8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed Apr 27, 2026 · 2mo ago · Accession 0001193125-26-182041
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 24, 2026
Stanley Black & Decker, Inc.
(Exact name of registrant as specified in its charter)
CT
1-5224
06-0548860
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1000 STANLEY DRIVE
NEW BRITAIN , CT 06053
(Address of principal executive offices, including 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2026, Stanley Black & Decker, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). The shareholders approved the adoption of the Stanley Black & Decker Amended and Restated 2024 Omnibus Award Plan (the “Amended and Restated 2024 Plan”), which was approved by the Board of Directors of the Company (the “Board”) on February 24, 2026. The only changes to the Amended and Restated 2024 Plan are (i) the authorization of 7,750,000 additional shares for issuance under the Amended and Restated 2024 Plan; (ii) the adjustment of the fungible ratio for awards granted after effectiveness of Amended and Restated 2024 Plan to 2.71; (iii) the addition of a one-year minimum vesting period, subject to certain exceptions; and (iv) the extension of the term of the Amended and Restated 2024 Plan.
The foregoing description of the Amended and Restated 2024 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated 2024 Plan as Exhibit 10.1 hereto.
Item 5.07
Submission of Matters to a Vote of Security Holders.
As discussed in Item 5.02, the Company’s 2026 Annual Meeting was held on April 24, 2026. At the close of business on February 25, 2026, the record date for the 2026 Annual Meeting, 155,286,429 shares of common stock, $2.50 par value per share, of the Company (“common stock”) were outstanding and entitled to vote.
At the 2026 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 2027, or until his or her successor has been duly elected and qualified, based on the following votes:
Nominee
For
Against
Abstain
Broker Non-Votes
Donald Allan, Jr.
122,778,839
2,664,983
139,340
12,366,847
Susan K. Carter
122,834,598
2,609,196
139,368
12,366,847
Debra A. Crew
123,196,448
2,242,296
144,418
12,366,847
John L. Garrison, Jr.
122,427,913
3,008,719
146,530
12,366,847
Michael D. Hankin
124,186,984
1,251,048
145,130
12,366,847
Mary A. Laschinger
124,827,603
613,602
141,957
12,366,847
Robert J. Manning
124,219,489
1,214,193
149,480
12,366,847
Adrian V. Mitchell
124,251,141
1,188,447
143,574
12,366,847
Christopher J. Nelson
124,485,457
945,748
151,957
12,366,847
Shane M. O’Kelly
124,824,907
614,461
143,794
12,366,847
Jane M. Palmieri
122,771,864
2,571,600
239,698
12,366,847
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
121,994,523
3,322,929
265,710
12,366,847
Proposal 3 : The Company’s shareholders approved the Amended and Restated 2024 Plan:
For
Against
Abstain
Broker Non-Votes
120,169,156
5,136,344
277,662
12,366,847
Proposal 4 : The Company’s shareholders approved the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the 2026 fiscal year based on the following votes:
For
Against
Abstain
Broker Non-Votes
134,128,391
3,694,359
127,259
0
Proposal 5 : The Company’s shareholders did not approve the shareholder proposal requesting an independent board chairman:
For
Against
Abstain
Broker Non-Votes
10,520,406
114,479,597
583,159
12,366,847
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
The Stanley Black & Decker Amended and Restated 2024 Omnibus Award Plan
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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, 2026
By:
/s/ Donald J. Riccitelli
Name:
Donald J. Riccitelli
Title:
Vice President, Corporate Secretary
Filing details
- Company
- STANLEY BLACK & DECKER, INC.
- Ticker
- SWK
- CIK
- 93556
- Form type
- 8-K
- Filing date
- Apr 27, 2026
- Report date
- Apr 24, 2026
- Document
- d930480d8k.htm
- Size
- 293 KB