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): August 4, 2022 (August 3, 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>Symbol(s) | Name of each exchange<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 August 3, 2022, the Board of Directors (the “Board”) of Stanley Black & Decker, Inc. (the “Company”) elected Robert Manning as a director of the Company. Mr. Manning will serve as a member of the Board’s Corporate Governance Committee and Compensation and Talent Development Committee. Mr. Manning 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 9, 2022.
A copy of the Company’s press release announcing the election of Mr. Manning to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| No. | Document Description |
|---|---|
| 99.1 | Press Release dated August 4, 2022. |
| 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: August 4, 2022 | By: | /s/ Janet M. Link |
| Name: | Janet M. Link | |
| Title: | Senior Vice President, General Counsel and Secretary |
EX-99.1
Exhibit 99.1
Robert J. Manning Elected to Stanley Black & Decker Board of Directors
New Britain, Connecticut, August 4, 2022… Stanley Black & Decker (NYSE: SWK) today announced that Robert J. Manning, former Chairman and Chief Executive Officer of MFS Investment Management, has been elected to the company’s Board of Directors.
With more than three decades of financial services experience and leadership, Manning brings a deep understanding of the investor community. Manning also has expertise in building corporate value and evaluating corporate capital allocation, operating systems and environmental, social and governance (ESG) strategies.
“Rob is a highly respected leader in the investment management industry, and his extensive knowledge of financial markets, investor perspectives and sustainable investing will enhance the expertise on our Board,” said Andrea J. Ayers, Stanley Black & Decker Chair. “We look forward to working with Rob as we build on our efforts to maximize long-term value for all of our stakeholders.” In accordance with its ongoing Board succession process, the Company has added five new non-management directors in the last three years.
Robert Manning said, “I am thrilled and honored to join the Stanley Black & Decker Board. Stanley Black & Decker is an iconic American company, and I will work every day to help it succeed in the future.”
Manning retired as Non-Executive Chairman of MFS Investment Management earlier this year after a 37-year career with the company. Under his leadership, MFS evolved into a global investment manager capable of adding value for individual and institutional investors worldwide. He is credited for implementing initiatives which helped the firm weather the global financial crisis of 2008 and positioned MFS for continued success as the firm navigated through the global pandemic.
Manning joined MFS in 1984 as a Fixed Income Research Analyst and held several positions with increasing responsibility within the firm’s Investment division, including Fixed Income Portfolio Manager, Fixed Income Strategist and Director of Fixed Income Research. In 2004, he was named Chief Executive Officer and Chief Investment Officer. Manning added the chair role in 2010 and was named co-CEO in 2015. He had been Executive Chairman since 2017 and Non-Executive Chairman since 2021.
Manning is a graduate of the University of Massachusetts – Lowell and earned an M.S. in Finance from Boston College. He is currently the Chair of the board of trustees for the UMass system.
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
Media Contact:
Debora Raymond
Vice President, Public Relations
Debora.raymond@sbdinc.com
203-640-8054
Investor Contact:
Dennis Lange
Vice President, Investor Relations
Dennis.lange@sbdinc.com
860-827-3833
2