8-K
STANLEY BLACK & DECKER, INC. (SWK)
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): January 23, 2026
Stanley Black & Decker, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Connecticut | 001-05224 | 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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<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 |
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 January 23, 2026, Andrea Ayers informed the board of directors (the “Board”) of Stanley Black & Decker, Inc. (the “Company”) of her decision to retire from the Board and not to stand for re-election as a director of the Company at the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”). Ms. Ayers will continue to serve on the Board until the time of the 2026 Annual Meeting. Ms. Ayers’ decision to depart from the Board as of the 2026 Annual Meeting did not involve any disagreements with the Company regarding any matter related to its operations, policies or practices.
On January 23, 2026, the Board elected Shane O’Kelly as a director of the Company, effective immediately. Mr. O’Kelly will serve as a member of the Board’s Compensation and Talent Development Committee and the Corporate Governance Committee. Mr. O’Kelly 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 7, 2025.
There was no arrangement or understanding between Mr. O’Kelly and any other person pursuant to which Mr. O’Kelly was elected as a director of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Also on January 23, 2026, the Board elected Debra Crew to serve as Lead Independent Director of the Company, effective immediately. In addition, effective upon the retirement of Donald Allan, Jr. on October 1, 2026, the Board elected Ms. Crew to serve as non-executive Chair of the Board, subject to Ms. Crew’s continued service on the Board on that date. The election of Ms. Crew to become the Chair of the Board upon Mr. Allan’s retirement is consistent with the Company’s previously disclosed intention to return to a non-executive Chair at the completion of Mr. Allan’s tenure.
A copy of the Company’s press release announcing the election of Mr. O’Kelly to the Board and the appointment of Ms. Crew as Lead Independent Director and Chair is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits: |
| --- | --- |
| Exhibit<br> <br>No. | Description |
| --- | --- |
| 99.1 | Press Release dated January 26, 2026. |
| 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: January 26, 2026 | ||
| By: | /s/ Donald J. Riccitelli | |
| Name: | Donald J. Riccitelli | |
| Title: | Interim Senior Vice President, General Counsel and Secretary |
EX-99.1
Exhibit 99.1
Stanley Black & Decker Announces Board Leadership Changes and Appoints Shane M. O’Kelly as Director
| • | Effective upon the retirement of Executive Chair Donald Allan Jr. on October 1, 2026,Independent director Debra Crew has been named Chair of the Board |
|---|---|
| • | Effective immediately, Crew will serve as Lead Independent Director until transitioning to Chair inOctober |
| --- | --- |
| • | In addition, Shane M. O’Kelly has been appointed member of the Board of Directors <br> |
| --- | --- |
New Britain, Conn., Jan. 26, 2026 – Stanley Black & Decker (NYSE: SWK), a global leader in tools and outdoor solutions, today announced updates to its Board of Directors, underscoring the Company’s ongoing commitment to best-in-class governance and forward-thinking leadership to drive operational excellence across the organization.
Effective October 1, 2026, upon the retirement of Donald Allan, Jr. who has served as Executive Chair of the Board since stepping down as CEO on October 1, 2025, Debra Crew, an independent director of Stanley Black & Decker, has been elected by the Company’s Board of Directors as Chair of the Board. The election of Crew to become the Chair of the Board upon Allan’s retirement is consistent with the Company’s previously disclosed intention to return to a non-executive Chair at the completion of Allan’s tenure.
In addition, effective immediately, Crew will assume the role of Lead Independent Director, succeeding Andrea Ayers, who currently holds this position. Ayers will continue to serve on the Board as an independent director until her retirement from the Board at the annual meeting of shareholders in April, following more than 11 years of distinguished service.
“I would like to thank Andrea for being a valued partner to me during my time as CEO of the Company and her exemplary leadership and significant contributions throughout her tenure, particularly during her time as Chair leading the Board through the transformation of Stanley Black & Decker,” said Allan.
Crew currently serves on the Compensation and Talent Development Committee and the Finance and Pension Committee. She has served as a Stanley Black & Decker director since December 2013.
Most recently, Crew led Diageo plc as Chief Executive Officer and board member from June 2023 to July 2025, following previous roles as Chief Operating Officer and President, North America and Global Supply. Her career also includes senior executive positions at Reynolds American, PepsiCo, Kraft Foods, Nestlé S.A., and Mars, Inc., and she began her professional journey as a captain in the United States Army.
“Debra’s leadership and profound industry expertise have been instrumental to Stanley Black & Decker,” said Allan. “Her extensive background in marketing, operations, and strategic leadership—paired with her global perspective—provides the Board with critical insights that drive innovation and support sustained growth.”
In addition, Stanley Black & Decker announced the appointment of Shane M. O’Kelly, President and Chief Executive Officer of Advance Auto Parts, Inc., to its Board of Directors, effective January 23, 2026. O’Kelly brings a wealth of expertise in driving both organic and inorganic growth, with deep experience in supply chain management, logistics, and distribution across both B2B and B2C sectors. O’Kelly will also serve as a member of the Board’s Compensation and Talent Development Committee and the Corporate Governance Committee.
“Shane’s exceptional expertise in customer-focused strategy and operational excellence will significantly enhance the strength and effectiveness of our Board,” said Allan. “We are confident that his leadership and vision will play a pivotal role as we drive forward our strategic priorities.”
O’Kelly has served as President and CEO of Advance Auto Parts, Inc. since September 2023. Previously, he was CEO of HD Supply, Inc., a subsidiary of The Home Depot, Inc., and served as CEO of PetroChoice Holdings, and A.H. Harris & Sons. O’Kelly began his career as an infantry officer in the U.S. Army, serving for seven years and earning Airborne and Ranger qualifications.
He holds an MBA from Harvard University and a Bachelor of Science in Mathematical Economics from the U.S. Military Academy at West Point.
About Stanley Black & Decker
Founded in 1843 and headquartered in the USA, Stanley Black & Decker (NYSE: SWK ) is a worldwide leader in Tools and Outdoor, operating manufacturing facilities globally. The Company’s approximately 48,000 employees produce innovative end-user inspired power tools, hand tools, storage, digital jobsite solutions, outdoor and lifestyle products, and engineered fasteners to support the world’s builders, tradespeople and DIYers. The Company’s world class portfolio of trusted brands includes DEWALT^®^, CRAFTSMAN^®^, STANLEY^®^, BLACK+DECKER^®^, and Cub Cadet^®^. To learn more visit: www.stanleyblackanddecker.com or follow Stanley Black & Decker on Facebook, Instagram, LinkedIn and X.
Investor Contact:
Michael Wherley
Vice President, Investor Relations
michael.wherley@sbdinc.com
Media Contact:
Debora Raymond
Vice President, Public Relations
debora.raymond@sbdinc.com
CAUTIONARY STATEMENT
CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements”. All such statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, the Company’s board succession plans, goals and areas of focus; any statements of the plans, strategies and objectives of management for future operations or financial performance; and any statements of assumptions underlying any of the foregoing. You are cautioned not to rely on these forward-looking statements, which are based on the Company’s current expectations and assumptions of future events. Each of the forward-looking statements involves risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that might cause actual results, performance and achievements to differ materially from forward-looking statements contained herein include, but are not limited to: changes in stakeholder expectations; changes in macroeconomic or geopolitical conditions; and those factors set forth in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and its other filings with the SEC. The Company undertakes no obligation or intention to update or revise any forward-looking statements, whether because of future events or circumstances, new information or otherwise, except as required by law.