510   10,846,273   709,055   11,104,596 Proposal 3: The Company’s shareholders approved, on an advisory basis, holding future advisory votes on named executive officer compensation every year based on the following votes:   One Year   Two Years   Three Years   Abstain 117,020,492   161,253   2,341,896   471,197 Based on the results of this advisory vote and consistent with the recommendation of the Board of Directors, the Board of Directors determined that the Company will hold a shareholder advisory vote to approve the compensation of the Company’s named executive officers every year until the next vote on the frequency of such advisory votes to occur no later than the Company’s Annual Meeting of Shareholders to be held in 2029. Proposal 4: The Company’s shareholders approved the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the 2023 fiscal year based on the following votes:   For   Against   Abstain 114,749,486   15,985,620   364,328 Proposal 5: The Company’s shareholders did not approve the shareholder proposal regarding shareholder ratification of termination pay based on the following votes:   For   Against   Abstain   Broker Non-Votes 15,351,047   104,184,355   459,436   11,104,596 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       STANLEY BLACK & DECKER, INC. Date: April 27, 2023     By:   /s/ Janet M. Link     Name:   Janet M. Link     Title:   Senior Vice President, General Counsel and Secretary