The Audit Committee also is involved in the selectionTable of the lead partner on the Company’s account with its independent auditing firm, whose policies are in accordance with SEC rules requiring that the lead partner be replaced at least once every five years. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the Company’s independent auditing firm. The Audit Committee meets with the independent auditors, the internal auditors, and management, each of whom has direct and open access to the Audit Committee. The Audit Committee has issued a standing invitation to all members of the Board of Directors to attend Audit Committee meetings.

The Board of Directors has made the determination that all of the members of the Audit Committee are independent according to the Director Independence Standards, the applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Board of Directors also has determined that Patrick D. Campbell, Michael D. Hankin and Marianne M. Parrs meet the requirements for being an Audit Committee Financial Expert as that term is defined in Item 407(d)(5) of Regulation S-K and that all members are financially literate under the current New York Stock Exchange listing standards. The Audit Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com.Contents

Corporate Governance Committee.The Corporate Governance Committee makes recommendations to the Board of Directors as to Board membership and considers names submitted to it in writing by shareholders as well as recommendations from third party search firms, current directors, Company officers, employees and others. The Corporate Governance Committee recommends directors for Board committee membership and committee chairs, and recommends director compensation.

Corporate Governance Committee	Considers candidates and makes recommendations to the Board of Directors as to Board membership, as well as:
		●	seeks individuals qualified to become Board members, including through evaluating input from shareholders and third-party search firms if retained and engaged, concerning potential candidates;
		●	recommends directors for re-nomination to the Board, Board committee membership and committee chairs, and recommends director compensation;
		●	leads the review and assessment of and recommends any changes to the Company’s Corporate Governance Guidelines;
		●	oversees the annual evaluation of Board performance;
		●	reviews shareholder proposals and annual shareholder engagement feedback, and makes recommendations to the Board;
		●	reviews the Company’s policies, objectives and practices with respect to environmental management, sustainability, corporate social responsibility and related public communications; and
		●	approves policy guidelines on charitable contributions.
	The procedures and processes followed by the Corporate Governance Committee in connection with the consideration and determination of director compensation are described below under the heading “Director Compensation.” The Corporate Governance Committee has taken the lead in articulating the Company’s corporate governance guidelines and establishing a procedure for evaluating Board performance. The Corporate Governance Committee also approves policy guidelines on charitable contributions. The Company’s Bylaws require that every director be a shareholder of the Company. While the Corporate Governance Committee does not have specific minimum qualifications for potential directors, all director candidates, including those recommended by shareholders, are evaluated on the same basis. The Board of Directors has made the determination that all of the members of the Corporate Governance Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Corporate Governance Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website,www.stanleyblackanddecker.com. Shareholders who wish to submit names to be considered by the Corporate Governance Committee for nomination for election to the Board of Directors should, as set forth in the Company’s Bylaws, send written notice to the Secretary of the Company to be received at its principal executive offices at least 90 days but no more than 120 days prior to the anniversary of the date on which the Proxy Statement was first mailed relating to the immediately preceding Annual Meeting, which notice should set forth (i) the name and record address of the shareholder of record making such nomination and any other person on whose behalf the nomination is being made, and of the person or persons to be nominated, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such shareholder or such other person, (iii) a description of all arrangements or understandings between such shareholder and any such other person or persons or any nominee or nominees in connection with the nomination by such shareholder, consideration and determination of director compensation are described below under the heading “Director Compensation.” 13 Table of Contents Compensation and Talent Development Committee (“Compensation Committee”) Has overall responsibility for the Company’s compensation strategy, plans, policies and programs, including: (iv) such● conducting, with the assistance of its independent compensation consultant and other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitationsadvisors, on-going evaluations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuantexisting executive compensation programs; ● evaluating and making recommendations to the rules of the SecuritiesBoard regarding compensation plans, policies and Exchange Commission had the nominee been nominated or intended to be nominated by the Board of Directors, and shall include a consent signed by each such nominee to be named in the Proxy Statement for the Annual Meeting as a nominee and to serve as a directorprograms of the Company if so elected,as they affect the CEO and the other executive officers; (v) a representation ● reviewing the operation and structure as well as administering the Company’s executive compensation plans, policies and programs; and ● overseeing the Company’s talent development strategy and succession planning. No management employees participated in executive sessions relating to compensation arrangements for our Chief Executive Officer. The procedures and processes followed by the Compensation Committee in connection with the consideration and determination of executive compensation are described on page 24 under the heading “Compensation Discussion & Analysis”. The Compensation Committee has retained Pay Governance LLC (“Pay Governance”) as an independent compensation consultant to advise the Compensation Committee. A representative of Pay Governance was present at all of the meetings of the Compensation Committee in 2020. The Compensation Committee reviewed its relationship with Pay Governance, considered Pay Governance’s independence, including whether there exist any potential conflicts of interest, and determined that the engagement of Pay Governance did not raise any conflict of interest or other concerns that would adversely impact Pay Governance’s independence. In reaching this conclusion the Compensation Committee considered various factors, including the six factors set forth in the NYSE listing standards regarding compensation advisor conflicts of interest and independence. The Compensation Committee has sole authority to retain or terminate Pay Governance as its independent compensation consultant and to approve its fees and other terms of engagement. Finance and Pension Committee Advises in major areas concerning the finances of the Company, including: ● reviewing the financial condition of the Company; ● reviewing management’s administration of retirement plans and approving amendments to retirement plans and related trusts; ● analyzing and advising on fundamental corporate changes in capital structure; ● advising and assisting in matters such shareholder intends to appear in person or by proxy atas short-term investments, credit liabilities, interest rate hedges, swaps and other similar transactions; and ● reviewing the Annual Meeting to make such nomination.Company’s enterprise risk management process. 14 Table of Contents Compensation and Talent Development Committee.The Compensation and Talent Development Committee (formerly, the Compensation and Organization Committee) (the “Compensation Committee”), with the assistance of its compensation consultant and other advisors, periodically conducts on-going evaluations of existing executive compensation programs, administers the Company’s executive compensation plans, and oversees the Company’s talent development strategy. The Compensation Committee met five times during 2017 and met in executive session at the end of each of those meetings to review different aspectsExecutive Sessions of the Company’s executive compensation programs. No management employees participated in executive sessions relating to compensation arrangements for our Chief Executive Officer. The procedures and process followed by the Compensation Committee in connection with the consideration and determination of executive compensation are described below under the heading “Executive Compensation.” The Board of Directors has made the determination that all of the members of the Compensation Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Compensation Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website,www.stanleyblackanddecker.com. The following persons served as members of the Compensation Committee during 2017: Andrea J. Ayers, George W. Buckley, Patrick D. Campbell (Chair), Carlos M. Cardoso, Robert B. Coutts and Marianne M. Parrs. The Compensation Committee has retained Pay Governance, LLC as an independent compensation consultant to advise the Compensation Committee. Representatives of Pay Governance were present at four of the meetings of the Compensation Committee in 2017. The Compensation Committee reviewed its relationship with Pay Governance, considered Pay Governance’s independence, including whether there exist any potential conflicts of interest, and determined that the engagement of Pay Governance did not raise any conflict of interest or other concerns that would adversely impact Pay Governance’s independence. In reaching this conclusion the Compensation Committee considered various factors, including the six factors set forth in the NYSE listing standards regarding compensation advisor conflicts of interest and independence. Finance and Pension Committee.Board. The Finance and Pension Committee advises in major areas concerning the finances of the Company and oversees the Company’s administration of its qualified and non-qualified defined contribution and defined benefit retirement plans. The Board of Directors has made the determination that all of the members of the Finance and Pension Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. Executive Sessions and Communications with the Board.Pursuant to the Corporate Governance Guidelines, the non-management Directorsdirectors meet in executive session at the end of each Board meeting. The Chairman presides over these meetings. Communicating with the Board. Shareholders or others wishing to communicate with the Chairman, the Board generally, or any specific member of the Board of Directors may do so by mail addressed to Stanley Black & Decker, Inc., c/o Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053, or by calling the Company’s Ethics Hotline at 860-827-5507.06053. Code of Business Conduct Guidelines.Ethics. The Company has adopted a worldwide setCode of Business Conduct GuidelinesEthics applicable to all of its directors, officers and employees worldwide and a Code of Ethics for the Chief Executive Officer and senior financial officers. Copies of these documents are available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com or otherwise (which appears under the “Investors” heading). The information on the Company’s website is not, and is not intended to be, part of this Proxy Statement and is not incorporated into this Proxy Statement by reference. Copies are also available upon written request addressed to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations. Talent Development and Succession Planning. Pursuant to its charter, the Compensation Committee provides strategic oversight of talent strategy and direction to ensure the Company seeks, develops and retains the right talent for the Company’s needs. The Compensation Committee works with senior management on developing and cultivating succession planning. In addition, the full Board is responsible for succession planning, including nominating and evaluating senior management successors. The CEO is also involved in the succession planning process, including through making recommendations and reviewing development plans of individuals. Board and Committee Self-Evaluation. Each year, each Committee and the Board undertake a rigorous self-evaluation process using various methodologies that may include written questionnaires and interviews. The Corporate Governance Committee reviews the feedback received and annually provides the Board and its Committees with an assessment of their performance. Based on the feedback received in the evaluation process, the Board develops areas of focus which it believes would benefit from improvement. Director Continuing Education.ThePursuant to the Corporate Governance Guidelines, the Company regularly provides directors with continuing education on a variety of topics.topics by outside speakers and management. In 2017,2020, subjects covered with Board members included, among other topics, current trends in pandemic response plans, corporate governance, cybersecurity, geopolitics, technology and social responsibility. In addition, the Company providedprovides all directors with a subscription to Agenda, a weekly corporate publication that focuses on governance issues of interest to directors of public companies. The Corporate Governance Committee encourages directors to periodically attend outside workshops and seminars regarding corporate governance and other topics. Risk Oversight As required by our Corporate Governance Guidelines, during the orientation process for new directors, each director receives a presentation from the Company’s senior management that describes the Company’s risk management policies and procedures. Our Audit Committee routinely discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including cybersecurity risk, the Company’s risk assessment and compliance policies. Our Finance and Pension Committee reviews our enterprise risk management process. Our Compensation Committee oversees the operation of the Company’s compensation programs to ensure that they do not encourage unnecessary or excessive risk-taking. In addition, the full Board reviews the Company’s risk management program and its efforts to mitigate risks to the Company from extraordinary liabilities or losses on at least an annual basis. The Board is committed to having individuals experienced in risk management on the Audit Committee and the Finance & Pension Committee, as well as on the full Board. Related PartyPerson Transactions Pursuant to the Company’s Code of Business Conduct Guidelines,Ethics, employees, officers and directors are required to bring any potential conflict of interest includingto the attention of the General Counsel. The Board has also approved a written Related Party Transactions Policy under which any proposed related party transaction involving directors, officers, nominees for directors or a related person5% shareholder of the Company, or an otherwise “related person” as that term is defined in Item 404(a) of Regulation S-K (“Related Person”), shall be brought to the attention of the Company and reviewed by the General Counsel. The General Counsel obtains the facts to determine whether a conflict or potential conflict exists and determines whether the appropriate action in consultation with appropriate members of management. Where a proposed transaction involvesor relationship constitutes a Related Person,Party Transaction or should otherwise be reviewed by the General Counsel discusses the reasonsAudit Committee. The Audit Committee is responsible for the transactionreview, approval or ratification of Related Party Transactions and may, in its discretion, approve, ratify or take other action with appropriate membersrespect to a transaction. 15 Table of management.Contents The Company maintains a business relationship with Replacement Parts, Inc. (“RPI”), which purchased approximately $164,000 in products and services from one of the Company’s subsidiaries in 2020. In April 2018, Mr. Robert Raff, President of STANLEY Security, became an executive officer of the event management believes itCompany. In November 2018, jointly with his siblings, Mr. Raff inherited interests in a trust holding equity of RPI. These interests, together with Mr. Raff’s direct ownership in RPI, constitute an ownership interest of approximately 14% of the equity of RPI. Mr. Raff is also an independent director of RPI. The Company’s relationship with RPI began in the best interestordinary course of business prior to Mr. Raff’s becoming an executive officer of the Company and is, and will continue to proceed with the transaction, the proposed transaction is brought to the attention of the Board for its reviewbe, conducted on arm’s-length terms and approval.conditions. Sustainability InitiativesEnvironmental, Social and Governance (ESG) Commitments In today’s Our responsibility and business strategies are interdependent. Both support our progress on ESG and are an area of significant Board focus. We view ESG through a holistic lens and believe our biggest impacts can come by (1) implementing a strong human capital management strategy with emphasis on creating a diverse and inclusive culture; (2) advancing a bold Corporate Social Responsibility (CSR) strategy that addresses climate change and our Company’s role in society; and (3) fostering an environment of strong governance that includes a commitment to maintain a diverse and inclusive Board. Through these strategies, we aim to become a leading purpose-driven company recognized for inspiring makers and innovators to create a more sustainable world. This focus will drive innovation with impact and support us in delivering strong performance going forward. The Corporate Governance Committee oversees the Company’s policies, objectives and practices regarding environmental management, sustainability and corporate social responsibility, and the full Board reviews our long-term Corporate Social Responsibility strategy and goals. The full Board also regularly reviews our human capital management strategy, focusing on areas such as culture; diversity, equity and inclusion; and talent acquisition, retention and development. A commitment to Corporate Social Responsibility is not only the right thing to do, but a necessitycritical for attracting and retaining top talent and customers, and maintaining operations in varied and diverse markets.markets and enabling the Company to achieve sustained long-term success. With this in mind, we work, design, manufacture, market, sell and transport in a way that embraces sustainable practices in our operations, our products and our communities. Over Our Corporate Social Responsibility strategy includes 2030 commitments in three areas: Empower Makers, Innovate with Purpose, and Create a More Sustainable World. We are working to empower 10 million makers and creators to adapt to a changing world and workforce through STEAM education, vocational and trade skills, Makerspaces and promoting employee career mobility. We are working to enhance 500 million lives by developing innovative products that address unmet societal needs and contribute toward the past few years,Company’s revenues, improve product impacts through circular design, and reduce supply chain emissions by tasking two-thirds of our supply chain by spend to set science-based Scope 1 and Scope 2 targets by 2025. We are endeavoring to help create a more sustainable world by becoming carbon-positive, eliminating landfilling, and reducing water use in water-stressed and scarce areas. This holistic approach considers all life-cycle stages including material procurement from supply chain partners, product design, manufacturing, distribution and transportation, product use, product service and end-of-life. In 2020, we made progress on all elements of our CSR strategy. Progress included the empowerment of over one million makers throughout the year thanks to our programming around employee career mobility, STEAM education, vocational and trade skills, and makerspace training. This programming occurred within the Company by giving employees access to learning platforms as well as externally through collaborations with organizations such as Discovery Education. Progress also included over five million lives improved through our Products with Purpose, based on our internal categorization and tracking described below. Each Product with Purpose contributes to the U.N. Sustainable Development Goals, addresses an unmet societal need, and is innovative. An internal governance committee approves Products with Purpose and we track social impact through sales data. Examples of Products with Purpose from this year included products supporting the pandemic response such as the Ford/3M/DeWALT Battery Powered Air Purifying Respirator, and electrification products such as the Cordless Roofing Nailer which eliminates the emissions from a gas compressor and eliminates trip-hazard hoses on-site. This year we reduced our emissions by approximately 20,000 metric tons CO2e through emissions reductions projects implemented at our sites, as well as a reduction in mobile Scope 1 and stationary Scope 1 emissions. These reductions keep us well on our glide path to our 2030 Science-Based Target of reducing our operational carbon emissions to zero. We believe we have made a considerable commitmentset achievable goals that will enable us to operating with a purpose that goes beyond the bottom line in ordermeet our targets by or before 2030 and plan to deliver better results and have longer-term sustainable enterprises. Our ECOSMART™ sustainability plan extends acrosscontinue to report our business from product design and manufacturing to marketing, selling and transportation. As partprogress as we accelerate our strategy. You can find updates on our accomplishments at https://www.stanleyblackanddecker.com/social-responsibility. 16 Table of Contents In 2016 we set our ECOSMART™ plan, we set targets in 2016, using 2015 as our baseline,5-year commitment to reduce our environmental impactsenergy consumption, carbon emissions, waste generation and water consumption by 20% against our 2015 baseline year by year 2020. In addition,June of 2020, we continueachieved those environmental impact reduction targets and then quickly set and launched our new interim 2023 targets. You can find details on our success at https://www.stanleyblackanddecker.com/social-responsibility/performance-metrics. Last year, the Company continued to advance our commitment to social responsibility through engagement with our communities, whether it be through donating the time of our people or participating in tool-sharing programs in connection with local disasters or emergencies. These are just some of the steps we have taken to work toward our goal of becoming a more purpose-driven organization, and we look forward to advancing this goal over the coming years with the support of our customers and our shareholders. accrue reputational gains for industry leadership. The Company has been recognized for its sustainability progress through its inclusion in the Dow Jones Sustainability North America Index for seventen consecutive years, and designationin 2020, for the third time, was included in the Dow Jones World Index. The Company has been designated as a global leader by CDP, an environmental impact nonprofit, for eight consecutive years in the Carbon Disclosure Projectleadership bracket for Climate, and five consecutive years.years in the leadership bracket for Water. In 2019, the Company received the Social Innovation Award from the American Innovation Index. The Company was ranked first in our industry by Fortune’s The World’s Most Admired Companies, and won a Reuters Responsible Business Award for Business Transformation. For the first time, the Company was recognized by Fast Company on its list of The 100 Best Workplaces for Innovators, and ranked first in our category by Forbes America’s Best Employers for Women. The Company also earned a top-score from Corporate Equality Index as a Best Place to Work for LGBTQ Equality. The Company has provided disclosures that align with standardized sustainability reporting provided by the Global Reporting Initiative (GRI) principles. These disclosures were prepared to support the Company’s transparency and disclosure efforts within its CSR 2030 Strategy and have also been mapped to the Sustainability Accounting Standards Board (SASB) standards for our industry. To learn more about our sustainability efforts, please visit our website and view our annual sustainability reports athttps://www.stanleyblackanddecker.com/social-responsibility/annual-sustainability-reports. As explained in the reports, our goals make a number of assumptions and there are no assurances that those assumptions will be correct. The website and the reports are not deemed part of, or incorporated by reference in, this Proxy Statement. Human Capital Management The Company’s purpose is For Those Who Make the World, which puts employees, customers, and communities at the heart of its human capital strategies and practices. The Company defines success as delivering value for all stakeholders. The Company believes its commitment to quality, safety and sustainability enables its vision to be the type of uniquely human-centered global industrial company that strives to keep every stakeholder in mind and the Company’s values, operating model and oversight of its human capital support this purpose. As of January 2, 2021, the Company had approximately 53,100 employees in over 60 countries, approximately one-third of whom were employed in the U.S. In addition, the Company had approximately 10,500 temporary contractors globally, primarily in operations. The workforce is comprised of approximately 68% hourly-paid employees, principally in manufacturing, distribution center and security monitoring operations, and 32% salaried employees. Nearly 1,400 U.S. employees are covered by collective bargaining agreements dispersed among 28 different local labor unions, and a majority of European employees are represented by workers councils. The Company strives to maintain a positive relationship with all its employees, as well as the unions and workers councils representing them where applicable. There have been no significant interruptions of the Company’s operations in recent years due to labor disputes. Governance and Oversight The CEO and the management Executive Committee are entrusted with developing and advancing the Company’s key human capital strategy which is reviewed with the Board of Directors. The Chief Human Resource Officer is charged with the development and stewardship of this strategy on an enterprise-wide basis. This incorporates a broad range of dimensions, including culture, values, labor and employee relations, leadership capabilities, performance management and total rewards. Diversity, equity and inclusion are key to successfully achieving business and organizational objectives. Key processes include ongoing performance and development feedback, quarterly diversity, equity and inclusion reviews, and periodic engagement surveys that are reviewed by the management Executive Committee and Board of Directors. Code of Business Ethics, Workplace Harassment Prevention, and Managing Unconscious Bias trainings are provided to employees and the content is regularly reviewed for applicability and improvement, and updated as needed. All employees have access to the INTEGRITY@SBD platform where support, guidance and resources are available on topics regarding integrity, code of ethics, diversity, compliance, and workplace harassment. Employees are encouraged to address any concerns through multiple channels, including anonymously whenever possible, without fear of retaliation or retribution. Diversity, Equity & Inclusion The Company’s management Executive Committee, Board of Directors and workforce are dedicated to diversity, equity and inclusion and work to ensure that all employees feel valued, heard and are positioned to succeed. As of January 2, 2021, the Company’s CEO and his direct staff reside in the U.S. and are comprised of 27% women and 20% of the CEO and his 17 www.stanleyblackanddecker.com/sustainability.Table of Contents direct staff are racially or ethnically diverse. Women represent approximately 31% of the global workforce. As stated in the Company’s Equal Employment Opportunity reporting to the U.S. government, in the U.S., approximately 33% of employees are racially or ethnically diverse. The Company strives to create a culture of equality that unlocks human potential and uncovers the key drivers of a workplace in which everyone can advance and thrive. The Company is executing initiatives across the global workforce designed to foster an inclusive workplace and facilitate equitable career development opportunities. The Company has nine employee resource groups (“ERGs”) with more than 90 local chapters across the globe. These ERGs are formed around various dimensions of diversity and participation across groups is encouraged. The ERGs include Abilities (including cognitive, social-emotional, and physical abilities), African Ancestry, Asian Heritage, Hispanic/Latinx, Developing Professionals, Pride & Allies (LGBTQ+), Veterans, Women, and Working Parents. Company leaders actively participate in, sponsor and engage with the ERGs. Management monitors hiring, retention, promotion and continued progress toward achieving the Company’s diversity goals. The Company also prioritizes investing in its communities by supporting individuals and organizations that advance these goals across cities and regions in which it operates. In 2020, the management Executive Committee prioritized a focus on gender and racial/ethnic diversity across the Company. The Company launched an equity campaign designed to reach, inspire, support and engage (“RISE”) women and people of color. Through RISE, the Company has supported ten actions to confront racism and social injustice throughout its communities and across the world, which includes specific goals across culture, career, and community focus areas. In 2019, the Company became a signatory of Paradigm for Parity, committing to addressing the gender gap in corporate leadership. The Company has also participated in the Business Roundtable Diversity & Inclusion Index, where the largest U.S.