Stanley Black & Decker holders back equity plan

Stanley Black & Decker, Inc. reported results of its 2026 Annual Meeting of Shareholders.

Rhea-AI Filing Summary

Stanley Black & Decker, Inc. reported results of its 2026 Annual Meeting of Shareholders. Investors approved the Amended and Restated 2024 Omnibus Award Plan, authorizing an additional 7,750,000 shares for issuance, adjusting the plan’s fungible ratio to 2.71 and extending its term with a new one-year minimum vesting period.

Shareholders also re-elected all director nominees and approved, on an advisory basis, compensation of named executive officers. They ratified Ernst & Young LLP as independent public accounting firm for the 2026 fiscal year and rejected a shareholder proposal seeking an independent board chairman.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional plan shares: 7,750,000 shares Fungible ratio: 2.71 Shares entitled to vote: 155,286,429 shares +4 more

7 metrics

Additional plan shares 7,750,000 shares Authorized for issuance under Amended and Restated 2024 Omnibus Award Plan

Fungible ratio 2.71 Applied to awards granted after effectiveness of the Amended and Restated 2024 Plan

Shares entitled to vote 155,286,429 shares Common stock outstanding and entitled to vote as of February 25, 2026

Say-on-pay support 121,994,523 votes for Advisory approval of named executive officer compensation at 2026 Annual Meeting

Equity plan approval votes 120,169,156 votes for Approval of the Amended and Restated 2024 Omnibus Award Plan

Auditor ratification votes 134,128,391 votes for Ratification of Ernst & Young LLP as independent public accounting firm for 2026

Independent chair proposal support 10,520,406 votes for Shareholder proposal requesting an independent board chairman, which did not pass

Key Terms

Amended and Restated 2024 Omnibus Award Plan, fungible ratio, broker non-votes, emerging growth company, +1 more

5 terms

Amended and Restated 2024 Omnibus Award Plan financial

"The shareholders approved the adoption of the Stanley Black & Decker Amended and Restated 2024 Omnibus Award Plan"

fungible ratio financial

"the adjustment of the fungible ratio for awards granted after effectiveness of Amended and Restated 2024 Plan to 2.71"

broker non-votes financial

"For 121,994,523 ... Abstain 265,710 | | Broker Non-Votes 12,366,847"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent board chairman financial

"The Company’s shareholders did not approve the shareholder proposal requesting an independent board chairman"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Stanley Black & Decker (SWK) shareholders approve at the 2026 annual meeting?

Shareholders approved several key items at the 2026 meeting. They re-elected the full slate of directors, backed executive compensation on an advisory basis, approved the Amended and Restated 2024 Omnibus Award Plan, and ratified Ernst & Young LLP as the independent auditor for the 2026 fiscal year.

What is the Amended and Restated 2024 Omnibus Award Plan for SWK?

The Amended and Restated 2024 Plan is Stanley Black & Decker’s equity incentive program. Shareholders approved adding 7,750,000 additional shares for issuance, adjusting the fungible ratio to 2.71, introducing a one-year minimum vesting period with limited exceptions, and extending the overall term of the plan.

How many Stanley Black & Decker (SWK) shares were entitled to vote at the 2026 meeting?

155,286,429 shares of common stock were outstanding and entitled to vote. This figure is measured as of the record date of February 25, 2026, and represents all Stanley Black & Decker common shares eligible to participate in the 2026 Annual Meeting of Shareholders.

Did Stanley Black & Decker (SWK) shareholders approve the say-on-pay proposal in 2026?

Yes, shareholders approved the advisory say-on-pay vote. The compensation of the company’s named executive officers received 121,994,523 votes in favor, 3,322,929 against, and 265,710 abstentions, with 12,366,847 broker non-votes recorded on this advisory compensation proposal.

What happened to the shareholder proposal for an independent board chairman at SWK?

The shareholder proposal for an independent board chairman did not pass. It received 10,520,406 votes for, 114,479,597 votes against, and 583,159 abstentions, along with 12,366,847 broker non-votes, so the board leadership structure remains unchanged based on this vote.

Which audit firm did Stanley Black & Decker (SWK) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as the independent public accounting firm. The ratification received 134,128,391 votes for, 3,694,359 against, and 127,259 abstentions for the 2026 fiscal year audit engagement, with no broker non-votes on this item.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 04:05 PM Learn about SEC filing dates

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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 Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 86.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB