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): February 18, 2022 (February 16, 2022)

Stanley Black & Decker, Inc.

(Exact Name of Registrant as Specified in its Charter)

Connecticut	1-5224	06-0548860
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
1000 Stanley Drive, New Britain,<br> <br>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<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock - $2.50 Par Value per Share	SWK	New York Stock Exchange
Corporate Units	SWT	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 February 18, 2022, Stanley Black & Decker, Inc. (the “Company”) announced that George W. Buckley, the Independent Chair of the Board of Directors (the “Board”), will retire from the Board effective at the Annual Meeting, which is expected to be on April 22, 2022, in accordance with the Company’s Corporate Governance Guidelines, which state that the retirement of a Director should normally occur at the end of the term in which he or she becomes 75 years of age, unless otherwise authorized by the Board. Mr. Buckley’s resignation was not the result of any disagreement with the Company. The Board has elected Andrea J. Ayers, a current director, to begin serving as Independent Chair of the Board upon Mr. Buckley’s retirement.

On February 16, 2022, the Board elected Adrian V. Mitchell as a director of the Company. Mr. Mitchell will serve as a member of the Board’s Corporate Governance Committee and Audit Committee. Mr. Mitchell will participate in the compensation program for non-employee directors as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 29, 2021.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

No.	Document Description
99.1	Press Release dated February 18, 2022
104	Cover Page Interactive Data File (formatted as inline XBRL)

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.
By:	/s/ Janet M. Link
Name:	Janet M. Link
Title:	Senior Vice President, General Counsel and Secretary

Dated: February 18, 2022

EX-99.1

Exhibit 99.1

Press Release

STANLEY BLACK & DECKER ELECTS ANDREA J. AYERS CHAIR AND ADRIAN V. MITCHELL AS DIRECTOR

GEORGE W. BUCKLEY TO RETIRE FROM THE BOARD OF DIRECTORS

NEW BRITAIN, CT, Feb. 18, 2022 – Stanley Black & Decker (NYSE: SWK) today announced that its Board of Directors has elected Andrea J. Ayers Chair, effective April 22, 2022. At that time, George W. Buckley will retire from his chairman role and the company’s Board of Directors, in accordance with the company’s Corporate Governance Guidelines. In addition, the Board of Directors elected Adrian V. Mitchell, Executive Vice President and Chief Financial Officer for Macy’s, Inc. as a director.

“On behalf of the entire Board of Directors at Stanley Black & Decker, I want to thank Sir George for his 15 years of director service, beginning with his position as a director for Black & Decker,” said Ayers. “Since the merger of Black & Decker and Stanley in 2010, the company has grown into the largest and most successful tool company in the world, with a strong focus on innovation, performance and ESG. We are very appreciative of all George’s contributions, leadership and partnership over his tenure, particularly his service as chair the past five years.”

“Being part of the Black & Decker and then Stanley Black & Decker Board of Directors has been one of the most rewarding experiences for me both professional and personally, particularly because I started my professional career as an apprentice in a Stanley manufacturing plant in Sheffield, UK, many years ago,” said Buckley. “I am confident the company has the management team and Board leadership in place to continue its historically successful trajectory, creating the tools and solutions for those who make the world.”

Buckley joined the Black & Decker Board in 2006 and later joined the Stanley Black & Decker board in 2010 following the merger of the two companies. He is the former Chairman, President and Chief Executive Officer of 3M Company, as well as Chairman and CEO of Brunswick Group. He currently serves as Chairman of Smiths Group plc and a director of Hitachi Ltd. Buckley was elected Chair of the Stanley Black & Decker Board in January 2017 and also served as Lead Independent Director of the Board from April 2015 to December 2016.

Ayers is the former President and Chief Executive Officer, as well as a Director, of Convergys Corporation and has been a Stanley Black & Decker director since December 2014. In her leadership of Convergys, she played a significant role in the company’s transformation to a customer management solutions company with significant expertise in customer experience, customer management, analytics and technology. Ayers has been a significant contributor to the Board as Chair of the Compensation and Talent Development Committee and a member of the Finance and Pension Committee.

Press Release

In commenting on Mitchell, Ayers said, “Adrian is an exceptional financial and operational leader with a consistent track record of delivering tangible business results and shareholder value, and an expertise in a variety of consumer businesses. We welcome Adrian to the Board and look forward to his contributions as we advance the company’s attractive long-term growth strategy and focus on delivering value to our shareholders.”

In his role as Executive Vice President and CFO at Macy’s, Inc., Mitchell is responsible for leading all finance functions including, accounting, treasury, investor relations, internal audit, real estate, financial/capital planning & analysis, and procurement. He also serves as the executive sponsor for several enterprise-wide optimization initiatives leveraging advanced analytics and machine learning, including inventory productivity, loyalty and personalization, pricing and promotions, stores network, and supply chain efforts.

Prior to joining Macy’s, Inc., Mitchell was Managing Director and Partner in the Digital BCG and Consumer Practices of Boston Consulting Group (BCG). During his 25-year career, Mitchell has served as a strategic advisor to Fortune 500 companies in management consulting and in senior roles across multiple companies and functions, including as CEO for Arhaus LLC and as Interim CEO, COO and CFO for Crate and Barrel Holdings, Inc. He has also previously served as a Director for Recreational Equipment, Inc. (REI). Mitchell earned a bachelor’s degree in chemical engineering from Louisiana State University and an MBA from Harvard University.

About Stanley Black & Decker

Headquartered in the USA, Stanley Black & Decker (NYSE: SWK) is the world’s largest tool company operating nearly 50 manufacturing facilities across America and more than 100 worldwide. Guided by its purpose – for those who make the world – the company’s more than 60,000 diverse and high-performing employees produce innovative, award-winning power tools, hand tools, storage, digital tool solutions, lifestyle products, outdoor products, engineered fasteners and other industrial equipment to support the world’s makers, creators, tradespeople and builders. The company’s iconic brands include DEWALT, BLACK+DECKER, CRAFTSMAN, STANLEY, Cub Cadet, Hustler and Troy-Bilt. Recognized for its leadership in environmental, social and governance (ESG), Stanley Black & Decker strives to be a force for good in support of its communities, employees, customers and other stakeholders. To learn more visit: www.stanleyblackanddecker.com.

Contacts:

Shannon Lapierre

Chief Communications Officer

shannon.lapierre@sbdinc.com

860-259-7669

Dennis Lange

Vice President, Investor Relations

Dennis.lange@sbdinc.com

860-827-3833