-based employers are committed to building a more inclusive environment. The Company’s CEO was among the signatories of the CEO Action for Diversity & Inclusion. Lifelong Learning The Company believes a sustainable competitive advantage is achieved through lifelong learning. The employees’ rate of learning, resilience, and adaptive performance enables the Company to innovate, operate with excellence, and deliver value to customers and shareholders. Employee learning and development is a key enabler to engage, motivate and inspire the Company’s workforce and is supported internally through the Stanley Black & Decker University and externally with key partners. Tailored programs address career advancement, leadership development, and skill development needs of the workforce across the Company. Employees consumed more than 25,000 hours of online voluntary learning in 2020. As a leader in advanced manufacturing, the Company also strives to provide meaningful training and development for critical skills, new skills, and ways of working with technology to its labor and factory workforce. This includes new operational skills, maintenance, digital, and management skills. The Company utilizes a broad range of capabilities, modes of learning, and platforms, including the use of artificial intelligence and data analytics to achieve its lifelong learning and advanced manufacturing objectives. Talent Attraction, Advancement and Retention The diversity of skills, ways of working, and adaptability of the Company’s operating model continue to increase and are reflected in all aspects of its talent management practices. Approximately 35% of global new hires in 2020 were women, and in the U.S. approximately 47% of new employees were racially or ethnically diverse. Internal talent reviews are conducted annually to manage talent and leadership performance. The Company utilizes feedback provided by employees through multiple channels, including internal social platforms, listening sessions, and periodic surveys to improve the employee experience, and aspires to be the employer of choice. Development and succession plans are managed in partnership with Human Resources and business segments. Employee compensation and benefits are globally managed and locally adjusted to maintain market and skill competitiveness to attract and retain talent. Employee Wellness, Health and Safety The Company is committed to providing competitive benefits to attract and retain talent, that vary by country, including benefits and programs to support healthy lifestyles, mental health, and retirement readiness. In 2020, the Company’s commitment to ensuring the health and safety of its employees and supply chain partners was demonstrated through its agile and adaptive response to the ongoing novel coronavirus (COVID-19) pandemic. The Company was able to sustain business operations by implementing critical safety measures and wellness policies, oversight and systems. These actions proved to be highly effective in protecting critical manufacturing and operating employees in site locations and field operations. The Company also quickly transitioned its office employees around the globe to a nearly complete virtual workforce, providing the necessary technical and collaboration support to enable these employees to adjust to a virtual working environment. The Company believes the adopted hybrid work policies are likely to be a lasting result of the pandemic and will be a key enabler to support the broad needs of critical on-site to fully virtual employees. Additional information regarding the Company’s response to COVID-19 is available in the “Our 2020 Highlights” section on page i. 18 Table of Contents The Company’s Environmental, Health, and Safety (“EHS”) Management System Plan describes the core elements of health and safety responsibility and accountability, including policies and procedures, designed in alignment with global standards, the Company’s Code of Business Ethics, applicable law and individual facility needs. Health and safety requirements apply to all employees and operating unit locations worldwide, including all manufacturing facilities, distribution centers, warehouses, field service centers, retail, office locations and mobile units, as well as to the Company’s subsidiaries and joint ventures (in which the Company exercises decision-making control over operations). Legal requirements may vary in different countries in which the Company’s facilities are located. Primary measures of safety performance include Total Recordable Incident Rate (“TRIR”) and the Lost Time Incident Rate (“LTIR”) based upon the number of incidents per 100 employees (or per 200,000 work hours). Through December 2020, the Company reported a TRIR of 0.48, a LTIR of 0.17 and zero work-related fatalities. Reported total workforce numbers include employees and supervised contractors. Additional information regarding the Company’s Human Capital programs and initiatives is available in the Company’s Annual Sustainability Report located under the Social Responsibility section of the Company’s website. The information on the Company’s website is not, and is not intended to be, part of this Proxy Statement and is not incorporated into this Proxy Statement by reference. Director Compensation The Corporate Governance Committee is responsible for recommending the compensation programsprogram for our non-employee directors to ourthe Board of Directors.for approval. The Corporate Governance Committee periodically reviews director compensation against market data. Based on that review, the Corporate Governance Committee considers whether any changes in the amount or manner in which the Company compensates its independentnon-employee directors is appropriate and provides its recommendation to the full Board. During 2017,2020, the Corporate Governance Committee reviewed an analysis of director compensation provided by Pay Governance and determined that non-employee director pay is currently aligned with the current market median. The Company’s executive officers do not determine or recommend the amount or form of director compensation and the Corporate Governance Committee has not delegated its responsibility to recommend director compensation. The annual compensation paid by the Company to its non-employee directors who are not employees of the Company or any of its subsidiaries consists ofof: ● an annuala cash retainer of $125,000; ● a grant of Restricted Stock Units (“RSUs”) pursuant to the Company’s Restricted Stock Unit Deferral Plan for Non-Employee Directors valued, at the timewith a grant date fair value of grant, at $140,000;$160,000; and ● an allowance of up to $10,000 per year for Company products. The Company pays additional fees to the non-employee directors who Chairchair the Board and Committees as follows: ● Chairman of the Board: quarterly grants of Restricted Stock Units,RSUs, each with eacha grant valued atdate fair value of $50,000, on the dateas well as installation of grant; a home security system with a value of up to $50,000 and annual security monitoring with a value of up to $3,000; ● Audit Committee and Compensation Committee Chairs: annual fee of $20,000; and ● Corporate Governance Committee and the Finance and Pension Committee Chairs: annual fee of $15,000. On In April 2020, in light of the changed economic circumstances facing the Company in 2020, the Board decided to voluntarily undertake a 20% reduction to the annual cash retainers for Board service paid to non-employee directors for the remainder of fiscal year 2020 from $125,000 to $100,000. The Board’s full cash retainers were restored effective January 22,1, 2021. In 2018, the Board and our shareholders approved a proposal to include in the 2018 Omnibus Award Plan (the “2018 Plan”) an outside limitationcap of $750,000 onas the amountmaximum total compensation (including the grant date fair value of compensationequity awards, as well as cash retainer fees) that canmay be paid to any non-employee director in any single fiscal year. If the Plan is approved,The purpose of approving this cap was to establish clear guidelines as to the maximum totalvalue of compensation (as reflected in column hthat can be paid to non-employee directors during any single fiscal year, although no changes have been made to our non-employee director compensation program as a result of the Director Compensation Table) payable to any director in any year would be $750,000. This limitation isestablishing this cap. The cap does not intended to serve asrepresent an increase in non-employee director compensation pay opportunities and the Board intends to the amount of annualcontinue to provide compensation that we currently payto our non-employee directors that is consistent with market norms and no changes were madepeer group companies. 19 Table of Contents At the end of fiscal year 2019, the Company’s Board of Directors adopted a new Restricted Stock Unit Deferral Plan for Non-Employee Directors in order to our existing non-employee director compensation arrangements; rather, this action was approved(i) provide for the purposestock-settlement of limitingdeferred stock unit awards (as opposed to cash settlement), and (ii) provide that deferred stock unit awards will be settled on or about the amount90th day following the non-employee director’s separation from service (either in a lump sum on such date or in specified annual installments). In addition, any dividends that accrue in respect of compensationdeferred stock unit awards will be reinvested in shares of the Company and paid out at the time the underlying award is settled. The Board can approveapproved these changes in order to better align non-employee directors’ deferral opportunities with current market practices. The Restricted Stock Unit Deferral Plan for its non-employee members each year.Non-Employee Directors only applies to prospective awards and does not affect the terms of the cash-settled RSUs granted under the previous plan. Non-employee directors may defer any or all of their fees in the form of Company common stock or as cash accruing interest at the five-year Treasury bill rate. Ifrate under the 2018Company’s Deferred Compensation Plan is approved, non-employee directors will be eligible to participate in the 2018 Plan.for Non-Employee Directors. Director Compensation Table The compensation paid to each of the Company’s non-employee directors during 20172020 is as follows: Name       Fees Earned or Paid in Cash ($)       Stock Awards ($)       Option Awards ($)       Non-Equity Incentive Plan Compensation ($)       Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)       All Other Compensation ($)        Total ($) (a) (b) (c) (d) (e) (f) (g) (h) Andrea J. Ayers 125,000 140,000 0 0 0 0 265,000 George W. Buckley 125,000 340,000 0 0 0 10,000 475,000 Patrick D. Campbell 145,000 140,000 0 0 0 8,500 293,500 Carlos M. Cardoso 135,418 140,000 0 0 0 15,625 291,043 Robert B. Coutts 129,572 140,000 0 0 0 24,215 293,787 Debra A. Crew 125,000 140,000 0 0 0 10,000 275,000 Michael D. Hankin 125,000 140,000 0 0 0 10,537 275,537 Marianne M. Parrs 145,000 140,000 0 0 0 8,678 293,678 Robert L. Ryan 140,000 140,000 0 0 0 1,699 281,699 James H. Scholefield 25,685 0 0 0 0 1,743 27,428 Name   Fees Earned or Paid in Cash ($)   Stock Awards ($)   Option Awards ($)   Non-Equity Incentive Plan Compensation ($)   Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)   All Other Compensation ($)   Total ($)   (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   Andrea J. Ayers   126,250   160,000   0   0   0   9,369   295,619   George W. Buckley   106,250   360,000   0   0   0   44,996   511,246   Patrick D. Campbell   126,250   160,000   0   0   0   1,762   288,012   Carlos M. Cardoso   121,250   160,000   0   0   0   24,301   305,551   Robert B. Coutts   106,250   160,000   0   0   0   49,650   315,900   Debra A. Crew   106,250   160,000   0   0   0   25,433   291,683   Michael D. Hankin   121,250   160,000   0   0   0   9,449   290,699   James H. Scholefield   36,729   0   0   0   0   0   36,729   Dmitri L. Stockton   106,250   160,000   0   0   0   20,000   286,250   Irving Tan   89,041   160,000   0   0   0   0   249,041   Footnote to Column (b) of Director Compensation Table: The amounts shown in this column include cash amounts that have been deferred pursuant to the Company’s Deferred Compensation Plan for Non-Employee Directors.Directors and reflects the 20% reduction in the annual cash retainer for Board service from April through December 2020. Mr. Buckley defers his fees in the form of cash. SixSeven of the directors defer their fees in the form of Company Common Stock.common stock, as listed below. The grant date fair value associated with shares deposited to Directors’ Deferred Compensation Accountsdirectors’ deferred compensation accounts during 20172020 pursuant to their deferral elections, determined in accordance with FASB Codification Topic 718—Stock Compensation, was as follows: Ms. Ayers, $125,000;$126,250; Mr. Campbell, $145,000;$126,250; Ms. Crew, $125,000;$106,250; Mr. Hankin, $125,000;$121,250; Mr. Ryan, $140,000;Scholefield, $36,729; Mr. Stockton, $106,250; and Mr. Tan, $89,041, since he joined the Board on February 20, 2020. Mr. Scholefield $25,685.did not stand for reelection in 2020 and, accordingly the amounts in this column include fees earned and paid in cash in 2020 through the date of our 2020 Annual Meeting of Shareholders. Footnote to Column (c) of Director Compensation Table: The amountamounts set forth in column (c) reflectsreflect the grant date fair value of 1,060 restricted share-based grants,1,425 RSUs, with dividend equivalent rights, thatwhich were granted to each director on April 20, 2017.17, 2020, the date of our 2020 Annual Meeting of Shareholders. In the case of Mr. Buckley, the figure also reflects additional quarterly restricted share-basedRSU grants valued atwith a grant date fair value of $50,000 each for his service as Chairman. These AwardsRSUs are fully vested at the time of grant and entitle each recipient to a cash payment equal to the market value of a share of Company common stock at the time of settlement plus accrued dividends from the date of grant. The settlement date is the date specified by the director as the date, or dates, on which distributions are to be made following the date on which the director ceases to be a director of the Company. Distributions may be made in a single lump sum in the first year following the termination of the director’s service or in up to ten equal annual installments, at the election of the director. The aggregate grant date fair value associated with the 20172020 equity awards determined in accordance with FASB Codification Topic 718—Stock Compensation was $1,460,000.$1,640,000. Mr. Scholefield did not receive an award for 2020. Footnote to Column (g) of Director Compensation Table: The amountamounts set forth in column (g) reflectsreflect: (i) the incremental cost to the Company of providing products to the Directorsdirectors under the Directors Product Program;Program, and (ii) amounts the Company contributed under its Matching Gift Program to match charitable contributions made by Directors.directors. Matching Gift payments made by the Company during 20172020 were attributable as follows: Mr. Campbell, $8,500;Buckley, $40,000; Mr. Cardoso, $10,000;$20,000; Mr. Coutts, $20,000;$40,000; Ms. Crew, $10,000;$20,000; and Mr. Hankin, $10,000; and Ms. Parrs, $6,000.Stockton, $20,000. The Company’s Matching Gift Program applies to all employees, retirees and directors of the Company; pursuant to that Program, the Company matches up to $20,000 of total gifts made by a participant to qualified charitable organizations.organizations in respect of a fiscal year. The match amount is reported in the proxy statement in the year in which the Company actually disburses the funds, so the Company match reflected in the proxy may exceed $20,000 in a particular fiscal year. Please note that the Company introduced a temporary $2:$1 Company match from May 2020 through December 31, 2020, in order to express continued support for impacted communities during the pandemic, which if applicable, is reflected in the totals. 20 Table of Contents Director Equity Award Table The aggregate number of stock awardsRSUs outstanding at fiscal year-end for each non-employee director is as follows: Name   Aggregate Stock-RelatedRSU Awards OutstandingOutstanding (#) Andrea J. Ayers 3,5026,939 George W. Buckley 13,11520,885 Patrick D. Campbell 13,73617,173 Carlos M. Cardoso 15,73619,173 Robert B. Coutts 15,73619,173 Debra A. Crew 5,0788,515 Michael D. Hankin 2,2115,648 Marianne M. ParrsDmitri L. Stockton 15,7362,544 Robert L. RyanIrving Tan 11,736 James H. Scholefield1,444 0 Footnote to Director Equity Award Table Table: The Aggregate Stock-Related Awards reported in the table above are Restricted Stock Unitsreflect both cash-settled RSUs awarded under the Company’s legacy Restricted Stock Unit Plan for Non-Employee Directors and the stock-settled RSUs awarded under the Restricted Stock Unit Deferral Plan for Non-Employee Directors. The terms of thesestock-settled RSU awards are described above in footnote (c) to the Directors’Director Compensation Table. Non-employee directors are not eligible to receive stock options under the Company’s existing equity plans. Stock Ownership Policy for Non-Employee Directors.The Board maintains a Stock Ownership Policy for Non-Employee Directors, a copy of which can be found on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com. Pursuant to that policy, Directors are required to acquire, and maintain in accordance with the Policy, shares having a value equal to 500% of the annual cash retainer within five years of becoming a director. Directors are expected to defer their fees in the form of Company common stock until they have met this requirement. Security Ownership of Certain Beneficial Owners No person or group, to the knowledge of the Company, owned beneficially more than five percent of the outstanding common stock of the Company as of February 16, 2018,March 11, 2021, except as shown in this table. (1) Title of class       (2) Name and address of beneficial owner       (3) Amount and nature of beneficial ownership       (4) Percent of class Common Stock BlackRock, Inc. 10,065,546       (8,548,705 sole voting power; 6.6% $2.50 par value 55 East 52ndStreet 10,065,546 sole dispositive power) New York, NY 10055   Common Stock JP Morgan Chase & Co. 11,437,814 (9,959,224 sole voting power; 7.4% $2.50 par value 270 Park Avenue 95,533 shared voting power; New York, NY 10017 11,249,168 sole dispositive power; 184,183 shared dispositive power)   Common Stock The Vanguard Group 11,766,575 (216,743 sole voting power; 7.67% $2.50 par value 100 Vanguard Blvd. 33,902 shared voting power; Malvern, PA 19355 11,521,433 sole dispositive power; 245,142 shared dispositive power) (1) Title of class   (2) Name and address of beneficial owner   (3) Amount and nature of beneficial ownership   (4) Percent of class Common Stock $2.50 par value   The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355   12,896,863 (0 sole voting power; 255,722 shared voting power; 12,206,413 sole dispositive power; 690,450 shared dispositive power)   8.05%                 Common Stock $2.50 par value   BlackRock, Inc. 55 East 52nd Street New York, NY 10055   10,993,162 (9,569,099 sole voting power; 0 shared voting power; 10,993,162 sole dispositive power; 0 shared dispositive power)   6.8%                 Common Stock $2.50 par value   Capital Research Global Investors 333 South Hope Street, 55th Floor Los Angeles, CA 90071   10,452,773 (10,446,572 sole voting power; 0 shared voting power; 10,452,773 sole dispositive power; 0 shared dispositive power)   6.5%                 Common Stock $2.50 par value   JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10179   13,470,291 (12,572,319 sole voting power; 52,383 shared voting power; 13,354,762 sole dispositive power; 108,715 shared dispositive power)   8.3% * The information in the foregoing table is drawn from Schedule 13G reports filed with the Securities and Exchange Commission on or before February 16, 2018. March 11, 2021. 21 Table of Contents Security Ownership of Directors and Officers Except as reflected in the table below, no director, nominee, or executive officer owns more than 1% of the outstanding common stock of the Company. As of February 16, 2018,March 1, 2021, the executive officers, nominees, and directors as a group owned beneficially 0.69%.93% of the outstanding common stock. The following table sets forth information regarding beneficial ownership as of February 16, 2018,March 1, 2021, with respect to the shareholdings of the directors, nominees for director, each of the executive officers named in the table on page 32,24, and all directors, nominees for director, and executive officers as a group. Except as noted below, the named individual has sole voting and investment power with respect to the shares shown. Name       Common Shares Owned               Percent of Class Owned Donald Allan, Jr. 112,264 (1)(6) * Jeffery D. Ansell 28,849 (1)(4) * Andrea J. Ayers 3,389 (3) * George W. Buckley 15,351 * Patrick D. Campbell 16,700 (3) * Carlos M. Cardoso 14,271 (3) * Robert B. Coutts 18,333 (3) * Debra A. Crew 4,937 (3) * Michael D. Hankin 2,525 (3) * Janet M. Link 0 * James M. Loree 591,850 (1)(2)(4) * Marianne M. Parrs 8,547 (3)(5) * Robert L. Ryan 13,740 (3)(5) * James H. Scholefield 154 (3) * John H. Wyatt 99,265 (1)(2) * Directors, nominees and executive officers as a group (17 persons) 1,065,505 (1)–(6) 0.69%   Common Shares   Percent of Name Owned   Class Owned Donald Allan, Jr. 230,694 (1)(2)(5) * Jeffery D. Ansell 53,212 (1)(4) * Andrea J. Ayers 6,528 (3) * George W. Buckley 15,351   * Patrick D. Campbell 20,805 (3) * Carlos M. Cardoso 15,126 (3) * Robert B. Coutts 19,431 (3) * Debra A. Crew 7,892 (3) * Michael D. Hankin 6,746 (3) * James M. Loree 782,853 (1)(2)(4)(6) * Jane M. Palmieri 0 (7) * Mojdeh Poul 0 (7) * Jaime A. Ramirez 78,039 (1)(4) * Graham N. Robinson 8,907   * Dmitri L. Stockton 2,179 (3) * Irving Tan 490 (3) * Directors, nominees and executive officers as a group (18 persons) 1,501,162 (1)–(6) 0.93% * Less than 1% (1) Includes shares that may be acquired through the exercise of stock options on or before April 19, 201830, 2021 as follows: Mr.Allan,71,250; Mr.Ansell, 31,250; Mr.Loree, 263,549; Mr.Wyatt, 43,750;Mr. Allan, 82,500; Mr. Ansell, 37,500; Mr. Loree, 416,699; Mr. Ramirez, 52,500; and all executive officers as a group, 489,868.706,074. Includes net after-tax shares delivered on February 26, 2021, pursuant to the Company’s 2018–2020 LTIP performance award program as follows: Mr. Allan, 2,904; Mr. Ansell, 2,809; Mr. Loree, 8,239; Mr. Ramirez, 1,284; and all executive officers as a group, 19,004. Includes estimated net after-tax shares to be delivered on or about March 5, 2018,17, 2021, pursuant to the Company’s 2015 – 20172020 MICP performance award program as follows: Mr.Allan, 7,418; Mr.Ansell, 7,179; Mr.Loree, 19,740; Mr. Wyatt, 3,098;Allan, 6,165; Mr. Ansell, 6,265; Mr. Loree, 14,400; Mr. Ramirez, 4,936; and all executive officers as a group, 43,867. 46,229. (2) Includes stock options that would vest upon retirement prior to April 19, 201830, 2021 as follows: Mr. Allan, 56,250; Mr. Loree, 265,650; Mr. Wyatt, 33,750;187,500; and all executive officers as a group, 340,859.299,375. Includes RSUs that would vest upon retirement prior to April 19, 201830, 2021 as follows: Mr. Allan, 8,876; Mr. Loree, 32,045; Mr. Wyatt, 16,240;24,562; and all executive officers as a group, 56,497. 62,328. (3) Includes the share accounts maintained by the Company for those of its directors who have deferred director fees in the form of Company common stock as follows: Ms. Ayers, 3,389;6,528; Mr. Campbell, 16,700;20,805; Mr. Cardoso, 14,271;15,126; Mr. Coutts, 18,333;19,431; Ms. Crew, 4,937;7,892; Mr. Hankin 1,625; Ms. Parrs, 4,547;4,589; Mr. Ryan, 11,679;Stockton, 2,179; Mr. Scholefield, 154;Tan, 490; and all directors as a group, 75,635. 