8-K

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)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

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:

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:

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:

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:

Proposal 5: The Company’s shareholders did not approve the shareholder proposal regarding shareholder ratification of termination pay based on the following votes:

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.