77,040. Does not include share-settled annual RSU grants under the Restricted Stock Unit Deferral Plan for Non-Employee Directors, which shares will be settled on or about the 90th day following the director’s separation from service. (4) Includes shares held as of February 16, 2018March 1, 2021 under the Company’s savings plan (the Stanley Black & Decker Retirement Account Plan),as follows: Mr. Ansell, 1,340;1,425; Mr. Loree, 717;763; Mr. Ramirez, 5; and all executive officers as a group, 2,065. 2,194. (5) Includes shares held through revocable trusts as follows: Mr. Ryan, 2,061; and shares held through Grantor Retained Annuity Trusts as follows: Ms. Parrs, 700. (6) Includes restricted share unitRSU accounts maintained by the Company as follows: Mr. Allan, 4,000; and all executive officers as a group, 4,000. (6) Includes 17,561 shares owned by The Jim and Rebecca Loree Foundation. (7) Ms. Palmieri and Ms. Poul were elected to the Board on February 18, 2021, and, as such, had no holdings as of this record date. Audit Committee Report In connection with the financial statements for the fiscal year ending December 30, 2017,January 2, 2021, the Audit Committee: reviewed and discussed the audited financial statements with management; discussed with the Company’s independent registered public accounting firm, Ernst & Young LLP, the acceptability and quality of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements and other matters required to be discussed by the Statement on Auditing Standards No. 61, as amended, as adopted byapplicable requirements of the Public Company Accounting Oversight Board in Rule 3200T;and the Securities and Exchange Commission; has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s communications with the Audit Committee concerning independence; has considered the compatibility of non-audit services with Ernst & Young’s independence; and has discussed Ernst & Young’s independence with Ernst & Young.Young, including whether the firm’s provision of other non-audit related services to the Company is compatible with maintaining such auditors’ independence. Based upon these reviews and 22 Table of Contents in reliance upon these discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange Commission. Audit Committee Marianne M. Parrs (Chair) George W. Buckley Patrick D. Campbell Michael D. Hankin James H. Scholefield Audit Committee Patrick D. Campbell (Chair) George W. Buckley Michael D. Hankin Dmitri L. Stockton Irving Tan The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporated it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act. Compensation and Talent Development Committee Report The Compensation and Talent Development Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on this review and discussion, the Compensation and Talent Development Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement and incorporated by reference into its Annual Report on Form 10-K. Compensation and Talent Development Committee Andrea J. Ayers (Chair) George W. Buckley Patrick D. Campbell Robert B. Coutts The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporated it by reference into a document filed under the Securities Act or the Exchange Act. 23 Compensation and Talent Development Committee   Patrick D. Campbell (Chair) Andrea J. Ayers George W. Buckley Robert B. Coutts Marianne M. Parrs Compensation Committee Interlocks and Insider ParticipationTable of Contents COMPENSATION DISCUSSION & ANALYSIS The This Compensation Discussion & Analysis (“CD&A”) provides an overview and explanation of: ● our compensation programs and policies for our 2020 named executive officers; and ● the material compensation decisions made by the Compensation Committee does not have any interlocks or insider participation requiring disclosure under those programs and policies. For the SEC’s executive compensation rules. EXECUTIVE COMPENSATION EXECUTIVE SUMMARY Fiscal 2017 Business Highlights The Company delivered record GAAP diluted EPS of $8.04 during 2017. Performance on other metrics also was strong, with revenue reaching $12.7 billion, organic sales growth at 7%, and continued strong operating cash flow. This robust performance is reflected in our share price, which increased from a closing price of $114.69 on the last day of the 2016 fiscal year to $169.69 on the last dayending January 2, 2021, our “named executive officers” are: Officer Title James M. Loree (1) Chief Executive Officer (“CEO”) Donald Allan, Jr. (1) President & Chief Financial Officer (“CFO”) Jeffery D. Ansell (2) Executive Vice President, Stanley Black & Decker Jaime A. Ramirez (3) Executive Vice President & President, Tools & Storage Graham N. Robinson (4) Senior Vice President & President, Stanley Industrial (1) On February 23, 2021, the Company announced that Mr. Allan. assumed the role of President and Chief Financial Officer. Mr. Loree will continue to serve as the Company’s Chief Executive Officer. (2) On July 1, 2020, Mr. Ansell transitioned from his previous role as Executive Vice President & President, Tools & Storage, to the role of Executive Vice President, Stanley Black & Decker. (3) Effective July 1, 2020, Mr. Ramirez was promoted from his role of Senior Vice President & Chief Operating Officer, Tools & Storage to Executive Vice President & President, Tools & Storage. (4) Mr. Robinson was hired in April 2020. EXECUTIVE SUMMARY Fiscal 2020 Business Highlights ● The Company responded to COVID-19 by establishing four priorities for the organization to navigate through the uncertain period and position our businesses for long-term success: ● ensuring the health and safety of our employees and supply chain partners; ● maintaining business continuity and financial strength and stability; ● serving our customers as they provide essential products and services to the world; and ● doing our part to help mitigate the impact of the virus across the globe. ● The Company implemented a cost and efficiency program that delivered approximately $500 million of cost savings in 2020. ● Total revenue was $14.5 billion, up 1% versus the prior year, as 10% second-half organic growth* and acquisitions more than offset first-half pandemic-related market impacts. ● In 2020, the gross margin rate was 34.2% and the operating margin rate was 12.9%. Excluding acquisition-related and other charges, the gross margin rate was 34.7%, up 120 basis points versus the prior year and the operating margin rate was 14.6%, up 110 basis points versus the prior year. This performance was achieved as the Company implemented cost control measures in response to COVID-19 and technology-driven margin resiliency initiatives, realized the benefits of price increases and leveraged growth in the second half of the year.** ● The Company achieved GAAP diluted EPS of $7.77 in 2020 compared to $6.35 in 2019. Both periods include acquisition-related and other charges. Excluding these amounts, adjusted diluted EPS was $9.04 in 2020 versus $8.40 in 2019, which represents an expansion of 8% versus the prior year, reflecting a strong performance as the Company successfully navigated market and operational impacts from the pandemic.** ● Free cash flow*** was a record $1.7 billion supported by the strong operational performance and a continued focus on working capital turns which improved to 10.4, up 0.6 turns versus the prior year. ● We have produced above-market organic growth and an ~8% CAGR adjusted diluted EPS expansion over the past four years despite absorbing approximately $1 billion in commodities, tariff and currency-related cost inflation.** ● Reflecting these actions, the Company delivered a strong TSR of approximately 9% for the 2020 fiscal year and has a track record of long-term performance with 5- and 10-year annualized TSR returns of approximately 12%. * Organic growth is defined as total sales growth less the sales of companies acquired and divested in the past twelve months and any foreign currency impacts. ** See Appendix A for a reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. *** Free cash flow is defined as cash flow from operations less capital and software expenditures. Management considers free cash flow an important indicator of its liquidity, as well as its ability to fund future growth and to provide return to shareholders. Free cash flow does not include deductions for mandatory debt service, other borrowing activity, discretionary dividends on the Company’s common and preferred stock and business acquisitions, among other items. 24 Table of the 2017 fiscal year. Our strong performance has allowed us to return capital to our shareholders through a dividend increase in a year in which we also completed the acquisitions of the Craftsman®brand and the Newell Tools business, and translated into a total shareholder return (“TSR”) of 50% for the 2017 fiscal year.Contents Performance Over the Last Three Years Revenue (in Billions) Share Price EPS (GAAP Diluted) Total Shareholder Return * For executive compensation purposes, 2017 diluted EPS is $7.45. This excludes the $0.59 net favorable impact from divestitures, partially offset by acquisition-related charges andSee Appendix A for a net tax charge pertainingreconciliation of GAAP to the recently enacted U.S. tax legislation. Non-GAAP measures used in this Proxy Statement. 15   Our Pay-for-PerformancePay for Performance Philosophy Our compensation programs are designed to incentivize our employees to achieve or exceed pre-established, objective financial goals established for the Company and deliver superior returns to our shareholders. As depicted in the charts below, approximately 75% – 90%81–89% of our executives’ target compensation opportunity for 2020 was variable and tied directly to the achievement of financial goals or share price performance. The result of this compensation philosophy has been strong pay for performance alignment as described below. 25 President & CEO Other NEOs Table of Contents The rewardsincentive compensation earned by our executives in 2017 reflect2020, and historically, reflects our financial performance and achievement relative to our pre-established goals, including:and is aligned with our pay for performance philosophy: ○ ● Pay Opportunity:Total compensation opportunity, and the individual components thereof, for our named executive officers, isare generally targeted to andreasonably aligned with the 50th50th percentile of our Compensation Peer Group (as defined on pages 18-19)page 29). Individual total compensation opportunities may exceed or trail the median for a variety of reasons,including performance considerations, experience level, length of service in current position, additionalresponsibilities,additional responsibilities, value to the Company beyond the core job description, or retention risk as assessed by theCompensationthe Compensation Committee. ○ ● Pay and Performance:Considering all elements of compensation (salary, annual incentives, performance units, time-vesting stock options and RSUs, and an annualized portion of any long-term retention grants), our executives’ pay is strongly aligned with our compensation philosophy as well as our operational and TSR performance, measured relative to our compensation peer group. Compensation Peer Group. ● An October 20172020 analysis of CEOour CEO’s realizable pay*,pay,* as a percentage of targeted pay opportunity and reflecting results for the most recently available three-year period (2014 – 2016)(2017–2019), showed strongreasonable alignment with our TSR performance. In this three-year period, in which our TSR and pro-forma composite financial performance (determined by averaging TSR, EPS growth, cash flow multiple and cash flow return on investment for each company)investment) as described below. ● In that 2017–2019 three-year period, our pro-forma composite financial performance and TSR were both at the 89th and 67th33rd percentile of our Compensation Peer Group, respectively, CEOwhile our CEO’s realizable pay was at the 78th47th percentile of our Compensation Peer Group. * Realizable pay is defined as the sum of the base salary, actual bonus paid, and long termlong-term incentive payouts over the three yearthree-year measurement period, plus the value of outstanding equity awards at the closing stock price on the last day of the measurement period. Incentive Compensation Below is a description of the incentive-based elements of our executive compensation program: ●Compensation Element Awards Page Reference Annual Incentive Compensation –Management IncentiveCompensation Plan (“MICP”)Awards (“MICP Awards”):The Company’s performance in 2017 resulted in a weighted payout across all measures ranging Weighted goal achievement ranges from 158.4% – 179.2%47.4% to 167.9% of target bonus opportunity for the Company’s named executive officers, as detailed on pages 26-27. officers* Page 36 ● Long-Term Incentives –Performance Units:UnitsThe Company’s performance during the 2015 – 2017 performance cycle resulted in a weighted Weighted average goal achievement across all measures of 166.7%63.3% of target as detailed on page 26. Over this three-yearfor the 2018–2020 performance period we achieved TSR at the 86thpercentile of our LTIP Peer Group (as defined on page 22). cycle* Page 40 ● Long-Term Incentives – Time Incentives: Time-Based Stock Awards (Restricted (RSUs) andStock Units) and Stock Options:OptionsWe also provide our executives an annual equity grant, comprised of time-vested restricted stock units RSU and stock options, which represents approximately one-thirdoption grants represent, on average, one third of the annual total compensation opportunity for named executive officers Pages 38-39 * We made no COVID-19 related adjustments to either our 2020 MICP goals or the 2018–2020 performance cycle goals, and the Compensation Committee applied no positive discretion in determining performance and payouts for our named executive officers, on average, and supports the retention and stability goals within our program while also maintaining alignment with shareholders as the value of restricted stock units and stock options is tied to our share price. officers. 16   26 Table of Contents Strong Governance Practices Our Compensation Committee has implemented executive compensation policies and practices that align with market-leading best practices: ✓ü Robust stock ownership guidelines of 6x base salary for our Chief Executive Officer, 5x for our Chief Financial Officer, and 3x for all other executive officers.officers ✓ü Holding period requirement“Hold Until Met” stock ownership policy requires 100% retention of one year after vestingshares (net of restrictedapplicable taxes) until minimum stock units or the exercise of stock optionsownership levels are met to further align executive ownership with shareholder returns. returns ✓ü Company will not enter into change-in-control severance arrangements that containNo excise tax gross-ups under change in control agreements and does not provideno tax gross-ups on perquisites. perquisites ✓ü Double trigger vesting provisions requiring both the occurrence of a change in control of the Company and qualifying termination of employment in order for replacement awards to vest under our annual Management Incentive Compensation2018 Omnibus Award Plan and our Long-Term Incentive Compensation Plan. in order for severance to be paid under the change in control agreements ✓ü Compensation program risk assessment conducted annually and reviewed by the Compensation Committee. Committee ✓ü Policy regarding forfeiture of incentive awards in the event of a financial restatement under certain circumstances. circumstances ✓ü Policies prohibitingagainst hedging and discouragingor pledging of Company stock. stock ✓ü Executive total compensation opportunity is benchmarked at the 50th percentile of our Compensation Peer Group. Group ✓ü CEO long-term incentive compensation mix historically has beenis at least 50% performance units. units ✓ü Dividend equivalents are paid on equity compensation awards only ifto the extent the underlying award is earned or vested. vested ✓ü Our current 2013 Long-Term Incentive Compensation Plan and proposed 2018 Omnibus Award Plan expressly prohibitprohibits option re-pricing and cash buyouts of “out-of-the-money” options without shareholder approval. approval ✓ü Realizable pay analysis is conducted to demonstrate the impact of performance on actual realizable pay actually realizable tofor our Named Executive Officers. named executive officers Say Shareholder Engagement We place a high priority on Pay Advisory Vote Outcomeregular, year-round proactive engagement with our shareholders to better understand their perspectives about our Company and the market generally. During 2020, we reached out to shareholders representing approximately 65% of our outstanding shares to engage with us on a broad range of corporate governance matters including board composition and structure, risk management, diversity and inclusion, sustainability, innovation, the Company’s response to COVID-19, and strategy, as well as our executive compensation program. The feedback we received from shareholders was evaluated by management and shared with the Board and the input we received has reviewed current views on corporateenabled us to better understand our shareholders’ priorities and evaluate and improve our governance bestpractices. We continually incorporate shareholder feedback into the review of our governance practices, and we have clarified certain disclosures related to our compensation program, among other matters, as a result of our engagement process. As reflected by the results94.0% average of our Say on Pay vote in each ofresults over the lastpast three years, in which at least 92%shareholders are generally supportive of those who voted supported our executive compensation programs. The overall feedback this year was again supportive of our current programs and policies and raised no significant concerns. 27 Table of Contents Say on Pay proposal,Advisory Vote Outcome In addition to reviewing corporate governance best practices and determined thatincorporating feedback received through our executive compensation programs are designed to reward pay for performance and are supported by our shareholders. Theshareholder engagement, the Compensation Committee considers the results of the Say on Pay advisory vote, among other factors, in making its compensation decisions for the following year. BasedThe Board reviewed the results of our Say on the strongPay votes, which reflect an average of 94.0% of shareholder votes cast in support forof our executive compensation programsprogram over the lastpast three years, andyears. The Board believes that this substantial majority of votes cast affirms shareholders’ recognition of our strong alignment of pay with performance the Compensation Committee hasand did not made anymake significant changes to our executive compensation programs. At the 2017 Annual Meeting, our shareholders voted to holdprogram as a direct result of last year’s Say on Pay vote on an annual basis, which was consistent with the Board’s recommendation on that proposal. Accordingly, at the 2018 Annual Meeting, we will again hold an advisory vote to approve executive compensation. The Compensation Committee will continue to consider the results of these advisory votes in the governance and design of executive compensation programs as it evaluates what is in the best interest of the Company’s shareholders.vote. 17   COMPENSATION DISCUSSION & ANALYSIS This Compensation Discussion & Analysis (this “CD&A”) provides an overview and explanation of: ● our compensation programs and policies for our named executive officers; ● the material compensation decisions made by the Compensation Committee under those programs and policies; and ● the material factors that the Compensation Committee considered in making those decisions. HOW WE DETERMINE EXECUTIVE COMPENSATION Our Compensation Philosophy &and Goals The philosophy underlying our executive compensation program is to provide a competitive, performance-based compensation package that allows us to attract, motivate and retain high caliber executives who drive the Company’s success. The primary tenets of our executive compensation philosophy are: ● Competitive Pay Position.TargetTotal target compensation, isand the individual components thereof, for our named executive officers, are generally aligned with competitive median levels using Compensation Peer Group data and published surveys. Focusing on the market median, while givingbut providing the Compensation Committee the flexibility to set individual executive compensation opportunityopportunities consistent with individual circumstances and providing executives the opportunity to earn more (or less) than this target amount based on Company performance, helps to ensure that the Company can attract and retain the high caliber executive talent it seeks and pay them commensuratethese executives commensurately with the value that they provide to the Company. ● Pay for Performance.A significant portion of annual and long-term compensation is variable, dependent on and directly linked to Company financial andperformance, including achievement relative to our Compensation Peer Group performance. Group. The annual incentive plan goals align with our earnings guidance while the three-year performance plan goals are linked to our strategic framework and long-term financial objectives. ● Alignment with Shareholder Interests.InterestsInterests of executives. Our executives’ interests are aligned with the long-term interests of our shareholders through stock-based compensation, stock ownership requirements, and performance metrics that drive shareholder value. ● Pay Mix.Base salaries are based ondetermined according to market conditions and each executive’s level of responsibility, talent and experience. The mix of compensation betweenamong base salary, annual management incentive compensation and long-term incentive awardscompensation is targeteddesigned to focus our executives on short-and longer-termboth short and long-term objectives as prioritized by the Board. Use of Peer Companies and Benchmarking In 2017,2020, the Compensation Committee reviewed market data and other information presented by Pay Governance, LLC (“its independent compensation consultant. Pay Governance”), its compensation consultant, and byGovernance’s role in the executive compensation-setting process is described in greater detail under the heading “Role of Independent Compensation Consultant” on page 31. In addition, management engaged Willis Towers Watson. Willis Towers Watson has been engaged by the Company to provide actuarial services and perform certain other calculationscompile Compensation Peer Group and market survey data that are shared with the Compensation Committee and Pay Governance for use in their analyses. The Compensation Committee found that, on average for the named executive officers, annual compensation (at target opportunity) was aligned with the intended median positioning. Use of Peer Companies and Benchmarking Our Compensation Committee, in consultation with Pay Governance, determines which companies should be included in our Peer Grouppeer group for compensationcompensation-setting and design purposes (the “Compensation Peer Group”) based on several factors,criteria, including the industry, revenue, market capitalization and labor market. The Compensation Committee annually reviews market data compiled by Willis Towers WatsonFor 2020, we removed Pentair plc due to ensure that compensation levels are in line with the Compensation Peer Group. The primary set of market data provided to the Compensation Committee in 2016 came from the compensation information publicly filedits relatively lower revenue, kept Ingersoll-Rand, Inc. (formerly denoted as Ingersoll Rand plc), which was formed by the companies listed below under the column headed 2016 Compensation Peer Group. Our Compensation Peer Group was modifiedmerger between Gardner Denver Holdings and Ingersoll-Rand plc’s industrial segment spin off in 2017 to remove Tyco International, which was acquired by2020, and added Johnson Controls in 2016, and to add 3M Company, Fortive Corporation, Honeywell International Inc. and Pentair plc. The median 2017 revenue of the 2017 Compensation Peer Group was $14.3 billion, and the median market cap as of the end of 2017 was $22.9 billion, as compared to 2017 revenue for the Company of $12.7 billion and market cap for the Company at the end of 2017 of $26.1 billion. 18 28 Company 2016 Compensation Peer Group 2017 Compensation Peer Group 3M Company ✓ Cummins, Inc. ✓ ✓ Danaher Corp. ✓ ✓ Dover Corp. ✓ ✓ Eaton Corporation plc ✓ ✓ Emerson Electric Co. ✓ ✓ Fortive Corporation ✓ Honeywell International, Inc. ✓ Illinois Tool Works, Inc. ✓ ✓ Ingersoll-Rand plc ✓ ✓ Masco Corp. ✓ ✓ Newell Brands Inc. ✓ ✓ Parker Hannifin Corporation ✓ ✓ Pentair plc ✓ Rockwell Automation, Inc. ✓ ✓ The Sherwin-Williams Company ✓ ✓ Textron Inc. ✓ ✓ Tyco International ✓ acquired W.W. Grainger, Inc. ✓ ✓ Whirlpool Corp. ✓ ✓ Table of Contents The data derived from the Compensation Peer Group createinforms ranges of compensation values that the Compensation Committee then considers in setting executive salary levels and incentive opportunities that are consistent with the Company’s overall objectives. The published survey benchmark data reviewed by the Compensation Committee are statistical summaries of the pay practices at these companies and are not representative of the compensation levels at any one organization. The Compensation Committee annually reviews market survey data compiled by Willis Towers Watson to ensure that compensation levels are in line with the Compensation Peer Group. The Compensation Committee found that, on average, annual compensation (at target opportunity) for our named executive officers was aligned with the intended median positioning level of the Compensation Peer Group. The median 2020 revenue of the 2020 Compensation Peer Group was $15.2 billion, and the median market cap of the 2020 Compensation Peer Group as of the end of 2020 was $27.7 billion, as compared to 2020 revenue for the Company of $14.5 billion and market cap for the Company at the end of 2020 of $28.1 billion.   Compensation Peer Group Company 2019 2020 3M Company ü ü Cummins, Inc. ü ü Danaher Corp. ü ü Dover Corp. ü ü Eaton Corporation plc ü ü Emerson Electric Co. ü ü Fortive Corporation ü ü Honeywell International, Inc. ü ü Illinois Tool Works, Inc. ü ü Ingersoll-Rand Inc. ü ü Johnson Controls International plc   ü Masco Corp. ü ü Parker Hannifin Corporation ü ü Pentair plc ü   Rockwell Automation, Inc. ü ü The Sherwin-Williams Company ü ü Textron Inc. ü ü W.W. Grainger, Inc. ü ü Whirlpool Corp. ü ü 29 Table of Contents Role &and Process of the Compensation Committee In developing and maintaining appropriate compensation programs and target compensation levels for our executive officers, including our named executive officers, the Compensation Committee: Annually reviews and evaluates detailed compensation data for each named executive officer, including: ●an overview of annual compensation and benefit values, values; ●     ●the value of all outstanding equity awards, awards; ●     ●the accrued value of retirement benefits,benefits; and ●     ●the amount of the Company’s obligations in the event the executive’s employment terminates under various circumstances. Annually Monitors and Evaluates Executive Compensation →     Monitors and Evaluates Executive Compensation Annually reviews actual compensation received by the named executive officers and compensation realizable by our named executive officers in relation to Company performance during the same time periods. Based on the results of this assessment and within the broader framework of the Company’s annual and long-term financial results, assesses, in consultation with Pay Governance, whether the Company’s incentive programs are working as intended andappropriately paying for performance. Annually Reviews the Company’s Pay and Financial Performance Alignment →     19   Regularly discusses compensation matters, other than those pertaining to the Chief Executive Officer, with our Chief Executive Officer and other management representatives. Meets in executive session with Pay Governance, without management present, to evaluate management’s input. Solicits comments from other Board members regarding its recommendations at regularly scheduled Board meetings. Regularly Discusses Compensation Matters →   Discusses Compensation Matters       Establishes Annually establishes performance goals for our performanceperformance-based award programs, during the first quarter of a performance cycle, taking into account: ●recommendations byfrom management based on the Company’s historical performance, strategic direction, and anticipated future operating budget, budget; ●     ●the Company’s strategic business plan and operating budget, including alignment with long-term financial objectives; and ●the anticipated degree of difficulty in achieving thosethe performance goals. Presents approved Approves goals, toin consultation with the Board, whenonce satisfied that theyperformance goals are set at reasonable but appropriately challenging levels. In Consultation with the Board, Establishes Performance Goals for the Company’s Short-Term and Long-Term PerformancePerformance-Based Award Programs →     30 Table of Contents Role of Independent Compensation Consultant To enhance the Compensation Committee’s ability to perform its responsibilities, the Compensation Committee has retained Pay Governance, an independent compensation consultant, to advise on executive compensation issues since October 2011. As an independent advisor to the Compensation Committee, Pay Governance: ● reviewedreviews the total compensation strategy and pay levels for the Company’s named executive officers; ● examinedexamines all aspects of the Company’s executive compensation programs to ensure their ongoingthe programs continue to support of the Company’s business strategy; ● informedinforms the Compensation Committee of developing legal and regulatory considerations affecting executive compensation and benefit programs; and ● providedprovides general advice to the Compensation Committee with respect to compensation decisions pertaining to the Chief Executive Officer and senior executives. In addition to the services provided to the Compensation Committee, Pay Governance periodically provides information and advice to the Corporate Governance Committee regarding the compensation of the Company’s independentnon-employee directors. Pay Governance provides no other services to the Company. As described in more detail on page 9,14, the Compensation Committee has determined that Pay Governance is independent and that there is no conflict of interest between Pay Governance and the Compensation Committee or the Company. DISCUSSION OF OUR 20172020 EXECUTIVE COMPENSATION PROGRAM Compensation Basics & Elements of Compensation The purpose of our executive compensation program is to attract and retain talent and to reward our executives for performance that benefits the Company and its shareholders. To that end, we seek to compensate our executives in a manner that: ● is competitive; ● rewards performance that creates shareholder value and aligns with our strategic framework, while maintaining an appropriate balance between profitability and operational stability; and ● encourages executives to drive efficiencies by using capital judiciously. 20   The Compensation Committee believes that a significant portion of each executive officer’s compensation opportunity should be variable in order to ensure that median or above median compensation is delivered only when business results are strong and we have created value for our shareholders. Compensation Element Link to Philosophy Key Features Base Salary Rewards the skill and expertise that our executive officers contribute to the Company on a day-to-day basis Aligned with median market levels Individual salaries may exceed or trail the median for a variety of reasons, including performance considerations, level of experience, level, length of service in current position, additional responsibilities, geographic location, value to the Company beyond the core job description, orand retention risk 31 Table of Contents Compensation Element Link to Philosophy Key Features Annual IncentiveCompensation under Management Incentive Compensation Plan (Cash) MICP Balances the complementary short-term goals of profitability and operational stability Encourages our executives to maximize profitability, growth & efficiency Target awards set as a percentage of each officer’s base salary in effect at the beginning of the performance period (For 2020, MICP will be stock-settled over three (3) years (“MICP PSUs”) as described more fully on page 34) Encourages our executives to maximize profitability, growth and efficiency Payouts vary from 0% to 200% of target bonus opportunity depending on actual performance during the performance period Metrics and weights established by the Compensation Committee at the beginning of the performance period 2017 2020 Corporate Metrics: ●Diluted earnings per shareAdjusted diluted EPS (“EPS”)*weighted at 50% 40% ●     ●Cash flow multiple(operating cash flow less capital expenditures, divided by net earnings) weighted at 25% 20% ●     ●Organic sales growth(sales growth excluding foreign exchange and acquisition/divestiture impacts) weighted at 25%20% ●     Gross margin rate weighted at 20% Payouts for executives with responsibility for specific business units based on business unit performance metrics, as well as corporate metrics.metrics No payout for a particular MICP metric if actual performance falls below threshold level 21   Compensation Element Link *      See Appendix A for a reconciliation of GAAP to Philosophy Key FeaturesNon- GAAP measures used in this Proxy Statement Long-Term IncentiveCompensation (Equity) Incentivizes executives to achieve sustainable performance results and maximize growth, efficiency and long-term shareholder value creation Mix of stock options, RSUs and performance units places a substantial portion of compensation at risk and effectively links equity compensation values to shareholder value creation and financial results Stock Options & RSUs Restricted Stock Units(“RSUs”) Stock options and time-based restricted stock units (“RSUs”)RSUs reward management for successful share price appreciation, align their interests with shareholders and bolster retention Stock Options & RSUs: Vestoptions have an exercise price equal to fair market value at the time of grant and expire 10 years from the grant date RSUs vest in four equal installments on each of the first four anniversaries of the grant date 32 Table of Contents Compensation Element Stock options expire 10 years from the grant date Link to Philosophy Key Features Performance Units (“LTIP PSUs”) Performance units link pay with financial performance and align management’s interests with the Company’s strategic initiatives Performance Units: Earned or forfeited following the conclusion of a 3-yearthree-year performance cycle based on the achievement of the following pre-established goals as follows:goals: ●Cash flow return on investment(“CFROI”CFROI”) weighted at 40%; ●     ●EPSgrowth weighted at 35%; and ●     ●Relative TSR(measured against LTIP Peer Group)Group as defined on page 37) weighted at 25% (“TSR”) CFROI and EPS goals are weighted as indicated above for each of the three years of the performance measured annuallycycle Relative TSR measured based on three yearthree-year cumulative goal vs.versus LTIP PeersPeer Group Design Program design recognizes that stock returns typically take longer to develop versusthan earnings and that relative TSR, while an important assessment of long-term performance, is less directly influenced by our management team See page 37 for a discussion of these calculations 33 Table of Contents Base Salary The table below sets forth the base salaries of our named executive officers as of January 2, 2021. During 2020, all of our named executive officers voluntarily agreed to, and the Board approved, a 20% reduction in their base salaries effective May 1, 2020 in light of the changed economic circumstances facing the Company in 2020 as a result of COVID-19. The base salaries for Messrs. Ansell and Robinson were reinstated effective October 1, 2020 and the base salaries for Messrs. Loree, Allan and Ramirez were reinstated effective January 1, 2021. Officer 2020 Base Salary 2020 Base Salary Received(4) James M. Loree $1,304,000 $1,130,133 Donald Allan, Jr.(1) $833,000 $721,933 Jeffery D. Ansell $763,000 $679,417 Jaime A. Ramirez(2) $650,000 $516,667 Graham N. Robinson(3) $500,000 $328,205 (1) Mr. Allan received a $100,000 salary increase effective January 1, 2020 in recognition of his expanded responsibilities beyond finance. (2) Mr. Ramirez received a $50,000 salary increase effective January 1, 2020 in connection with his promotion to Senior Vice President & Chief Operating Officer, Tools & Storage and an additional salary increase of $100,000 on July 1, 2020 when he was promoted to Executive Vice President & President, Tools & Storage. (3) Mr. Robinson was hired in April 2020. (4) Represents base salary received in 2020 as disclosed in the Summary Compensation Table inclusive of the aforementioned voluntary salary reductions. MICP Targets and Performance In early 2020, the Compensation Committee conducted a review of the Company’s existing incentive compensation arrangements and, in connection with this review, approved a modification to the MICP for 2020. The Compensation Committee elected to allocate 20% weight to a new gross margin rate metric to focus on our margin resiliency initiative. While the Company has been able to stabilize operating margin rate performance, there has been pressure on gross margin rates since 2017 due to external headwinds and other factors. The Compensation Committee believes that adding this new metric will further incentivize management to focus attention on gross margin rates. Like the 2019 MICP, the 2020 MICP for executive officers was granted as stock-settled performance share units (“MICP PSUs”), with a three-year vesting schedule, rather than cash-settled awards. The plan design remained consistent with the 2019 MICP design except for the addition of gross margin rate as a performance goal and performance was measured based on a one-year performance period. The Compensation Committee believes this stock-settled annual incentive plan design is appropriate in light of the Company’s proactive effort to preserve cash in light of the economic climate in 2020, and will further align executive officers’ interests with shareholder interests over the extended three-year vesting period. The Compensation Committee expects the 2021 MICP will revert to annual cash settlement. The number of shares earned based on performance was determined following the end of the 2020 performance period after which, the MICP PSUs will be settled in three equal installments. One-third will be settled in March 2021, and the second and last third will be settled in March 2022 and March 2023, respectively. In general, participants must be active employees of the Company until the applicable settlement date to receive the earned shares, subject to certain exceptions for death, disability or retirement. The named executive officer target bonus opportunities (as a percentage of base salary) and target MICP PSUs are indicated in the table below: Officer Target Bonus (% of Base Salary) Target MICP PSUs (#/$) James M. Loree 150% 20,901 Donald Allan, Jr. 100% 8,901 Jeffery D. Ansell 100% 7,833 Jaime A. Ramirez 75% 4,408 Graham N. Robinson* 75% $375,000 * Mr. Robinson was hired in April 2020 after the 2020 MICP PSU grant and, accordingly, his MICP is a cash-settled bonus, rather than MICP PSUs. 34 Table of Contents The corporate performance goals and results applicable to the MICP award program for the 2020 performance period are illustrated below:               2020 Actual   Threshold   Target   Maximum   Result EPS* $8.23   $8.90   $9.57   $9.04* Cash Flow Multiple 80%   95%   110%   136% Organic Sales Growth 1.6%   3.1%   4.6%   (0.6)% Gross Margin Rate* 33.8%   34.0%   34.5%   34.7%* * See Appendix A on page 80 for a reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. The target organic sales growth goal for 2020 was established at 3.1%, slightly below the 3.2% actual organic sales growth achieved in 2019, primarily due to expected slowing and, in some cases, declining end markets, such as industrial, automotive and emerging markets. The 2020 organic sales growth goals were established to be challenging and above key market growth projections. The 2020 EPS goals were set higher than the respective 2019 goals, and the 2020 Cash Flow Multiple goals were consistent with the 2019 goals. The Gross Margin Rate target was established based on the 2020 operating plan with the objective to improve over 2019 as part of our margin resiliency initiative. The weighting applied to each of these measures, the potential bonus payouts and the amounts attained based on performance by each of our named executive officers for 2020 performance are set forth in the table below. The amounts attained by Mr. Ansell and Mr. Ramirez are based on the corporate results set forth above and the results of the Tools & Storage business, weighted as indicated in the table below. The Tools & Storage business achieved results above the target goals on all division metrics. The bonus earned by Mr. Robinson is based on the corporate results and the Industrial business, weighted as reflected in the table below. The specific divisional operating margin, working capital, organic sales percent, and gross margin rate goals and results are not disclosed, as the disclosure of such information would result in competitive harm to the Company and would be of limited additional use to investors. The Company generally does not disclose goals and results for specific divisions. 35 Table of Contents     Weighting of Measures   Potential Bonus Payouts**   Weighted Avg.         Corporate   Division               Actual Payout                     Gross               Gross               Based             Cash   Organic   Margin   Operating   Working   Organic   Margin               on All Measures   Total # Actual     EPS   Flow   Sales   Rate   Margin   Capital   Sales   Rate   Threshold   Target   Maximum   (% of target)   MICP PSUs James M. Loree   40%   20%   20%   20%   0%   0%   0%   0%   $978,000   $1,955,999   $3,911,998   128.4%   26,837 Donald Allan, Jr.   40%   20%   20%   20%   0%   0%   0%   0%   $416,496   $832,991   $1,665,982   128.4%   11,429 Jeffery D. Ansell   20%   10%   10%   10%   13.3%   10%   13.3%   13.3%   $366,522   $733,043   $1,466,087   154.7%   12,118 Jaime A. Ramirez   10%   5%   5%   5%   20%   15%   20%   20%   $206,259   $412,518   $825,037   167.9%   7,401 Graham N. Robinson*   10%   5%   5%   5%   20%   15%   20%   20%   $187,500   $375,000   $825,000   47.4%   $177,750 * Mr. Robinson was hired in April 2020 and received his full year MICP cash bonus in 2021 based on performance results of 47.4% of target. ** See the “Summary Compensation Table” on page 45 and “Grants of Plan-Based Awards Table” on page 48 for further details. The potential bonus payouts set forth in the table above correspond to the grant date fair value of the MICP PSUs. Due to the stock settlement of the 2020 MICP, as required by the SEC rules the target value of the MICP PSUs on the date of grant is reported in the Summary Compensation Table on page 45 under column (e) “Stock Awards,” rather than under column (g) “Non-Equity Incentive Plan Compensation.” Because these awards constitute stock awards, the target value of the MICP PSUs on the date of grant is required to be reported rather than the value of the actual MICP PSUs determined based on actual performance under the plan. Mr. Robinson’s MICP bonus was paid in cash and is reported under column (g): “Non-Equity Incentive Plan Compensation.” No Changes to Metrics, Goals or Discretionary Increases to Incentive Plan Payouts for COVID-19 Pandemic Impacts The Company took swift and decisive actions to overcome adverse market and operational impacts related to the pandemic. Despite an extraordinarily challenging year, the Company achieved an organic sales increase of 10% in the second half of 2020, and on a full year basis delivered 14.6% adjusted operating profit and $9.04 adjusted EPS*, up 8% versus 2019. The Company achieved these results by taking early actions to adjust its cost structure, while demonstrating exceptional operational agility to meet an acceleration of demand to record levels in the Tools & Storage business as the year progressed. Further, the Company has embraced opportunities presented by the pandemic to accelerate product innovation in its various businesses and bolster its strong e-commerce position. The Board of Directors and the Compensation Committee believe the Company managed the significant challenges of the pandemic in a highly effective manner, with a consistent focus on protecting employee health, providing assistance in the communities in which we operate, and meeting customer demand. Given the Company’s relatively strong performance under the challenging conditions of this ongoing pandemic, the Compensation Committee believes it is appropriate for the payouts under the MICP and LTIP PSU incentive plans to align with the originally established goals. As described above, the 2020 MICP attainment was above target for Messrs. Loree, Allan, Ansell and Ramirez, and was 47.4% of target for Mr. Robinson, reflecting the more challenging market conditions in the Industrial segment. Notwithstanding the strong second half 2020 sales performance, as detailed on page 35, the Company had a slight decrease in full year 2020 organic sales due to the pandemic and, accordingly, there was no payout on that MICP metric; however, the Tools & Storage business achieved above target organic sales growth and Mr. Ramirez and Mr. Ansell each received a payout on the divisional organic sales metric. As discussed on page 40, the results achieved for the 2018–2020 LTIP performance cycle represented 63.3% of target. * See Appendix A on page 80 for a reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. 36 Table of Contents How We Determine Performance Criteria Under our annual performanceincentive award program, bonusesMICP awards are typically earned or forfeited at the end of each fiscalthe performance year depending on the achievement of pre-established EPS, cash flow multiple, and organic sales growth and for 2020, gross margin rate performance goals; bonus opportunities for the leaders of our different business units also reflect divisional operating margin, working capital, and organic sales percentand gross margin rate percentage goals. Under our long-term incentive performance programs, performance units will beaward program, LTIP PSUs are earned or forfeited following the conclusion of a three-year performance cycle depending on the achievement of pre-established EPS and CFROI performance goals, pre-established at the inception of the plan, for each year in the cycle and a three-year relative cumulative TSR goal. The relative TSR goal measures our performance against that of a group of approximately 23 industry peers (the “LTIP Peer Group”). For the 2016-2018 and 2017-2019 performance cycles, EPS and CFROI goals are weightedThe LTIP Peer Group is intended to reflect a broader spectrum of peers than our Compensation Peer Group, including in certain industries such as security that achievement of these goals in the first and second yearsdo not compete across all of the program carry more weight than achievement of these goals in the third year of the program.Company’s business segments. 22   The Compensation Committee includes adjusted EPS as a performance goal in both the annual incentive and long-term performance award program because it believes EPS is a critical driver of shareholder value that must be balanced over both near- and longer-term time horizons. ● The Compensation Committee does not want managers pursuing other short- or long-term goals without considering the effect of such goalsactions on EPS. ● The Compensation Committee also believes that using EPS as one of the goals in annual incentives provides the Compensation Committee with flexibility to adjust short-term goals to reflect existing market conditions without losing the motivational and retentive value of the long-term performance award. LTIP PSUs. ● Because each of the annual EPS goals contained in a given three-year long-term performance cycle is established early in the first year of the cycle and the EPS goal for MICP is established each year, the target EPS goals for the second and third years of the long-term performance cycle are not likely to be the same as the target EPS goals for the corresponding years’ MICP programs. ● Even in the first year of a cycle, when target EPS goals will match, the threshold and maximum EPS metrics will not be the same for annual and long-term awards because the range below and above target annual EPS is narrower for MICP awards than for long-term performance awards. ● LTIP PSUs. The Compensation Committee believes that the tighter range below and above target EPS for the MICP program is appropriate primarily due to the one-year time horizon. TheEPS computation for the MICP bonus typically utilizes adjusted diluted EPS (see Appendix A for a reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement).The EPS computation for the LTIP PSU 2018–2020 performance cycle reflects the same earnings numerator as for the MICP bonus EPS computation but the denominator utilizes fixed shares outstanding at the inception of the performance cycle. The CFROI computationis defined as cash from operations plus after-tax interest expense, divided by the two-point average of debt plus equity. Including this measure helps align performance goals with the Company’s objectives by encouraging participants to give greater weight to the projected cash flow return in relation to the cost of capital when considering investments. For the 2018–2020 performance cycle, the numerator and denominator of CFROI in each year are adjusted for the cash flow and equity impacts, as applicable, pertaining to the adjustments in calculating EPS, for comparability to the originally established goals. TheTSR calculationis based on an annualized rate of return reflecting share price appreciation and dividends paid during the measurement period with starting and ending prices measured as 20-day averages to account for daily trading volatility. 37 Table of Contents 23 While we may re-evaluate the measures used in the performance unitLTIP PSU program in the future, or the weighting of those measures, we believe that EPS, CFROI, EPS, and TSR currently provide effective tools for measuring the value we create and sustain, assessing our achievement of strategic goals, and evaluating our long-term performance and potential. Performance goals for each performance cycle are recommended by management based on the Company’s historical performance, strategic direction, and anticipated future operating environment, and are generally established during the first quarter of the performance cycle How We Determine Target LTI Values Generally, the Compensation Committee seeks to establish goals such that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal based on reasonable assumptions and projections at the time of grant The Compensation Committee considers management’s recommended performance goals, the Company’s performance to date and strategic direction, and the nature of the Company’s future operating environment, and once satisfied with the degree of difficulty associated with goal achievement, approves the targets for each performance cycle The Compensation Committee may establish the target at a higher or lower level in appropriate circumstances. Threshold, target and maximum EPS and CFROI goals are established in the first year for each fiscal year, or portion thereof, for the performance period. At the end of the performance period, a weighted average payment is made based on performance achieved by the end of each fiscal year during the period relating to these goals plus an amount related to achievement of TSR goals. The allocation of the long-term incentive values among stock options, RSUs and performance units varies by named executive officer. Our most senior officers have a greater percentage of their long-term incentive awards allocated to performance unitsLTIP PSUs than do other officers and employees because our most senior officers have the greatest ability to influence the financial measures underlying the program. For Mr. Loree and our other named executive officers, this equity mix has resulted in a significant portion of the total long-term incentive value delivered in performance units.LTIP PSUs. The Compensation Committee establishes long-term incentive values considering market data and internal peer comparisons. 24   38 Table of Contents The following table shows the 20162020 and 20172019 fair value allocation of regular long-term incentive awards for our named executive officers: 2017       2016       Stock Options       RSUs       Performance Units       Stock Options       RSUs       Performance Units James M. Loree 29% 21% 50% 31% 35% 34% Donald Allan, Jr. 33% 22% 45% 32% 35% 33% Jeffery D. Ansell 33% 22% 45% 32% 35% 33% Janet M. Link 60% 40% -- -- -- -- John H. Wyatt 35% 23% 42% 32% 35% 33%   2020   2019   Stock       Performance   Stock       Performance   Options   RSUs   Units   Options   RSUs   Units James M. Loree 40%   9%   51%   25%   24%   51% Donald Allan, Jr. 34%   19%   47%   31%   25%   44% Jeffery D. Ansell 36%   20%   44%   31%   25%   44% Jaime A. Ramirez* 47%   25%   28%   35%   27%   38% Graham N. Robinson** 65%   35%   —%   NA   NA   NA The MICP PSUs granted in lieu of the cash-settled annual bonus plan, as discussed on page 34, are excluded from the above table of long-term incentive plan awards. * The value of Mr. Ramirez’ Performance Units grant in February 2020 was based on his Senior Vice President level prior to his July 1, 2020 promotion to Executive Vice President & President, Tools & Storage. The value of his Stock Option and RSU grants in December 2020 was based on his current Executive Vice President level and is consistent with the grant values for Messrs. Allan and Ansell. ** Mr. Robinson was hired in April 2020 after the LTIP PSU grant date and, accordingly, received a cash LTIP grant in lieu of PSUs which is not included in the table. Mr. Robinson’s cash LTIP grant is subject to the same performance conditions as the LTIP PSUs. In addition, the table above does not reflect Mr. Robinson’s new-hire RSU grants described below under “New Hire Awards”. Performance underUnder Long-Term Incentive Compensation Programs The goals for the 2016 – 20182019–2021 and 2017 – 20192020–2022 performance cycles exclude the estimated impact of acquisition-related charges and divestiture gains and losses. Dilutedother items described in Appendix A. EPS for these cycles will be computed based on a budgeted share count established at the grant date such that any share repurchases not reflected in that budget will not affect executive compensation. For competitive reasons,EPS goals reflect substantial expansion consistent with the Company does not disclose targetCompany’s long-term financial objectives of 10–12% EPS growth inclusive of acquisitions, or 7–9% excluding acquisitions, in each case aside from acquisition-related and other charges. CFROI goals for performance cycles that have not yet been completed.are aligned with the Company’s 12–15% long-term financial objective and reflect the challenge of integrating acquisitions and improving their working capital efficiency while simultaneously driving sales growth. The threshold and maximum performance goals for the 2016 – 20182019–2021 and 2017 – 20192020–2022 performance cycles are as follows: Diluted EPS CFROI TSR Threshold Maximum Threshold Maximum Threshold Maximum 2016 - 2018 Performance Cycle Year 1 $5.49 $6.71 Year 1 12.5% 14.5% 25th percentile 75th percentile Year 2 $5.77 $7.05 Year 2 12.5% 14.5% Year 3 $6.32 $7.72 Year 3 12.6% 14.6%                                                 Diluted EPS CFROI TSR Threshold Maximum Threshold Maximum Threshold Maximum 2017 - 2019 Performance Cycle Year 1 $6.37 $7.79 Year 1 13.5% 15.5% 25th percentile 75th percentile Year 2 $7.10 $8.68 Year 2 13.7% 15.7% Year 3 $7.90 $9.66 Year 3 13.6% 15.6%           EPS               CFROI           TSR           Threshold   Target   Maximum       Threshold   Target   Maximum   Threshold   Target   Maximum 2019–2021 Year 1   $7.70   $8.55   $9.40   Year 1   12.6%   13.6%   14.6%             Performance Year 2   $8.19   $9.10   $10.01   Year 2   13.0%   14.0%   15.0%   25th   50th   75th Cycle Year 3   $8.91   $9.90   $10.89   Year 3   13.0%   14.0%   15.0%   percentile   percentile   percentile                                                       EPS               CFROI           TSR           Threshold   Target   Maximum       Threshold   Target   Maximum   Threshold   Target   Maximum 2020–2022 Year 1   $8.01   $8.90   $9.79   Year 1   12.0%   13.0%   14.0%             Performance Year 2   $8.58   $9.53   $10.48   Year 2   12.0%   13.0%   14.0%   25th   50th   75th Cycle Year 3   $9.38   $10.42   $11.46   Year 3   12.0%   13.0%   14.0%   percentile   percentile   percentile Rigorous goals are established at the beginning of each respective three-year cycle, based on our strategic plan and annual operating plan, and are aligned with our long-term financial objectives. For each of the each2019–2021 and 2020–2022 performance cycles, 35% of the award is contingent on the achievement of EPS, 40% is contingent on the achievement of CFROI, and 25% is contingent on TSR. The 2020–2022 performance cycle EPS and CFROI goals were established in alignment with the Compensation Committee determined at2020 annual operating plan and three-year strategic plan outlook. The EPS and CFROI goals in the time2020–2022 performance cycle for the years 2020 and 2021 are lower than the goals in the 2019–2021 performance cycle in light of grant that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal.earnings pressure from tariffs, commodity inflation and currency. The individual award opportunities associated with the 2016 – 20182019–2021 performance cycle are set forth in the Company’s March 8, 2017 Proxy Statement for the 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 4, 2020 on page 23.35. The following table illustrates the individual award opportunities associated with the 2017 – 20192020–2022 performance cycle. 39 Table of Contents 2017 – 20192020–2022 Performance Cycle Potential Performance Units Earned       Threshold       Target       Maximum James M. Loree 15,667 31,334 62,668 Donald Allan, Jr. 4,129 8,258 16,516 Jeffery D. Ansell 4,129 8,258 16,516 Janet M. Link* -- -- -- John H. Wyatt 2,218 4,436 8,872   Potential LTIP PSUs to Be Earned   Target LTIP PSUs   Threshold   Target   Maximum   % of Salary   $ James M. Loree 14,211   28,422   56,844   337%   $4,400,000 Donald Allan, Jr. 3,850   7,699   15,398   150%   $1,249,500 Jeffery D. Ansell 3,388   6,775   13,550   150%   $1,099,500 Jaime A. Ramirez 1,695   3,389   6,778   100%   $550,000 Graham N. Robinson* N/A   N/A   N/A   100%   $500,000 * Ms. Link joinedMr. Robinson was hired in April 2020 after the Companygrant date and, accordingly, received a cash LTIP grant in July 2017lieu of PSUs, with a threshold of 50% of target and did not receive a performance awardmaximum of 200% of target consistent with the plan structure for the 2017-2019 performance cycle. other participants. 25   2015 – 20172018–2020 Performance Cycle The goals, actual performance results and payouts associated with the recently completed 2015 – 20172018–2020 performance cycle are illustrated in the following two tables. The results achieved for the 2015 – 20172018–2020 performance cycle resulted in a weighted average goal achievement across all measures of 166.7%63.3% of target.* The actual weighted average payout in shares as a percent of target is lower for Mr. Loree than for the other named executive officers because the percentage difference between his respective target and maximum potential payouts is smaller than the spread for the other named executive officers. EPS Goals CFROI TSR    Threshold    Target    Maximum    Achieved       Threshold    Target    Maximum    Achieved    Threshold    Target    Maximum    Achieved Y 1 $5.18 $5.75 $6.33 $5.92 Y 1 12.4% 13.4% 14.4% 12.9% 25th percentile 50th percentile 75th percentile 86th percentile Y 2 $5.61 $6.23 $6.85 $6.51 Y 2 12.6% 13.6% 14.6% 16.1% Y 3 $6.19 $6.88 $7.57 $7.45 Y 3 12.7% 13.7% 14.7% 14.8%                         Goals                       EPS     CFROI   TSR   Threshold   Target   Maximum   Achieved     Threshold   Target   Maximum   Achieved   Threshold   Target   Maximum   Achieved Y 1 $7.56   $8.40   $9.24   $7.98 Y 1   14.0%   15.0%   16.0%   12.2%   25th percentile   50th percentile   75th percentile   31.8th percentile Y 2 $8.46   $9.40   $10.34   $8.17 Y 2   14.0%   15.0%   16.0%   14.8%         Y 3 $9.18   $10.20   $11.22   $9.10 Y 3   14.0%   15.0%   16.0%   16.2%         * In determining whether the 20172020 EPS and CFROI performance goals were met for the 2015-20172018–2020 performance cycle, actual results in 2018, 2019 and 2020 were adjusted, to exclude the net $.59 EPS favorable impact from divestitures,partially offset by acquisition-related charges and a net tax charge pertaining to the recently enacted U.S. tax legislation, consistent with the terms of grant.grant, to exclude the impact of the acquisition-related charges and other items described in Appendix A. The results shown in the foregoing table reflect these adjustments. adjustments for comparability to the original goals. The $9.10 2020 EPS for the 2018–2020 Performance Cycle differs from the $9.04 EPS for the MICP bonus discussed on page 35 due to the effect of computing EPS with the fixed shares outstanding established at the 2018 inception. Actual Payout (shares) Weighted Average Payout (% of target) Potential Performance Unit         Threshold         Target         Maximum                 James M. Loree 10,321 20,642 33,028 28,630 138.7% Donald Allan, Jr. 3,186 6,371 12,742 10,620 166.7% Jeffery D. Ansell 3,186 6,371 12,742 10,620 166.7% Janet M. Link -- -- -- -- -- John H. Wyatt 1,376 2,752 5,505 4,588 166.7% MICP Payout for 2017 Performance For 2017, the named executive officer target bonus opportunities (as a percentage of base salary) were as follows: Mr. Loree 150% Mr. Allan 100% Mr. Ansell 100% Ms. Link 75% Mr. Wyatt 75% 26                       Weighted     Potential LTIP PSUs   Actual Payout   Average Payout     Threshold   Target   Maximum   (shares)   (% of target) James M. Loree     12,134       24,267       48,534       15,361          63.3 %   Donald Allan, Jr.     3,330       6,660       13,320       4,216       63.3 % Jeffery D. Ansell     3,330       6,660       13,320       4,216       63.3 % Jaime A. Ramirez     1,531       3,062       6,124       1,938       63.3 % Graham N. Robinson*     —       —       —       —       — % The corporate performance goals and results applicable to the MICP award program for the 2017 performance period are illustrated below:       Threshold       Target       Maximum       2017 Actual Result Diluted EPS* $6.55 $7.08 $7.61 $7.45 Cash Flow Multiple 85% 100% 115% 98.2% Organic Sales Growth 2.6% 3.6% 4.6% 6.9% * 2017 diluted EPS excludes the net $0.59 favorable impact from divestitures, partially offset by acquisition-related chargesMr. Robinson was hired in April 2020 and did not receive a net tax charge pertaining to the recently enacted U.S. tax legislation. 2018–2020 LTIP. New Hire Awards In connection with his hire, Mr. Robinson received (i) a one-time RSU grant with a grant date fair value of $1 million, vesting 50% per year over two years and (ii) a one-time RSU grant with a grant date fair value of $1.5 million vesting 1/3 per year over three years. The weighting applied to each of these measures, potential bonus payouts and the bonuses actually earned by each of our named executive officers for 2017 performance are set forth in the table below. The bonuses earned by Messrs. Ansell and Wyatt are based on the corporate results set forth above and the resultspurpose of the Tools & Storage business (forone-time grants was primarily to replace forfeited equity from his prior employer. Mr. Ansell) and Engineered Fastening business (for Mr. Wyatt), weightedRobinson also received regular long-term incentive awards as reflected in the table below. The specific divisional operating margin, working capital and organic sales percent goals and results are not disclosed as the disclosure of such information would result in competitive harm todescribed above. On joining the Company, and would be of limited additional use to investors. The Company generally does not disclose goals and results for specific divisions. Weighting of Measures Weighted Avg. Payout Earned on All Measures (% of target)   Corporate Group Potential Bonus Payouts   EPS   Cash Flow   Organic Sales   Operating Margin   Working Capital   Organic Sales   Threshold   Target   Maximum   Payout James M. Loree 50% 25% 25% 0% 0% 0% $900,000 $1,800,000 $3,600,000 158.4% $2,851,200 Donald Allan, Jr. 50% 25% 25% 0% 0% 0% $347,500 $695,000 $1,390,000 158.4% $1,100,880 Jeffery D. Ansell 25%  12.5% 12.5%  25% 15% 10% $347,500 $695,000 $1,390,000 179.2% $1,245,440 Janet M. Link* 50% 25% 25% 0% 0% 0% $195,000 $390,000 $780,000 158.4% $617,760 John H. Wyatt 12.5% 6.25% 6.25% 35% 15% 25% $210,000 $420,000 $840,000 159.6% $670,320 * In connection with her employment by the Company, Ms. Link was guaranteed a bonus payment for the 2017 fiscal year equal to the greater of (i) $390,000 (her MICP target payout) or (ii) her earned MICP bonus. Special Grants in 2017 On July 19, 2017, in connection with her election as Senior Vice President, General Counsel and Secretary, Ms. Link received a grant of 13,586 Restricted Stock Units that will vest in four equal annual installments on the first four anniversaries of the date of grant. Ms. Link alsoMr. Robinson received a sign-on bonus of $350,000. Ms. Link$250,000 and will be required to repay the sign-on bonus in the event shereceive an additional $150,000 by April 2021. If Mr. Robinson voluntarily terminates herhis employment or is involuntarily terminated by the Company for a violation of the Company’s rules or misconduct within two years following herof his start date. On December 7, 2017, in light ofdate, Mr. Wyatt’s performance and to address retention concerns, Mr. Wyatt received an award of 10,000 Restricted Stock Units that will vest on the fifth anniversary of the grant date. This awardRobinson will be forfeited if Mr. Wyatt leavesrequired to repay the Company prior to the vest date for any reason other than death or disability.aggregate sign-on bonuses. 27   40 Table of Contents Benefits &and Perquisites Retirement Benefits The Compensation Committee believes that offering a full complement of compensation and benefit programs commensurate to those typically extended to senior executive officers at comparable companies is crucial to the attraction and retention of high-caliberhigh caliber executive talent. To that end, the Company currently offers defined contribution retirement programs to its executive officers under two plans: the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan, which are more fully described on pages 33-34 and 41-42.page 54. Prior to 2007, when the program was closed to new participants, the Company provided supplemental retirement benefits to certain executives pursuant to The Stanley Works Supplemental Executive Retirement Program (now known as the Stanley Black & Decker, Inc. Supplemental Executive Retirement Program). Mr. Loree, who was a participant in the program prior to 2007, retains this benefit. This program is described on pages 40-41.page 53. Employment Agreements The Company is party to employment agreements with each of Mr. Loree, Mr. WyattAnsell and Ms. Link.Mr. Robinson. Detailed descriptions of these agreements are set forth under the heading“Executive Officer Agreements”on pages 42-44.55-56. Change in Control Agreements and Severance Agreements The Compensation Committee has determined that to be competitive with prevailing market practices, to enhance the stability of the executive team, and to minimize turnover costs associated with a corporate change in control, it is important to extend special severance protection for termination of employment as a result of a change in corporate control to certain key employees. Therefore, the Company has entered into change in control agreements with certain members of senior management, including the named executive officers. Severance protections for each of our named executive officers were established based on prevailing market practices when these agreements were put in place for each of our named executive officers.place. The severance benefits that would have been payable at December 30, 2017January 2, 2021 to Messrs. Loree, Allan, and Ansell, Ms. Link and Mr. Wyattnamed executive officers in the event of termination following a change in control are set forth under the heading“Termination and Change in Control Provisions”beginning on page 44. Golden57. Effective as of December 2018, golden parachute excise tax gross-ups have not been eliminated from all existing change in control agreements with executive officers and will not be included in any new change in control or severance agreement or arrangement entered into after 2010.arrangement. Perquisites and other benefitsOther Benefits The Company provides certain perquisites to its executive officers as part of its overall compensation program. These perquisites do not constitute a significant percentage of any executive’s total compensation package and are comparable to perquisites offered by the companies with whom the Company competes for talent. The perquisites provided in 2017 are:2020 were: financial planning services, life and long-term disability insurance, car allowance, home security system services, executive medical exams, personal use of corporate aircraft and up to $5,000 of Company products for executive officers (with the exception of James M. Loree, who receives up to $10,000 of Company products as a result of his director role), as more fully set forth on pages 33-34. Based onpage 47. In addition, Mr. Ramirez received a detailed reviewmonthly housing allowance aggregating to $120,000 in 2020 pertaining to his relocation as he assumed leadership of the Tools & Storage business, as well as $10,370 of other relocation benefits. Mr. Robinson received relocation benefits of $197,887 for his relocation from Texas to Connecticut. The Compensation Committee reviews perquisites completed in 2016, the Company is eliminating the car allowance perquisite as current lease arrangements expire.periodically. The provision of financial planning services, life and long-term disability insurance, and executive medical exams is consistent with general market practice and, the Compensation Committee believes, provides a benefit to the Company by encouraging the Company’s executives to maintain their health and financial well-being. The Company product programs are designed to encourage Company executives to use, and encourage others to use, Company products. The Company provides home security systems and services to executives to help ensure their safety and that of their families and to increase their familiarity with the Company’s security offerings. The Company product programs are designed to encourage Company executives to use, and encourage others to use, Company products. The Company also permits limited personal use of corporate aircraft by certain executives. The Company does not provide tax gross-ups on any perquisites. As discussed on page 43, the Company agreed to provide Mr. Wyatt with certain additional benefits in connection with his relocation from Europe to the United States. The value of these benefits is included in Column (i) of the Summary Compensation Table and the footnote thereto. 28   41 Table of Contents OTHER COMPENSATION POLICIES &AND CONSIDERATIONS Executive Officer Stock Ownership Policy In furtherance of the Company’s objective to create an ownership culture and because the Compensation Committee believes the meaningful investment in the Company by executive officers in the Company better aligns their interests with those of the Company’s shareholders, the Company maintains a Stock Ownership Policy for Executive Officers. This policy requires stock ownershipour executive officers to reach the minimum levels of stock ownership laid out in the table below within a five-year period commencing on the date of hire or promotion to a senior management position. This policy also requires that executive officers hold the net after tax shares received upon vesting of RSUs or the exercise of stock options granted on or after February 14, 2012 for a period of one year post vesting or exercise, as applicable—even if the minimum ownership requirement is otherwise satisfied. A copy of this policy is available on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com (which appears under the “Investors” heading and the “Governance Highlights” subheading). Minimum Ownership CEO 600% 6x of base salary CFO 500% 5x of base salary Other Executive Officers 300% 3x of base salary Hedging; Pledging The Board has adopted a policy prohibiting hedging transactions and disallowing pledging transactions subject to narrow exceptions as further described below. Pursuant to this policy, hedging of any type by officers, directors and employees is prohibited, including entry into any prepaid variable forward contracts, equity swaps, collars, exchange funds or other transactions involving Company securities that could be used to hedge or offset any decrease in the value of the Company’s stock. Officers, directors and employees are also prohibited from maintaining Company securities in a margin account. Any officer, director or employee who wishes to pledge shares as collateral for a loan must demonstrate that he or she has the financial capability to repay the loan without resorting to the pledged securities and obtain the prior written approval of the General Counsel. This policy is included in the Company’s Code of Business Ethics, which is available on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com (which appears under the “Investors” heading and the “Governance Highlights” subheading). Clawback of Awards in the Event of Restatement The Board has adopted a “recoupment” or “clawback” policy relating to unearned equity and cash incentive compensation of all executive officers. Pursuant to this policy, in the event the Board or an appropriate committee thereof determines that any fraud, negligence or intentional misconduct by an executive officer was a significant contributing factor to the Company having to restate any of its financial statements, the Board (or a committee thereof) will take such action as it deems necessary, in its discretion, to remedy the misconduct and prevent its recurrence. Such actions may include requiring reimbursement of bonuses or incentive compensation paid to the officer after January 1, 2007, requiring reimbursement of gains realized upon the exercise of stock options, and cancellation of restricted or deferred stock awards and outstanding stock options. In determining what actions are appropriate, the Board (or committee thereof) will take into account all relevant factors, including whether the restatement was the result of fraud, negligence or intentional misconduct. A copy of this policy is available on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com (which appears under the “Investors” heading and the “Governance Highlights” subheading). Timing of Stock Option and RSU Grants Annual grants of stock options and RSUs to executive officers are usually made at a regularly scheduled meeting of the Compensation Committee held during the fourth quarter of each year. The grant date of stock option and RSU awards is the date of the Board meeting held during the fourth quarter (typically the day after the Compensation Committee meeting) and grants to other eligible employees typically are approved on the same date. The exercise price for all stock option grants is the average of the high and low price of a share as quoted on the New York Stock Exchange Composite Tape on the date of grant. 42 Table of Contents The Compensation Committee may occasionally make off-cycle grants during the year. TheseSuch off-cycle grants are typically associated with promotions, hiring, acquisitions, or other significant business events that would likely have an adversea meaningful impact on our ability to acquire or retain management talent. The Compensation Committee has delegated authority to the Company’s Chief Executive Officer to make annual grants and occasional off-cycle grants to employees who are not executive officers of the Company. The grant date for any grants made by the Company’s Chief Executive Officer is either the date the grant authorization is signed by the Chief Executive Officer or a later date specified in the grant authorization. Tax Deductibility Under Section 162(m) Under Section 162(m) of the Internal Revenue Code (“of 1986, as amended (the “Code” and Section 162(m) of the Code, “Section 162(m)”), the Company is generally prohibited from deducting certain forms of compensation in excess of $1,000,000 paid in a year to each of the Chief Executive Officer and the other “covered employees” as defined in Section 162(m). An exception to this $1,000,000 deduction limitation was historically available with respect to compensation that qualified as “performance-based compensation” under Section 162(m), which required compliance with certain requirements set forth in Section 162(m) and the applicable regulations. As a result of new tax legislation that went into effect on December 22, 2017, this exception for performance-based compensation will not be available for taxable years beginning after December 31, 2017, unless such compensation qualifies for certain transitionarytransition relief contemplated in the new2017 tax legislation. The Company has believed that it was generally in the Company’s best interests to design compensation arrangements that were intended to satisfy the requirements for deductibility under Section 162(m). Accordingly, the Company has taken appropriate actions, to the extent feasible, that were designed and intended to preserve the deductibility of annual incentive and long-term performance awards previously granted to its executive officers who are covered by Section 162(m). However, notwithstanding this general policy, the Company also believes there may be circumstances in which the Company’s interests are best served by maintaining flexibility in the way compensation is provided, whether or not compensation is fully deductible under Section 162(m). 29 As a result of the new tax legislation, compensation paid in excess of $1 million to individuals who, following December 31, 2017, are subject to Section 162(m) is not expected to be deductible under Section 162(m) of the Code unless such compensation qualifies for transitionary relief. Therefore, certain compensation paid under our Management Incentive Compensation Plan and certain of our long-term equity awards originally designed with the intent that such amounts qualify as “performance-based compensation” may not be deductible in the future. Although While the Compensation Committee will continue to analyze the impact that Section 162(m) and the potential lackconsiders tax deductibility as one of deduction associated with amounts paidmany factors in excess of the deduction limitation may have on the Company,determining executive compensation, the Compensation Committee continuesmay award compensation that it determines to retainbe consistent with the flexibility to make decisions with respect to the Company’s compensation programs that are based on factors other than Section 162(m) and related tax consequences. This flexibility may include amending or modifying the design elementsgoals of our historicalexecutive compensation programs to the extent those design elements were principally adopted in an effort to comply with Section 162(m). Hedging; Pledging The Company’s Board has adopted a policy against hedging transactions and discouraging pledging transactions. Pursuant to the policy, hedgingprogram even if such compensation is not permitted, and any officer, director or employee who wishes to pledge shares must obtain the prior approval of the General Counsel. This policy is included in the Company’s Business Conduct Guidelines, which are available on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com.tax deductible. Forfeiture of Awards in the Event of Restatement The Board of Directors has adopted a “recoupment” policy relating to unearned incentive compensation of executive officers. Pursuant to this policy, in the event our Board or an appropriate committee thereof determines that any fraud, negligence or intentional misconduct by an executive officer was a significant contributing factor to the Company having to restate all or a portion of its financial statements, the Board (or committee thereof) will take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. Such actions may include requiring reimbursement of bonuses or incentive compensation paid to the officer after January 1, 2007, requiring reimbursement of gains realized upon the exercise of stock options, and cancellation of restricted or deferred stock awards and outstanding stock options. In determining what actions are appropriate, the Board (or committee thereof) will take into account all relevant factors, including whether the restatement was the result of fraud, negligence or intentional misconduct. A copy of this policy is available on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com. Assessment of Risk Arising from Compensation Policies and Practices The CompanyCompensation Committee reviews, on a periodic basis, the operation and structure of the Company’s compensation programs and has considered whether its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company andCompany. The Committee has concluded that the Company’s compensation practices and policies do not create such risks. This conclusion wasrisks based on the following considerations: As discussed above on page 21,32, under the MICP, each participant has an opportunity to earn a threshold, target or maximum bonus amount that is contingent on achieving established performance goals. MICP Goalsgoals generally fall into two categories: corporate goals, consisting of adjusted diluted EPS, organic sales growth, and cash flow multiple (operating cash flow less capital expenditures divided by net earnings); and gross margin rate; and divisional goals, such as divisional operating margin, working capital management and group organic sales percent. Divisional goals are established with overall corporate objectives in mind and do not conflict with corporate goals. To further minimize the risk that any employee or group of employees would pursue achievement of divisional goals in a manner that would have an adverse impact on the overall corporate goals, at least 20% of the annual bonus opportunity for all managers is based on achievement of the corporate goals. In addition to divisional goals, managers other than named executive officers may be assigned individual performance goal targets as a component of their MICP award. Any such individual achievement goals would account for a small percentage of the total bonus opportunity and, accordingly, it is unlikely that any individual would pursue achievement of an individual goal in a manner that would jeopardize performance of his or her division as a whole or the Company as a whole. 30   The Company’s long-term incentive programs are similarly are not likelyunlikely to create risks that are reasonably likely to have a material adverse effect on the Company. As discussed above on page 22,pages 32-33, there are two elements to the Company’s long-term incentive programs: (i) (i) grants of stock options and/or RSUs that vest over time (typically four years); and (ii) grants of performance units that vest based on performance over a specified performance cycle (typically three years). 43 Table of stock options and/or RSUs that vest over time (typically four years) andContents (ii) grants of performance units that vest based on performance over a specified period of time (typically three years). The RSU and stock option grants align recipients’ interests with those of the Company’s shareholders in maintaining or increasing share value, making it unlikely thatagainst the interests of award recipients willto pursue behaviors that create a material risk to the Company. Performance unit grants generally are earned based on achievement of corporate performance goals. A portion of each performance awardunit grant is contingent on achieving stated levels in diluted EPS during the performance period, a portion is based on targets relating to CFROI, and a portion is contingent on achieving TSR relative to a peer group. The Company believes that using diluted EPS and CFROI as performance measures provides appropriate incentives for management to optimize the principal financial drivers that generate shareholder return and reinforce the Company’s quest for continued growth;growth. Similarly, the Company believes that including three-year TSR as a performance measure encourages management to continuously benchmark Company performance against that of a broadly defined group of comparable companies, further supporting the Company’s quest for growth. In determining whether diluted EPS and CFROI goals have been met, the Compensation Committee retains the discretion to adjust the manner in which achieved EPS and CFROI are determined to take into account certain nonrecurring events (such as significant acquisitions or divestitures). Providing the Compensation Committee this discretion allows the Compensation Committee to ensure the results are comparable to the originally establishedintended targets. It also has the effect of eliminatingreducing any incentive to take a particular action in order to increase the bonus that would be distributed at the end of the applicable performance period. The Company has occasionally granted long-term incentive awards to employees to encourage them to reach goals different from those above, such as working capital turnsturnover and inventory turnsturnover objectives. Typically, such programs are designed to incentivize employees to improve the overall performance of the Company, or a particular business, by requiring improvement in processes and, as such, are expected to be unlikely to encourage behavior that would have a material adverse effect on the Company. Other incentive programs that may be available are common in companies in durable goods and services businesses, such as commissions on sales for sales representatives. None of these programs accounts for a significant percentage of the relevant business unit’s revenues, and no one business unit carries a significant portion of the Company’s risk profile. Based In addition, our compensation programs contain many design features that mitigate the likelihood of encouraging excessive or inappropriate risk-taking behavior. These features include robust stock ownership guidelines, a policy against hedging or pledging of Company stock and a “recoupment” or “clawback” policy in the event of a financial restatement as described on allpage 42. 44 Table of the above, the Company has concluded that its compensation policies and practices for its employees do not create risks that are reasonably likely to have a material adverse effect on the Company.Contents 31 20172020 EXECUTIVE COMPENSATION Summary Compensation Table The table below summarizes the total compensation earned by our named executive officers for each of the applicable periods for those individuals wholast three fiscal years during which they served as Chief Executive Officer or Chief Financial Officerexecutive officers. (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j) Name and Principal Position   Year   Salary ($)   Bonus ($)   Stock Award(s) ($)   Option Awards ($)   Non-Equity Incentive Plan Compensation ($)   Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)   All Other Compensation ($)   Total ($) James M. Loree,     2020       1,130,133       0       7,328,996       3,627,000       0       3,779,245       405,250       16,270,624   CEO     2019       1,250,000       0       8,605,044       2,256,750       0       6,180,244       395,511       18,687,549         2018       1,250,000       0       6,009,512       1,990,500       1,785,000       2,044,304       484,088       13,563,404                                                                             Donald Allan, Jr.,     2020       721,933       0       2,573,447       906,750       0       0       171,447       4,373,577   President and CFO     2019       732,333       0       2,379,640       752,250       0       0       152,822       4,017,045         2018       725,000       0       1,793,927       663,500       690,200       0       161,601       4,034,228                                                                             Jeffery D. Ansell,     2020       679,417       0       2,323,952       906,750       0       0       133,843       4,043,962   Executive Vice President,     2019       725,667       0       2,379,640       752,250       0       0       174,584       4,032,141   Stanley Black & Decker     2018       725,000       0       1,793,927       663,500       772,850       0       171,281       4,126,558                                                                             Jaime A. Ramirez     2020       516,667       0       1,455,413       906,750       0       46,633       206,286       3,131,749   Executive Vice President &     2019       500,000       0       1,218,384       451,350       0       46,301       179,564       2,395,599   President, Tools & Storage     2018       500,000       0       922,348       398,100       425,250       0       553,140       2,798,838                                                                             Graham N. Robinson     2020       328,205       250,000       2,872,846       689,469       177,750       0       257,151       4,575,421   Senior Vice President &     2019       —       —       —       —       —       —       —       —   President, Stanley Industrial     2018       —       —       —       —       —       —       —       —   Footnote to Column (c) of Summary Compensation Table For 2020, this column reflects a 20% reduction in the Company during the fiscal year ended December 30, 2017 (“fiscal year 2017”) and for the three most highly compensatedbase salaries of our named executive officers, ofeffective May 1, 2020 in connection with the Company serving as such atCOVID-19 pandemic. The base salaries for Messrs. Ansell and Robinson were reinstated effective October 1, 2020 and the end of fiscal year 2017 other than those two individuals (collectively the “named executive officers”).base salaries for Messrs. Loree, Allan and Ramirez were reinstated effective January 1, 2021. (a)    (b)    (c)    (d)    (e)    (f)    (g)    (h)    (i)    (j) Name and Principal Position Year Salary ($) Bonus ($) Stock Award(s) ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total James M. Loree, President and CEO 2017 1,204,167 0 5,687,086   2,313,000   2,851,200 3,826,489 329,473 16,211,415 2016 992,500 0 3,833,202   4,757,251 1,615,320 1,189,211 227,240 12,614,724 2015 835,000 0 3,279,902   1,097,000   1,092,690 0 261,732 6,566,324 Donald Allan, Jr., Executive Vice President and CFO 2017 697,500 0 1,568,835   771,000 1,100,880 0 153,265 4,291,480 2016 671,667 0 1,258,748   585,750 1,259,565 0 131,051 3,906,781 2015 647,500 0 1,164,881   438,800 843,125 0 138,274 3,232,580   Jeffery D. Ansell, Executive Vice President and President, Tools & Storage 2017 697,500 0 1,568,835   771,000 1,245,440 0 187,596 4,470,371 2016 660,833 0 1,268,085   585,750 1,304,065 0 131,148 3,949,881 2015 625,000 0 1,164,881   438,800 858,750 0 147,969 3,235,400     Janet M. Link Senior Vice President, General Counsel & Secretary 2017 238,667 740,000 2,308,830   462,600 227,760 0 26,586 4,004,443 2016 -- -- -- -- -- -- -- -- 2015 -- -- -- -- -- -- -- --     John H. Wyatt President, Stanley Engineered Fastening 2017 560,000 0 2,562,803   462,600 670,320 0 310,293 4,566,016 2016 541,667 0 4,309,564   351,450 315,181 0 331,155 5,849,017 2015 540,000 0 1,521,346   219,400 414,990 0 493,957 3,189,693 Footnote to Column (d) of Summary Compensation Table This column reflects (i) a $350,000$250,000 sign-on bonus paid to Ms. LinkMr. Robinson when shehe joined the Company in July 2017 and (ii) $390,000, representing the portion of Ms. Link’s annual bonus for the 2017 fiscal year that was guaranteed to be paid pursuant to the terms of her offer letter.April 2020. Footnote to Column (e) of Summary Compensation Table This column reflects the aggregate grant date fair value of all RSUs and performance awards (inclusive of 2019 and 2020 MICP PSUs) granted during the fiscal years ended December 30, 2017, December 31, 2016, and January 2, 2016,2021, December 28, 2019, and December 29, 2018, respectively, in accordance with Financial Accounting Standards Board (“FASB”) Codification Topic 718—Stock718-Stock Compensation. See footnote J of the Company’s report on Form 10-K for the applicable fiscal year for assumptions used in the valuation of these awards and related disclosures. In addition, Mr. Robinson received a one-time RSU grant with a grant date fair value of $1 million, vesting 50% per year over two years and a one-time RSU grant with a grant date fair value of $1.5 million vesting 1/3 per year over three years in connection with his election as Senior Vice President & President, Stanley Industrial. The valuation of performance awards shown in the table is based on the probable outcome at the grant date. The value of the performance award grants included in this column at the grant date for fiscal year 2020, assuming performance at maximum for grants made in fiscal years 2017, 2016, and 2015, respectively, is as follows: Mr. Loree, $8,000,260/$3,037,795/$3,063,017;$9,200,045 for LTIP PSUs and $3,911,998 for MICP PSUs; Mr. Allan, $2,108,449/$1,227,574/$1,237,312;$2,492,124 for LTIP PSUs and $1,665,982 for MICP PSUs; Mr. Ansell, $2,108,449/ $1,246,337/$1,237,312; Ms. Link, $0;$2,193,030 for LTIP PSUs and $1,466,087 for MICP PSUs; Mr. Wyatt, $1,132,608/$708,427/$534,563. Ramirez, $1,097,001 for LTIP PSUs and $825,037 for MICP PSUs. Mr. Robinson’s 2020 MICP bonus was paid in cash and is reported in column (g) of the Summary Compensation Table. The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers. In 2020 and 2019, as discussed on pages 34-36, the MICP bonus plan grants for each of our named executive officers, except Mr. Robinson, were made in the form of equity-settled MICP PSUs, and accordingly the target value on the grant date is included in this column (e) rather than column (g) where the actual annual cash-settled MICP bonuses were reported for fiscal year 2018 and prior years. Actual 2020 MICP PSU awards vest ratably on March 15 of 2021, 2022, and 2023. 45 Table of Contents Footnote to Column (f) of Summary Compensation Table This column reflects the aggregate grant date fair value of all stock options granted during the fiscal years ended December 30, 2017, December 31, 2016, and January 2, 2016,2021, December 28, 2019, and December 29, 2018, respectively, in accordance with FASB Codification Topic 718—Stock Compensation. See footnote J of the Company’s report on Form 10-K for the applicable fiscal year for assumptions used in the valuation of these awards and related disclosures. Footnote to Column (g) of Summary Compensation Table The dollar amounts set forth in this column reflect incentive compensation payableearned pursuant to the Company’s MICP in respect of, for Mr. Robinson, the 2017, 2016,2020 fiscal year and 2015the 2018 fiscal years, respectively. For Ms. Link,year for all of our other named executive officers. In 2020, as discussed on pages 34-36, Mr. Robinson’s MICP bonus was paid in cash and is reflected in this column (g) of the amount shown is the difference betweenSummary Compensation Table, and for all of our other named executive officers, the MICP bonus payableplan grants were made in the form of equity-settled MICP PSUs, and $390,000, as describedaccordingly the target value on the grant date is included in footnotecolumn (e) of the Summary Compensation Table. Actual awards earned based on performance in relation to column (d) above.plan metrics are set forth on page 35. Footnote to Column (h) of Summary Compensation Table For Mr. Loree’s benefit under the Stanley Black & Decker, Inc. Supplemental Executive Retirement Program, the increasechange in the present value of the benefit can be attributed to the passage of time, an increase in average pay, benefits accrued, and changes in certain assumptions. The change in the present value of Mr. Ramirez’s benefits under the plans in which he is a participant can be attributed to the passage of time and changes in certain assumptions. See the footnote to Column (d) of the Pension Benefits Table on page 4153 for the assumptions used in the calculations for fiscal year 2017.2020. Footnote to Column (i) of Summary Compensation Table This column reflects (i) Company contributions and allocations in 20172020 for Messrs. Loree, Allan, Ansell, Ramirez, and Wyatt, and for Ms. LinkRobinson under the Stanley Black & Decker Retirement Account Plan (matching and Core Account (as defined below)) and the Stanley Black & Decker Supplemental Retirement Account Plan (supplemental matching and supplemental Core); and (ii) Company costs related to life and disability insurance premiums, car allowances, financial planning services, annual physicals, products acquired through the Company’s Product Programs, installation and maintenance of home security systems, and personal use of corporate aircraft; (iii) certain transitional benefits paid to Mr. Wyatt in connectionaircraft and costs associated with his relocation to the United States is more fully described below;for Messrs. Ramirez and (iv) relocation benefits paid to Ms. Link.Robinson. Contributions and Allocations under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan The Company contributions and allocations under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan included in Column (i) of the Summary Compensation Table are set forth below. Certain contributions and allocations under these Plans for Mr. Loree will offset pension benefits as described on page 41.53. Name   Defined Contribution Plans Name ($) James M. Loree 240,405281,993 Donald Allan, Jr. 101,691126,063 Jeffery D. Ansell 103,12593,866 Janet M. LinkJaime A. Ramirez 10,74645,408 John H. WyattGraham N. Robinson 73,1800 The Stanley Black & Decker Retirement Account Plan, an Internal Revenue Code Section 401(k) retirement plan that covers certain employees of the Company and its U.S. affiliates who are subject to the income tax laws of the United States, features two accounts, a Choice Account, and a Core Account. The Choice Account offers eligible participants the opportunity for tax-deferred savings and a choice of investment options. For the 2015, 20162018 and 20172019 calendar years, and through April 30th of the 2020 calendar year, a 50% matching allocation was provided in the Stanley Black & Decker Retirement Account Plan on the first 7% of pay contributed by a participant on a pre-tax basis for the year. No matching allocations were credited to the Stanley Black & Decker Retirement Account Plan for the period from May 1, 2020, through December 31, 2020. Pay ordinarily includes salary, management incentive bonuses paid in cash, certain other taxable compensation and elective contributions by a participant to the Stanley Black & Decker Retirement Account Plan or another plan sponsored by Stanley Black & Decker (or one of its wholly-owned subsidiaries) that meets the requirements of Section 125 or 401(k) of the Code. Annual pay and the amount of elective contributions are subject to limits set forth in the tax law. Participants are permitted to direct the investment of all funds credited to their Choice Accounts. Matching allocations are vested upon the earlier of a participant’s completion of one year of service or his/her attainment of age 55 while employed by the Company or one of its wholly-owned subsidiaries. Vesting is accelerated in certain circumstances, as described below. The Core Account provides a retirement benefit for certain participants. This account is 100% funded by separate allocations that are not dependent on contributions by participants. The Core Account is subject to investment direction by a participant. Regular allocations to a Core Account for a calendar year are based on the participant’s age as of the last day of the year and pay for each calendar quarter during the year, as described above, and are subject to the limits of the tax law, with allocations for a calendar quarter contingent upon a participant having employment status on the last day of the calendar quarter, as follows: Age   Allocation Amount (% of Pay) Less than 40 2% 40 - 40–54 4% 55 and older 6% There also was a Core Transition Benefit allocation to the Core Account, during the five calendar years that begin with the 2011 year, for those individuals who were eligible for regular allocations to the Core Account during the year and, in addition, received Cornerstone allocations (the predecessor to the Core allocations) under the Stanley Account Value Plan during 2010 or who accrued benefits during 2010 under The Black & Decker Pension Plan (known, effective January 1, 2013 as the Stanley Black & Decker Pension Plan) or the Retirement Plan for Hourly-Rated Employees of Porter Cable Corporation (which was merged into the Stanley Black & Decker Pension Plan effective as of the close of business on December 31, 2012). Messrs. Allan, Ansell, and Loree were eligible for this benefit. The Core Transition Benefit allocation increased an individual’s Core Allocation by the following percentages of pay (as described above and subject to the limits applied under the tax laws): Age       2011       2012       2013       2014       2015 Less than 40 1% 1% 0.5% 0.5% 0.5% 40-54 1% 1% 0.5% 0.5% 0.5% 55 and over 3% 3% 1.5% 1.5% 1.5% Allocations to a participant’s Core Account become 100% vested upon completing three years of service, except as described below. Effective January 1, 2011, a participant becomes fully vested in the matching allocations to the Choice Account and the allocations credited to the Core Account in accordance with these same rules, except that full vesting also applies upon reaching age 55 while employed by the Company or if, while employed by the Company, the participant dies or becomes disabled. No Core Account allocations were made to the Stanley Black & Decker Retirement Account Plan for the period from April 1, 2020, through December 31, 2020. 46 Table of Contents The vested accounts are payable to a participant in a lump sum upon termination of employment and, effective January 1, 2011, if payments are made after a participant reaches age 70-1/2,70-½, the participant may elect instead to receive annual installment payments equal to the minimum required distributions under the tax law. If a participant dies, the total vested value of the participant’s accounts (including amounts that became vested upon death while employed by the Company) is payable in a lump sum to his or her beneficiary. The Stanley Black & Decker, Inc. Supplemental Executive Retirement Program is described on pages 40-41page 53 under the heading “Pension Benefits.“Pension Benefits.” The Stanley Black & Decker Supplemental Retirement Account Plan is described on pages 41-4254-55 under the heading “Non-Qualified Defined Contribution and Deferred Compensation Plans.” Company costCost of perquisitesPerquisites Name       Insurance ($)       Car ($)       Financial Planning ($)       Annual Physical ($)       Product Program ($)       Home Security System ($)       Personal Use of Aircraft ($)       Perquisite Total ($) James M. Loree 53,135 23,000 7,438 2,500 2,995 0 0 89,068 Donald Allan, Jr. 21,945 23,000 3,066 2,500 1,063 0 0 51,574 Jeffery D. Ansell 16,211 23,000 15,000 5,000 5,000 20,260 0 84,471 Janet M. Link 3,851 0 2,150 2,750 0 0 0 8,751 John H. Wyatt 33,619 23,000 0 0 0 2,198 0 58,817 Name   Life Insurance ($) (a)   Disability Insurance ($)   Financial Planning ($)   Annual Physical ($)   Product Program ($)   Home Security System ($)   Personal Use of Aircraft ($) (b)   Perquisite Total ($) James M. Loree   45,087   8,590   15,000   2,500   3,544   48,536   0   123,257 Donald Allan, Jr.   17,156   7,571   15,000   2,500   3,157   0   0   45,384 Jeffery D. Ansell   12,161   6,362   15,000   5,000   1,454   0   0   39,977 Jaime A. Ramirez   8,435   7,073   15,000   0   0   0   0   30,508 Graham N. Robinson   2,025   5,425   3,138   5,000   41   0   43,635   59,264 (a) Represents the incremental cost of life insurance premiums paid by the Company for the benefit of the named executive officers. (b) Represents the incremental cost to the Company for Mr. Robinson’s personal use of the corporate aircraft for relocation during the COVID-19 pandemic. Other Benefits Transition Benefits paid Mr. Ramirez received a monthly housing allowance aggregating to Mr. Wyatt$120,000 in 2017 in connection with2020 pertaining to his relocation as he assumed leadership of the Tools & Storage business, in addition to the United States, totaling $178,296, are as follows: housing allowance ($120,000); retirement benefit “make whole” ($44,556), and travel benefit ($13,740).$10,370 of other relocation benefits. Mr. Robinson received relocation benefits of $197,887 for his relocation from Texas to Connecticut. Relocation benefits provided to Ms. Link in 2017 in connection with her relocation to Connecticut totaled $7,090. 47 Table of Contents Grants of Plan-BasedGRANTS OF PLAN-BASED AWARDS TABLE – 2020 GRANTSAwardsTable -- 2017 Grants This table sets forthinformation concerningequityforth information concerning equity grants to the namedexecutive officersduringnamed executive officers during the fiscal year endedDecember30, 2017,ended January 2, 2021, granted under the MICP and the 2018 Omnibus Award Plan (the “2018 Plan”), as well as the range of futurepayoutsunder non-equityincentiveestimated future payouts under the Company’s non-equity incentive programs. Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards       All Other Stock Awards: Number of Shares of Stock or Units (#)       All Other Option Awards: Number of Securities Underlying Options (#)       Exercise or Base Price of Option Awards ($/Sh)       Closing Price at Date of Grant ($/Sh)       Grant Date Fair Value of Stock and Option Awards ($) Name       Grant Date       Threshold ($)       Threshold ($)       Maximum ($)       Threshold (#)       Target (#)       Maximum (#) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) James M. Loree February 15, 2017 900,000 1,800,000 3,600,000 February 15, 2017 15,667 31,334 62,668 4,000,130 December 7, 2017 9,995 1,686,956 December 7, 2017 75,000 168.78 168.36 2,313,000   Donald Allan, Jr. February 15, 2017 347,500 695,000 1,390,000 February 15, 2017 4,129 8,258 16,516 1,054,225 December 7, 2017 3,049 514,610 December 7, 2017 25,000 168.78 168.36 771,000   Jeffery D. Ansell February 15, 2017 347,500 695,000 1,390,000 February 15, 2017 4,129 8,258 16,516 1,054,225 December 7, 2017 3,049 514,610 December 7, 2017 25,000 168.78 168.36 771,000   Janet M. Link July 19, 2017 195,000 390,000 780,000 July 19, 2017 13,586 2,000,131 December 7, 2017 1,829 308,699 December 7, 2017 15,000 168.78 168.36 462,600   John H. Wyatt February 15, 2017 210,000 420,000 840,000 February 15, 2017 2,218 4,436 8,872 566,304 December 7, 2017 11,829 1,996,499 December 7, 2017 15,000 168.78 168.36 462,600             Estimated Future Payouts Under Non-Equity Incentive Plan Awards     Estimated Future Payouts Under Equity Incentive Plan Awards   All Other Stock Awards: Number of Shares of Stock or Units (#)   All Other Option Awards: Number of Securities Underlying Options (#)   Exercise or Base Price of Option Awards ($/Sh)   Closing Price at Date of Grant ($/Sh)   Grant Date Fair Value of Stock and Option Awards ($)   Name   Award Type    Grant Date    Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)                            (a)       (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)   (k)       (l)   James M. Loree   LTIP PSU   February 20, 2020               14,211   28,422   56,844                   $4,600,023       MICP PSU   March 27, 2020               10,451   20,901   41,802                   $1,955,999       RSU   December 3, 2020                           4,298               $772,974       NQSO   December 3, 2020                               75,000   $179.85   $179.02   $3,627,000                                                           Donald Allan, Jr.   LTIP PSU   February 20, 2020               3,850   7,699   15,398                   $1,246,062       MICP PSU   March 27, 2020               4,451   8,901   17,802                   $832,991       RSU   December 3, 2020                           2,749               $494,394       NQSO   December 3, 2020                               18,750   $179.85   $179.02   $906,750                                                           Jeffery D. Ansell   LTIP PSU   February 20, 2020               3,388   6,775   13,550                   $1,096,515       MICP PSU   March 27, 2020               3,917   7,833   15,666                   $733,043       RSU   December 3, 2020                           2,749               $494,394       NQSO   December 3, 2020                               18,750   $179.85   $179.02   $906,750                                                           Jaime A. Ramirez   LTIP PSU   February 20, 2020               1,695   3,389   6,778                   $548,500       MICP PSU   March 27, 2020               2,204   4,408   8,816                   $412,518       RSU   December 3, 2020                           2,749               $494,394       NQSO   December 3, 2020                               18,750   $179.85   $179.02   $906,750                                                           Graham N. Robinson   MICP   April 9, 2020   $250,000   $500,000   $1,000,000                                       RSU   April 17, 2020                           8,907               $1,000,033       RSU   April 17, 2020                           13,360               $1,499,994       LTIP   April 27, 2020   $187,500   $375,000   $825,000                                       RSU   December 3, 2020                           2,073               $372,819       NQSO   December 3, 2020                               14,257   $179.85   $179.02   $689,469   48 Table of Contents Footnote to Columns (c), (d) and (e) of Grants of Plan-Based Awards Table The amounts set forth In 2020, as discussed on pages 34-36, except for Mr. Robinson who received his MICP bonus in these columns are (i)cash, the MICP bonus plan grants were made in the form of equity-settled MICP PSUs. MICP PSUs earned in respect of the fiscal year 2020 performance period will vest ratably on March 15 of 2021, 2022 and 2023, subject to satisfaction of the applicable service conditions. The threshold, target and maximum bonuses eachMICP PSUs granted on March 27, 2020, are reflected in columns (f), (g) and (h), respectively, of the named executive officers was eligible to receive pursuant to the Company’sthis table. Mr. Robinson also received his LTIP in cash. Both his MICP covering the Company’s 2017 fiscal year. The bonuses payable, whichand LTIP threshold, target and maximum are paid during the first quarter of 2018, are set forthreflected in column (g) of the Summary Compensation Table. Pursuant to the terms of her offer letter, Ms. Link was guaranteed to receive an annual bonus payment for 2017 equal to her target bonus under the Company’s 2017 MICP program ($390,000). Because this payment was guaranteed, it is included in ColumnColumns (c), (d) of the Summary Compensation Table,, and the amount by which the earned bonus exceeded $390,000 is set forth in column (g)(e). Footnote to Columns (f), (g) and (h) of Grants of Plan-Based Awards Table The performance awards identified in columns (f), (g) and (h) consist of LTIP and MICP PSUs. The LTIP PSUs were awarded by the Board on February 15, 2017,20, 2020, and cover a performance period that commenced at the beginning of the Company’s 20172020 fiscal year and expires at the end of the Company’s 20192022 fiscal year. Each performance awardLTIP PSU represents the right to receive the number of Company shares shown in the table, subject to the attainment of performance goals at the end of the performance period and continued employment. An award recipient must generally remain employed until the time of settlement of performance awards, but pro-rated awards will vest and be paid if the performance goals are met andawards. If the participant’s employment terminates as a result of retirement,Retirement (age 55 and 10 or more years of service), death or disability.disability within the first year of the performance period, awards will be pro-rated but if the participant’s employment terminates after the first year, the award will be fully settled without pro-ration, to the extent performance goals are met. Thirty-five percent of the potential award is contingent on the achievement of earnings per share growth, 40% is contingent on the achievement of cash flow return on investment, and 25% is contingent on total shareholder return. Pursuantreturn relative to the termsLTIP peer group. The MICP PSUs were awarded by the Board on March 27, 2020, and cover a one-year performance period consisting of his employment agreement, the target grant date valueCompany’s 2020 fiscal year. MICP PSUs earned in respect of Mr. Loree’sthe performance shares was $4,000,000; Mr. Loree wouldperiod will vest ratably on March 15 of 2021, 2022 and 2023. Each MICP PSU represents the right to receive half of those shares for performance at threshold and twice the number of Company shares for performance at maximum. The numbershown in the table, subject to the attainment of performance shares that eachgoals at the end of the other named executive officers wouldperformance period and continued employment. An award recipient must generally remain employed until the time of settlement of performance awards. If the participant’s employment terminates as a result of retirement, death or disability following March 15, 2021, the participant’s earned MICP PSUs will immediately vest and be settled. If the participant’s employment terminates as a result of death or disability on or before March 15, 2021, the participant will be eligible to receive pursuant to these awards was determined by multiplying the executive’s base salary asvest in a prorated portion of January 1, 2017 by the applicable opportunity, which ranged from 50% – 75% in the case of threshold performance, 100% – 150% in the case of target performance, and 200% – 300% in the case of maximum performance, and dividing the resulting number by the averagehis or her earned MICP PSUs. For 2020, 40% of the high and low price of Company stockpotential award is contingent on the dateachievement of grant. Unlessearnings per share growth, 20% is contingent on the Compensation Committee otherwise determines, no shares will be issued in respectachievement of a performance goal unless threshold performancefree cash flow, 20% is achieved for that goalcontingent on organic sales growth and the number of shares to be issued will be pro-rated in the event performance falls between threshold and target or target and maximum performance.20% is contingent on gross margin rate, as more fully discussed on page 32. Footnote to Column (i) of Grants of Plan-Based Awards Table The restricted stock awards identified in this column are (i) a retention grant of 10,000 RSUs awarded to Mr. Wyatt on December 7, 2017 that will vest on the fifth anniversary of the date of grant (“Mr. Wyatt’s retention award”); (ii) an award of 13,586 RSUs to Ms. Link on July 19, 2017, pursuant to the terms of her offer letter, that will vest in four equal installments on the first four anniversaries of the date of grant; and (iii) RSUs awarded on December 7, 20173, 2020, that will vest in four equal installments on the first four anniversaries of the date of grant (“annual RSU awards”). Mr. Wyatt’s retention grant will be forfeited in the event Mr. Wyatt’s employment is terminated for any reason other than death or disability prior to the vesting date. An award recipient must generally remain employed until the time of vesting of annual RSU awards, but such awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability. In addition, Mr. Robinson received two RSU awards on April 17, 2020; 8,907 RSUs vesting 50% per year and 13,360 RSUs vesting 33% per year over three years in connection with his election as Senior Vice President & President, Stanley Industrial. Footnote to Column (j) of Grants of Plan-Based Awards Table The stock options identified in this column are stock options granted on December 7, 20173, 2020, that will vest in four equal installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability. Footnote to Column (k) of Grants of Plan-Based Awards Table All stock option grants were made pursuant to the Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”).2018 Plan. The 20132018 Plan, which has been approved by the Company’s shareholders, provides that the purchaseexercise price per share purchasable under an option may not be less than the Fair Market Value of a share on the date of grant. The 20132018 Plan defines the Fair“Fair Market ValueValue” of a share as the average of the high and low price of a share as quoted on the New York Stock Exchange Composite Tape on the date as of which Fair Market Value is to be determined. The grantexercise price may, therefore, be higher or lower than the closing price per share on the date of grant. The closing price per share on the date of grant is set forth in the column immediately adjacent to column (k). Footnote to Column (l) of Grants of Plan-Based Awards Table This column reflects the grant date fair value computed in accordance with FASB Codification Topic 718, Stock Compensation of the stock option grants, RSU grants and performance awards identified in this table. The valuation of performance awards is based on the probable outcome at the grant date. See footnote J of the Company’s report on Form 10-K for additional assumptions used in the valuation of these awards and related disclosures. The value of performance award grants included in this column for the 2017-2019 performance award period2020 MICP PSUs and the 2020–2022 LTIP PSUs at the grant date, assuming performance at maximum, is as follows: Mr. Loree, $8,000,260;$3,911,998 and $9,200,045, respectively; Mr. Allan, $2,108,449;$1,665,982 and $2,492,124, respectively; Mr. Ansell, $2,108,449; Ms. Link $0;$1,466,087 and $2,193,030, respectively; and Mr. Wyatt, $1,132,608.Ramirez, $825,037 and $1,097,001, respectively. Mr. Robinson received his 2020 MICP and 2020–2022 LTIP grants with cash settlement because he was hired in April 2020 after the PSU grant dates. 49 Table of Contents OutstandingEquityAwardsat Fiscal Year End Thefollowingtable The following table sets forthinformationforth information regarding outstandingstockoptions,optionawards,outstanding stock options and RSUstock awards held by the namedexecutive officersonDecember30, 2017.named executive officers on January 2, 2021.         Option Awards   Stock Awards Name (a)       Number of Shares Underlying Unexercised Options (#) Exercisable (b)       Number of Shares Underlying Unexercised Options (#) Unexercisable (c)       Equity Incentive Plan Awards: Number of Securities Unexercised Unearned Options (#) (d)       Option Exercise Price ($) (e)       Option Expiration Date (f)       Number of Shares or Units of Stock that Have Not Vested (#) (g)       Market Value of Shares or Units of Stock That Have Not Vested ($) (h)       Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#) (i)       Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) (j) James M. Loree 50,000 0 -- 64.79 12/8/2021 50,000 0 -- 70.61 12/6/2022 50,000 0 -- 79.70 12/5/2023 37,500 12,500 -- 95.18 12/5/2024 25,000 25,000 -- 109.25 12/4/2025 32,299 96,900 -- 121.63 8/1/2026 18,750 56,250 -- 118.66 12/2/2026 0 75,000 -- 168.78 12/7/2027 98,105 16,647,448 39,168 6,646,333 14,432 2,449,034   Donald Allan, Jr. 20,000 0 -- 70.61 12/6/2022 20,000 0 -- 79.70 12/5/2023 15,000 5,000 -- 95.18 12/5/2024 10,000 10,000 -- 109.25 12/4/2025 6,250 18,750 -- 118.66 12/2/2026 0 25,000 -- 168.78 12/7/2027 64,074 10,872,719 10,323 1,751,625 5,627 954,812     Option Awards   Stock Awards Name (a)     Number of Shares Underlying Unexercised Options (#) Exercisable (b)     Number of Shares Underlying Unexercised Options (#) Unexercisable (c)     Equity Incentive Plan Awards: Number of Securities Unexercised Unearned Options (#) (d)     Option Exercise Price ($) (e)     Option Expiration Date (f)     Number of Shares or Units of Stock That Have Not Vested (#) (g)     Market Value of Shares or Units of Stock That Have Not Vested ($) (h)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) James M. Loree   50,000   —   —   $79.70   12/5/2023   113,278   $20,226,907             50,000   —   —   $95.18   12/5/2024           35,528   $6,343,790     50,000   —   —   $109.25   12/4/2025           26,828   $4,790,318     129,199   —   —   $121.63   8/1/2026                     75,000   —   —   $118.66   12/2/2026                     56,250   18,750   —   $168.78   12/7/2027                     37,500   37,500   —   $130.88   12/4/2028                     18,750   56,250   —   $150.70   12/3/2029                     —   75,000   —   $179.85   12/3/2030                                                       Donald Allan, Jr.   20,000   —   —   $109.25   12/4/2025   37,407   $6,679,317             25,000   —   —   $118.66   12/2/2026           9,624   $1,718,417     18,750   6,250   —   $168.78   12/7/2027           6,235   $1,113,277     12,500   12,500   —   $130.88   12/4/2028                     6,250   18,750   —   $150.70   12/3/2029                     —   18,750   —   $179.85   12/3/2030                                                       Jeffery D. Ansell   18,750   6,250   —   $168.78   12/7/2027   35,660   $6,367,472             12,500   12,500   —   $130.88   12/4/2028           8,469   $1,512,180     6,250   18,750   —   $150.70   12/3/2029           6,235   $1,113,277     —   18,750   —   $179.85   12/3/2030                                                       Jaime A. Ramirez   15,000   —   —   $109.25   12/4/2025   25,127   $4,486,746             15,000   —   —   $118.66   12/2/2026           4,236   $756,425     11,250   3,750   —   $168.78   12/7/2027           2,867   $511,842     7,500   7,500   —   $130.88   12/4/2028                     3,750   11,250   —   $150.70   12/3/2029                         18,750   —   $179.85   12/3/2030                                                       Graham N. Robinson   —   14,257   —   $179.85   12/3/2030   24,340   $4,346,151         50         Option Awards   Stock Awards Name (a)       Number of Shares Underlying Unexercised Options (#) Exercisable (b)       Number of Shares Underlying Unexercised Options (#) Unexercisable (c)       Equity Incentive Plan Awards: Number of Securities Unexercised Unearned Options (#) (d)       Option Exercise Price ($) (e)       Option Expiration Date (f)       Number of Shares or Units of Stock that Have Not Vested (#) (g)       Market Value of Shares or Units of Stock That Have Not Vested ($) (h)       Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#) (i)       Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) (j) Jeffery D. Ansell 15,000 5,000 -- 95.18 12/5/2024 10,000 10,000 -- 109.25 12/4/2025 6,250 18,750 -- 118.66 12/2/2026 0 25,000 -- 168.78 12/7/2027 64,197 10,893,557 10,323 1,751,625 5,713 969,405 Janet M. Link 0 15,000 -- 168.78 12/7/2027 15,415 2,615,771   John H. Wyatt 2,500 0 -- 63.72 12/9/2020 5,000 0 -- 64.79 12/8/2021 10,000 0 -- 70.61 12/6/2022 10,000 0 -- 79.70 12/5/2023 7,500 2,500 -- 95.18 12/5/2024 5,000 5,000 -- 109.25 12/4/2025 3,750 11,250 -- 118.66 12/2/2026 0 15,000 -- 168.78 12/7/2027 57,809 9,809,646 5,545 940,931 3,247 551,017 Table of Contents Footnote to columns (b) and (c) All of the options identified in columns (b) and (c) expire 10 years from the date of grant; the grant date therefore can be determined by subtracting 10 years from the expiration date set forth in column (f). All of the option grants identified in column (c) vest in four equal annual installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability. Footnote to column (g) The awards identified in this column areinclude (i) time vestingtime-vesting RSUs that have not yet vested; (ii) the performance awards for the 2015 – 20172018–2020 LTIP performance program, which vested upon distributionsettlement in the first quarter of 20182021 based on achievement of performance goals as set forth in the Compensation Discussion and Analysis on page 24;40; (iii) a portion of the performance awards for the 2016 – 20182019–2021 LTIP performance program, which will vest following the end of the applicable performance period; and (iv) a portion of the performance awards for the 2017-20192020–2022 LTIP performance program, which will vest following the end of the applicable performance period.period; (v) the MICP PSUs for the 2020 MICP performance program, which will vest in three equal installments following the end of the applicable performance period; and (vi) a portion of the MICP PSUs for the 2019 MICP performance program that will vest in 2021 and 2022. For Mr. Robinson, the awards in this column include only time-vesting RSUs. The number of shares not yet vested attributable to the 2016 – 20182019–2021 and 2017 – 20192020–2022 LTIP performance programs reflect achievement of annual goals included in the programs as follows:   EPS Goals Achieved   CFROI Goals Achieved 2016-20182019–2021 Performance Award 2016:2019: between threshold and target 2019: between target and maximum 2016: maximum 2017:2020: between target and maximum 2017:2020: maximum   2017-20192020–2022 Performance Award 2017:2020: between target and maximum 2017: between target and2020: maximum The number of time vestingshares not yet vested attributable to the 2020 MICP performance program reflect actual achievement of annual goals as described on page 35. The number of time-vesting RSUs granted to each executive that had not vested as of December 30, 2017January 2, 2021, is as set forth in the table below. Unless otherwise indicated, awards vest in four equal installments on the first four anniversaries of the grant date. Grantee   Grant Date   Vesting Schedule   Number of Units not yet vested James M. Loree December 5, 2014 3,572 December 4, 2015 6,250 December 2, 2016 12,228 December 7, 2017 9,995 2,499 December 4, 2018 7,677 December 3, 2019 10,269 December 3, 2020 4,117   Donald Allan, Jr. December 5, 20147, 2017 1,429 763 December 5, 20144, 2018 2,660 December 3, 2019 2,820 December 3, 2020 2,633 Jeffery D. Ansell December 7, 2017 763 December 4, 2018 2,660 December 3, 2019 2,930 December 3, 2020 2,749 Jaime A. Ramirez December 2, 2016 5,000 December 7, 2017 458 December 4, 2018 1,596 December 3, 2019 1,758 December 3, 2020 2,749 Graham N. Robinson April 17, 2020 Vests in two equal installments on December 5, 2018April 17, 2021 and December 5, 2019April 17, 2022 30,000 8,907 December 4, 2015 2,500 December 2, 2016 4,077 December 7, 2017 3,049   Jeffery D. Ansell April 17, 2020 December 5, 2014 1,429 December 5, 2014 Vests in twothree equal installments on December 5, 2018April 17, 2021, April 17, 2022 and December 5, 2019April 17, 2023 30,000 13,360 December 4, 2015 2,500 December 2, 2016 4,077 December 7, 2017 3,049   Janet M. Link July 19, 2017 13,586 December 7, 20173, 2020 1,829 2,073 51 John H. Wyatt December 5, 2014 715 December 4, 2015 1,250 October 21, 2016 Vests in full on November 1, 2018 10,000 December 2, 2016 2,446 December 2, 2016 Vests in two equal installments on December 2, 2020 and December 2, 2021 20,000 December 7, 2017 Vests in full on December 7, 2022 10,000 December 7, 2017 1,829 Awards under the 2016 – 2018 and 2017 – 2019 performance programs will vest when awards are distributed, which is generally during the first quarter following completionTable of the performance cycle. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest on a pro-rated basis if the participant’s employment terminates as a result of retirement, death or disability.Contents Footnote to column (i) The shares identified in this column are the number of shares that may be issued pursuant to the 2016–20182019–2021 and 2017–20192020–2022 performance awards that are not included in column (g). above. Because 20172020 EPS and CFROI performance exceeded the target established for the 20172020 fiscal year for the 2017–2019 awards and met2020 CFROI performance exceeded the maximum established for the 20172020 fiscal year for the 2016–2018 awards2020–2022 award, EPS and becauseCFROI performance was assumed at maximum. Because 2020 EPS performance was above target for the 2015–20172020 fiscal year and 2020 CFROI performance exceeded the maximum established for the 2020 fiscal year for the 2019–2021 award, EPS and CFROI performance was assumed at maximum. Because the 2018–2020 TSR metexceeded the maximumthreshold TSR established for the 2016–20182019–2021 and 2017–20192020–2022 awards, these figures assume performance at maximum on all measures as notedtarget. See summary of assumed performance below:   EPS Performance Assumed   CFROI Performance Assumed   TSR Performance Assumed 2016-20182019–2021 Performance Award 2018:2021: maximum 2018:2021: maximum maximumtarget   2017-2019 Performance Award 2018: maximum 2018: maximum maximum 2020–2022 Performance Award 2019:2021: maximum 2019:2021: maximum target 2022: maximum 2022: maximum The awards for the performance periods ending at the end of fiscal years 20182021 and 20192022 vest upon distribution, which will occur during the first quarter of the fiscal year immediately following the performance period, following release of the Company’s financial statements.period. An award recipient must generally remain employed until the time of settlement of performance awards, but pro-ratedawards. In the event employment is terminated by reason of retirement, death or disability, the 2019–2021 awards will vest and be paidpro-rated; the 2020–2022 awards will be pro-rated if the performance goals are met and the participant’s employment terminates as a result of retirement, death or disability.during the first year, and will be settled without pro-ration thereafter, to the extent performance targets are met. Option Exercises and Stock Vested During 20172020 Fiscal Year The following table provides information concerning options exercised and shares vested for each named executive officer during the Company’s 20172020 fiscal year. Name       Number of Shares Acquired on Exercise (#)       Value Realized on Exercise ($)       Number of Shares Acquired on Vesting (#)       Value Realized on Vesting ($) (a) (b) (c) (d) (e) James M. Loree 100,000 8,805,314 50,103 6,941,051 Donald Allan, Jr. 20,000 1,966,521 18,739 2,600,583 Jeffery D. Ansell 35,000 2,685,598 18,739 2,600,583 Janet M. Link 0 0 0 0 John H. Wyatt 1,912 112,555 8,332 1,175,050     Option Awards   Stock Awards Name (a)   Number of Shares Acquired on Exercise (#) (b)   Value Realized on Exercise ($) (c)   Number of Shares Acquired on Vesting (#) (d)   Value Realized on Vesting ($) (e)   James M. Loree   50,000   4,768,673   54,649   8,731,241   Donald Allan, Jr.   20,000   1,446,065   15,950   2,523,896   Jeffery D. Ansell   45,000   1,968,758   15,371   2,460,909   Jaime A. Ramirez   15,000   898,677   12,413   2,088,714   Graham N. Robinson   0   0   0   0   Footnote to columns (d) and (e) Shares acquired arereflect time-vesting RSUs that vested during 2017 and performance awards2020, LTIP PSUs for the 2014 – 20162017–2019 performance period that vested upon distribution in February 2017.March 2020, and one third of the 2019 MICP PSUs that vested in 2020. The totals in columns (d) and (e) include shares withheld to cover taxes on vesting of restricted stock unitsRSUs and performance awards.PSUs. The amounts in column (e) were determined by multiplying the number of shares that vested by the average of the high and low price of a share of Company common stock on the applicable vesting dates. 52 Table of Contents Pension Benefits The following table shows the present value of accumulated benefits payable to each of the named executive officers, including years of service credited, under the Company’s non-qualified defined benefit pension plans. Name       Plan Name       Number of Years Credited Service (#)       Present Value of Accumulated Benefit ($)       Payments During Last Fiscal Year ($) (a) (b) (c) (d) (e) James M. Loree Stanley Black & Decker, Inc. Supplemental Executive Retirement Program 18.5 14,956,685 0   Donald Allan, Jr. -- -- -- --   Jeffery D. Ansell -- -- -- --   Janet M. Link -- -- -- --   John H. Wyatt -- -- -- -- Name (a)   Plan Name (b)   Number of Years Credited Service (#) (c)   Present Value of Accumulated Benefit ($) (d)   Payments During Last Fiscal Year ($) (e) James M. Loree   Stanley Black & Decker, Inc.                 Supplemental Executive Retirement Program   21.5   26,960,478   0 Donald Allan, Jr.   N/A   N/A   N/A   N/A Jeffery D. Ansell   N/A   N/A   N/A   N/A Jaime A. Ramirez   The Stanley Black & Decker Pension Plan   4.9   122,265   0     The Black & Decker Supplemental Pension Plan   4.9   139,008   0 Graham N. Robinson   N/A   N/A   N/A   N/A Footnote to Column (b) of Pension Benefits Table Stanley Black & Decker Inc. Supplemental Executive Retirement Program The Stanley Black & Decker, Inc. Supplemental Executive Retirement Program (“plan”(the “Supplemental Executive Retirement Program”) provides benefits on a non-qualified basis to certain executive officers of the Company (“eligible employees”).Company. Pursuant to amendments approved in 2007, the planSupplemental Executive Retirement Program is closed to new participants. Mr. Loree is the only named executive officer who is an eligible employeeparticipates in this plan.the Supplemental Executive Retirement Program. Under this plan,the Supplemental Executive Retirement Program, a participant will be entitled to receive a supplemental retirement benefit, before offsets, based on the following formula: 3% of average pay for each of the first five years of service; plus 2% of average pay for each of the next 15 years of service; plus 1% of average pay for each of the next five years of service.service thereafter. For this purpose, average pay is equal to one-third of the participant’s highest total pay (salary and cash-settled management incentive pay) for any consecutive 36-month period. The benefit will be reduced by the Core Account benefits payable under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan. Benefits will be reduced by 0.167% for each month (i.e., 2% per year) that benefits commence prior to the participant’s attainment of age 60. Mr. Loree has elected to receive his benefit in the form of a 100% joint and survivor annuity. Mr. Loree’s benefits are fully vested. Black & Decker Retirement Plans The Stanley Black & Decker Pension Plan (known prior to January 1, 2013, as The Black & Decker Pension Plan) is a tax-qualified defined benefit plan that covers most salaried employees of Black & Decker (U.S.) Inc. and its subsidiaries who were employed as of December 31, 2010. All benefit accruals were frozen under the Stanley Black & Decker Pension Plan, effective at the end of 2010. Mr. Ramirez, the only named executive officer who is a participant in this plan, may commence his benefits under this plan after his separation from service, but no earlier than age 55. Mr. Ramirez is also a participant in The Black & Decker Supplemental Pension Plan. All benefit accruals under The Black & Decker Supplemental Pension Plan were frozen, effective at the end of 2010. Benefits under The Black & Decker Supplemental Pension Plan may be forfeited in the event of fraud or willful misconduct or, in the event that following termination of employment, there is an unauthorized disclosure or use of confidential information. Mr. Ramirez will commence his benefits under The Black & Decker Supplemental Pension Plan at the later of separation from service or age 55, provided that benefit payments do not begin until at least six months after his separation from service. Footnote to Column (d) of Pension Benefits Table The present value of theeach accumulated benefit of the named executive officers is based on the following assumptions: (i) that Mr. Loree will receive benefits in a 100% joint and survivor annuity, based on his written election, at his age at the normal retirement age set forth in the Stanley Black & Decker, Inc. Supplemental Executive Retirement Program (age 60),2020 fiscal year-end, but delayed 5½ years (due to a six monthsix-month delay because Mr. Loree is a “specified employee” of the Company within the meaning of Code Section 409A, plus an additional five years in accordance with the applicable provisions of the Stanley Black & Decker Inc. Supplemental Executive Retirement Program and Code Section 409A, because Mr. Loree changed his form of payment election from a lump sum to an annuity in 2013); (ii) that Mr. LoreeRamirez will receive benefits in the normal form at his earliest unreduced retirement age set forth in the Stanley Black & Decker Pension Plan (age 62) and will receive benefits in a 10-year certain and continuous annuity, based on a default election, at his earliest unreduced retirement age set forth in The Black & Decker Supplemental Pension Plan (age 62), plus a six-month delay because Mr. Ramirez is a specified employee; (iii) the named executive officer will not die or withdraw funds before retirement; (iii)(iv) adjusted RP-2014Pre-2012 mortality table and MP-2020 future mortality improvement scale; and (iv)(v) a discount rate of 3.62%.2.69% for the Stanley Black & Decker Inc. Supplemental Executive Retirement Program, a discount rate of 2.37% for the Stanley Black & Decker Pension Plan and a discount rate of 2.00% for The Black & Decker Supplemental Pension Plan, as applicable. 53 Table of Contents Non-Qualified Defined Contribution and Deferred Compensation Plans The following relates totable shows the executive contributions, earnings and account balances for fiscal 2020 for each named executive officer participating in the Stanley Black & Decker Supplemental Retirement Account Plan, a non-qualified defined contribution plan as it applies to named executive officers and certain other employees and, for Mr. Allan, the Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan. Name       Executive Contributions in Last FY ($)       Registrant Contributions in Last FY ($)       Aggregate Earnings in Last FY ($)       Aggregate Withdrawals/ Distributions ($)       Aggregate Balance at Last FYE ($) (a) (b) (c) (d) (e) (f) James M. Loree 649,654 215,205 374,963 0 5,545,451 Donald Allan, Jr. Supplemental Retirement Account Plan 34,875 81,891 97,555 0 1,656,930 Deferred Compensation Plan 0 0 2,849 0 114,374 Jeffery D. Ansell 48,825 83,325 434,660 0 2,415,506 Janet M. Link 0 0 0 0 0 John H. Wyatt 27,663 47,980 22,832 0 241,913 Name (a)   Executive Contributions in Last FY ($) (b)   Registrant Contributions in Last FY ($) (c)   Aggregate Earnings in Last FY ($) (d)   Aggregate Withdrawals/ Distributions ($) (e)   Aggregate Balance at Last FYE ($) (f) James M. Loree   30,427   255,143   672,498   0   8,797,649 Donald Allan, Jr.                     Supplemental Retirement Account Plan   36,097   104,960   203,034   0   2,411,668 Deferred Compensation Plan   0   0   2,486   0   126,087 Jeffery D. Ansell   47,559   79,097   537,339   0   3,749,630 Jaime A. Ramirez   0   33,492   36,009   0   314,336 Graham N. Robinson   0   0   0   0   0 Footnote to column (a) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table The Company maintains the Stanley Black & Decker Retirement Account Plan, the Stanley Black & Decker Supplemental Retirement Account Plan, and the Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan. The Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan has been closed to new deferrals. Certain employees, including the Company’s executive officers, may now defer bonuses and other compensation pursuant to the Stanley Black & Decker Supplemental Retirement Account Plan. The compensation that may be deferred by employees and the amounts that may be credited to their accounts under the Stanley Black & Decker Retirement Account Plan are limited due to certain provisions of the Internal Revenue Code and the regulations. The Stanley Black & Decker Supplemental Retirement Account Plan provides executive officers and certain other employees with benefits that cannot be provided under the Stanley Black & Decker Retirement Account Plan. Effective January 1, 2011, an An eligible employee maycan defer up to 50% of base salary and up to 100% of the cash portion of his or her management incentive bonus each year under the Stanley Black & Decker Supplemental Retirement Account Plan. MatchingPrior to January 1, 2019, the Company ordinarily made matching contributions are made under the Stanley Black & Decker Supplemental Retirement Account Plan equal to 50% of the elective deferral contributions from up to 7% of the portion of compensation earned during the year that consists of salary and management incentive bonuses, including elective contributions made from such salary and management incentive bonuses under the Stanley Black & Decker Supplemental Retirement Account Plan or an arrangement described in Internal Revenue Code Section 125 or 401(k), that exceeds the amount of such compensation that may be recognized under the Stanley Black & Decker Retirement Account Plan. Effective January 1, 2019, the Company, at its discretion, determines whether matching contributions will be made for a particular year. If the Company decides to make matching contributions for a year, it will make contributions, in an amount determined in its discretion, that may constitute part or all of or more than the matching contributions that would have been made pursuant to the provisions of the Stanley Black & Decker Supplemental Retirement Account Plan that were in effect prior to 2019. Effective from January 1, 2011 to December 31, 2018, supplemental Core allocations arecontributions were made for certain participants in the Stanley Black & Decker Supplemental Retirement Account Plan, determined on the basis of the formulas in the Stanley Black & Decker Retirement Account Plan for Core allocations, as applied to compensation in excess of the compensation recognized under the Stanley Black & Decker Retirement Account Plan. Effective January 1, 2019, the Company, at its discretion, determines whether Core contributions will be made for a particular year. If the Company decides to make Core contributions for a year, it will make contributions, in an amount determined in its discretion, that may constitute part or all of or more than the Core contributions that would have been made pursuant to the provisions of the Stanley Black & Decker Supplemental Retirement Account Plan that were in effect prior to 2019. Effective January 1, 2011, all matching allocationscontributions credited under the Stanley Black & Decker Supplemental Retirement Account Plan, including any supplemental matching allocationscontributions that were made prior to 2011, are vested upon completion of one year of service or, if earlier, upon an active employee reaching age 55, becoming disabled, or death. Effective January 1, 2011, all Core allocationscontributions credited under the Stanley Black & Decker Supplemental Retirement Account Plan, together with prior supplemental cornerstone allocations,contributions, are vested after three years of service or, if earlier, upon a participant’s reaching age 55, becoming disabled, or death, while employed by the Company. All of the supplemental accounts that are described above are credited with notional investment earnings or losses, depending upon the investment options selected by the participants, which may be changed on a daily basis by the participants. A participant receives a lump sum distribution, or 22- or 5 year5-year annual installment payments, based on his or her distribution election of the vested supplemental account balances following termination of employment unless he or she has elected a later distribution date. Upon death, prior to commencing his or her distribution, the vested supplemental account balances are payable in a lump sum or installments, based on the participant’s distribution election, to the designated beneficiary of the participant. Mr. Loree’s vested accounts that are credited with funds attributable to his supplemental cornerstone allocations,contributions, his supplemental Core allocations,contributions, and his supplemental Core Transition Benefit allocationscontributions will be distributed at the same time and in the same form as his benefit under the Stanley Black & Decker Inc. Supplemental Executive Retirement Program. His vested accounts that are credited with funds attributable to his pre-2016 elective deferral contributions and matching allocationscontributions will be distributed in a lump sum upon his separation from service, plus 10-1/210 ½ years (on account of the change in election and being a specified employee) or, if earlier, upon his death. Mr. Loree’s vested accounts attributable to elective deferral contributions and matching allocationscontributions credited for 2016, 2017, 2018, 2019 and 20172020 will be distributed in five annual installments commencing upon his separation from service, plus six months (because he is a specified employee) or, if earlier, upon his death. 54 Table of Contents Footnote to columns (b) and (c) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table The executive contributions listed in column (b) are reported as compensation in column (c) of the Summary Compensation Table or, to the extent contributions reflect a deferral of MICP bonus payments for the 20162019 fiscal year, which were payable in 2017,2020, in column (g) of the Summary Compensation Table for the 20162019 year. The Company contributions listed in column (c) are reported as compensation in column (i) of the Summary Compensation Table. Footnote to column (d) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table Participants in the Stanley Black & Decker Supplemental Retirement Account Plan may elect to have their account balances credited with notional earnings based on the performance of certain investment options made available to the participants under the plan. Participants may elect to change their investment elections at any time by contacting the Retirement Service Center via telephone or Internet. During the plan year ended December 31, 2017,2020, the accounts of the named executive officers under the plan were credited with earnings at the following rates, based on the investment options which they elected: the Stanley Black & Decker Stock Fund 49.63%10.05%; Blackrock Short Term InvestmentStable Value Fund 1.20%2.31%; Fixed Interest Rate Fund 2.72%2.52%; Loomis Sayles Core Plus Fixed Income Fund 5.34%11.16%; SSgA US Intermediate Government/Credit Bond Index Fund 2.16%6.64%; EB DL Non SL Aggregate Bond Index Fund 3.46%7.38%; SSgA US Inflation Protected Bond Index Fund 2.95%10.83%; EB DL Non SL Stock Index Fund 21.80%18.45%; SSgA U.S. Total Market Index Fund 21.12%20.73%; SSgA US Extended Market Index Fund 17.86%31.67%; SSgA Global Equity ex US Index Fund 27.42%10.78%; Neuberger Berman Genesis Fund 15.78%25.06%; Dodge & Cox International Stock Fund 23.94%2.10%; Blackrock LifePath Index Retirement Fund 9.99%; Blackrock LifePath Index 2020 Fund 11.61%11.89%; Blackrock LifePath Index 2025 Fund 13.75%12.05%; Blackrock LifePath Index 2030 Fund 15.68%12.75%; Blackrock LifePath Index 2035 Fund 17.55%13.49%; Blackrock LifePath Index 2040 Fund 19.24%14.02%; Blackrock LifePath Index 2045 Fund 20.31%14.74%; Blackrock LifePath Index 2050 Fund 20.70%15.12%; Blackrock LifePath Index 2055 Fund 20.69%15.20%; Blackrock LifePath Index 2060 Fund 20.64%15.21%. Mr. Allan’s account under the Deferred Compensation Plan for participants in the Company’s Management Incentive Compensation Plan was credited with earnings at a rate of 2.55%2.01%, pursuant to the terms of the Plan. The Company has not included any portion of the earnings listed in column (d) as compensation in the Summary Compensation Table. Footnote to column (e) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table The amount set forth in column (e) represents the distribution of funds in the Stanley Black & Decker Supplemental Retirement Account Plan pursuant to the terms of that plan. Executive Officer Agreements Agreement with James M. Loree, President and Chief Executive Officer In connection with Mr. Loree’s appointment as President and Chief Executive Officer, effective August 1, 2016, the Company and Mr. Loree entered into a Letter Agreement,letter agreement, dated July 21, 2016, (“Letter”). Under the Letter,pursuant to which Mr. Loree will beis employed as the Company’s Chief Executive Officer on an “at will” basis, and his employment may be terminated at any time for any reason. In connection with his appointment, Mr. Loree continued to serve as President of the Company and became a member of the Board. On February 23, 2021, the Company announced that Mr. Allan assumed the role of President and Chief Financial Officer (from his role as Executive Vice President and Chief Financial Officer), while Mr. Loree will continue to serve as Chief Executive Officer. Pursuant to the Letter,letter agreement, (i) Mr. Loree’s annual base salary was increased to $1,200,000. He also$1,200,000, and (ii) Mr. Loree would receive (1) an annual cash bonus under the Company’s Management Incentive Compensation Plan (“MICP”)MICP or a successor thereto, with a target bonus opportunity (i) foras determined by the Company’s 2016 fiscal year equal to 100% of his annual base salary in effect on January 1, 2016, (ii) for the Company’s 2017 fiscal year equal to 150% of his annual base salary in effect on January 1, 2017 and (iii)Board for fiscal years after 2017 as determined by the Board;2017; (2) annual grants of equity awards in forms and amounts to be determined annually by the Board, with (i) a grant in December 2016 of stock options and restricted stock units with a grant date value (determined for financial reporting purposes) ranging from approximately $3.7 million to approximately $4.0 million, (ii) equity awards with respect to fiscal year 2017 that are expected to have a target aggregate grant date value (determined for financial reporting purposes) of approximately $8 million and (iii) at least 50% of the grant date value of such awards granted each year beginning in 2017 consisting of performance share units and the balance consisting of a mix of stock options and restricted stock unitsRSUs or other instruments, as determined by the Board in its sole discretion from time to time; (3) employee benefits and perquisites provided to other senior executives of the Company pursuant to the Company’s compensation and benefit plans and arrangements, which may be amended from time to time; (4) continued participation in the Company’s Supplemental Executive Retirement Plan, as may be amended from time to time; and (5) four weeks of paid time off per year. Pursuant to the Letter, on August 1, 2016, Mr. Loree received a one-time promotion grant of 129,199 stock options that vest in four equal annual installments on the first four anniversaries of the grant date. In the event that Mr. Loree’s employment is terminated by the Company without Cause (“Cause” being defined in the Letter to include willful and continued failure to substantially perform duties)“Cause” or by Mr. Loree for Good Reason (“Good“Good Reason” being(each, as defined in the Letter to include a material adverse alteration by the Company of the nature or status of Mr. Loree’s responsibilities and Mr. Loree’s removal from the Board)letter agreement), Mr. Loree will be eligible to receive certain severance payments and benefits, subject to his executing a release of claims in favor of the Company and complying with certain post-termination restrictive covenants (including a two-year post-termination non-competition, covenant, employee non-solicitation covenant and customer non-solicitation covenant,covenants, as well as a perpetual confidentiality covenant of indefinite duration)covenant) which will be applicable regardless of the reason for Mr. Loree’s termination of employment. Such severance payments and benefits will consist of (A)(a) a lump sum cash severance payment equal to two times the sum of (i) his base salary at termination and (ii) his target annual cash bonus for the year of termination and (B)(b) continued coverage under the Company’s medical, dental, life, vision and prescription drug plans for up to 24 months after termination of employment. Under the Letter,letter agreement, Mr. Loree will be deemed to have given notice to the Board, on the date he attains age 65 that he intends to retire from all positions with the Company and its subsidiaries on the 30th day thereafter (the “Loree Retirement Date”) and such notice shall automatically become effective on the Loree Retirement Datesuch 30th day (unless, in the case of Mr. Loree’s service on the Board, Mr. Loree and the Board mutually agree that Mr. Loree will continue to serve on the Board). See the ““Termination Provisions Summary”Summary” table on page 46,59, and the footnotes thereto, for information regarding payments that would have become payable to Mr. Loree if his employment had been terminated effective December 30, 2017.January 2, 2021. 55 Table of Contents Agreement with John H. Wyatt, President, Stanley Engineered Fastening On December 22, 2014, the Company offered John H. Wyatt, a citizen of the United Kingdom who was then on assignment with a Belgian subsidiary of the Company serving as the Company’s President, CDIY Europe, a promotion to President, Sales & Marketing, Global Tools & Storage. As a condition to receiving the promotion, Mr. Wyatt was required to relocate to Towson, Maryland. Consistent with European practice, Mr. Wyatt had entered into an employment agreement with the Company’s Belgian subsidiary; that agreement was replaced by the terms set forth in the December 22, 2014 offer of employment (the “Offer Letter”) effective December 30, 2014. Under the terms of the Offer Letter, Mr. Wyatt’s annual base salary was increased to $540,000. Mr. Wyatt also would be entitled to participate in the MICP with an annual target bonus opportunity equal to 50% of his annual base salary, and a maximum potential award equal to 100% of his annual base salary and to receive (a) annual performance awards with a target annual value equal to 50% of his annual base salary and a maximum potential annual performance award equal to 100% of his annual base salary, and (b) annual equity awards as determined by the Compensation Committee. Mr. Wyatt also received two special grants totaling 20,000 RSUs. The first of these grants was awarded on February 17, 2015 and vested on November 1, 2016. The second grant was awarded on October 21, 2016, and will vest in full on November 1, 2018. Mr. Wyatt also is eligible to participate in employee benefit plans generally available to the Company’s senior officers. Mr. Wyatt also received certain benefits tied to his relocation from Europe to the United States. These benefits included: an annual housing stipend of $120,000; a travel benefit capped at $18,000; reimbursement of incremental cost increases in tuition and boarding for Mr. Wyatt’s minor daughter’s education, until her graduation from high school; and “non-pensionable” compensation of $3,713 per month. These benefits ceased on December 31, 2017. Mr. Wyatt also received a one-time relocation allowance of $10,000 to defray incidental expenses not otherwise covered by the Company’s relocation policy, and will be reimbursed, pursuant to the Company’s relocation policy, for costs to move back to Europe upon termination of his employment other than a termination for cause by the Company or Mr. Wyatt’s voluntary resignation. Finally, the Company will pay for preparation of Mr. Wyatt’s personal income tax filings in the United States and other jurisdictions for the shorter of the lapse of equity instruments granted while in Europe or the duration of Mr. Wyatt’s employment. This benefit is offset against the financial and estate planning benefit that would otherwise be available to an officer at Mr. Wyatt’s level. On January 20, 2016, Mr. Wyatt was promoted to President of the Company’s Engineered Fastening business. In connection with the promotion, Mr. Wyatt’s target MICP bonus for the 2016 fiscal year was equal to 70% of his base salary and his maximum bonus is equal to 140% of his base salary, and his target opportunity under the Long-Term Performance Award program for performance periods beginning with the 2016 fiscal year will be 70% of his base salary with a maximum payout of 140% of base salary. Agreement with Janet M. Link,Graham N. Robinson, Senior Vice President General Counsel and Secretary& President, Stanley Industrial In connection with herhis employment by the Company, the Company and Ms. LinkMr. Robinson entered into a Letter Agreement dated June 7, 2017as of February 26, 2020 (the “Link“Robinson Offer Letter”). Under the terms of the LinkRobinson Offer Letter, Ms. Link’sMr. Robinson’s annual base salary is $520,000. Ms. Link$500,000. Mr. Robinson is entitled to participate in the MICP with an annual target bonus opportunity equal to 75% of herhis annual base salary, and a maximum potential award equal to 150% of herhis annual base salary. For 2017, Ms. Link2020, Mr. Robinson was guaranteedentitled to receive a payment equal to her targetfull bonus opportunity under the MICP. Ms. LinkMICP without proration to the extent earned in relation to performance metrics. Mr. Robinson also will receive (a)be eligible to participate in the Company’s annual performance awards beginningand long-term equity programs. Mr. Robinson received (i) RSUs with the 2018-2020 performance cycle, with a target annual value equal to 100% of her annual base salary and a maximum award equal to 200% of her annual base salary, and (b) annual time-based equity awards with a target grant date fair value of $372,819 in 2017accordance with the Company’s annual grant cycle, vesting over four-years, (ii) stock options with a grant date fair value of approximately $735,000.$689,469 in accordance with the Company’s annual grant cycle, vesting over four-years, (iii) a one-time RSU grant with a grant date fair value of $1 million, vesting 50% per year over two years and (iv) a one-time RSU grant with a grant date fair value of $1.5 million vesting 1/3 per year over three years. The amount and form of awards in subsequent years will be determined by the Compensation Committee. On joining the Company, Ms. LinkMr. Robinson received a sign-on bonus of $350,000.$400,000 to be delivered over two years, $250,000 of which was paid upon hire and $150,000 which will be paid by April 2021. If Ms. LinkMr. Robinson voluntarily terminates herhis employment or is involuntarily terminated by the Company for violation of the Company’s rules or misconduct within two years of herhis start date, Ms. LinkMr. Robinson will be required to repay the sign-on bonus. Ms. Link also received a special one-time grant of restricted stock units with a total grant date fair value of $2 million, which will vest in four equal annual installments on the first four anniversaries of the grant date. Ms. Link Mr. Robinson also is eligible to participate in employee benefit plans generally available to the Company’s seniorexecutive officers. SheHe received a one-time relocation allowance of $5,000 to defray incidental expenses not otherwise covered by the Company’s relocation policy. In the event the Company terminates Mr. Robinson’s employment involuntarily, in the absence of his violation of Company rules or misconduct, he will be entitled to one year of base salary as severance during which time life, health and welfare benefits shall continue as if Mr. Robinson were actively employed. In addition, Mr. Robinson would receive a pro-rated annual bonus payout, to the extent earned in relation to the performance metrics, based on the number of complete months of active service during the year of any such involuntary termination without cause. Mr. Robinson also entered into a change in control agreement providing certain severance payments and benefits in the event of an involuntary termination in connection with a change in control. Agreement with Jeffery D. Ansell, Executive Vice President, Stanley Black & Decker On January 23, 2020, the Company entered into a letter agreement with Jeffery D. Ansell. Under the terms of the agreement, Mr. Ansell continued in his role as Executive Vice President and President, Global Tools and Storage through June 30, 2020. On July 1, 2020, Mr. Ansell transitioned to the role of Executive Vice President, Stanley Black & Decker in order to oversee a major organic growth program until December 31, 2021 (the “Transition Period”). During the Transition Period, Mr. Ansell will continue to receive base salary at least at the rate in effect on the date of the letter agreement, be eligible for the same bonus opportunities and equity awards as other similarly situated executives of the Company, and continue to be eligible to participate in all employee benefit plans and perquisite programs, including severance programs, offered generally to other senior corporate executives. The Transition Period may be curtailed by the Company in its discretion, or at the election of Mr. Ansell in the event of a material breach by the Company of the foregoing terms. Thereafter, Mr. Ansell will be employed as strategic advisor to the Company’s Tools Business until January 2, 2024 (the “Advisory Period”). From the commencement of the Advisory Period until December 31, 2022, Mr. Ansell will receive an annual base salary equal to his annual base salary in effect immediately prior to the commencement of the Advisory Period. During the period commencing January 1, 2023 and ending on January 1, 2024, he will receive an annual salary of $600,000. During the Advisory Period, Mr. Ansell will continue to be eligible to participate in the Company’s benefit plans programs other than equity award programs except that in the event that the Company causes the Advisory Period to commence prior to January 1, 2022, Mr. Ansell will be entitled to receive (i) his target annual incentive opportunity in respect of fiscal year 2021 and (ii) he will continue to be eligible to receive equity awards and participate in Company severance programs through the period ending December 31, 2021. Pursuant to the terms of the letter agreement, the Company may not terminate Mr. Ansell’s employment during the Transition Period or Advisory Period other than for “cause” (as defined in the letter agreement). In the event that Mr. Ansell resigns for “good reason” (as defined in the letter agreement), his then outstanding equity awards will become immediately vested on his date of separation and settled subject to compliance with certain tax provisions. Mr. Ansell will be bound by certain restrictive covenants, including non-competition terms for two years following his separation from employment. 56 Table of Contents Termination and Change in Control Provisions Provisions under Company Incentive Plans The Company’s MICP, its 2001 and 2009 Long-Term Incentive Plans (the “2001 LTIP” and the “2009 LTIP,” respectively),Plan, the 2013 Long Term Incentive Plan, (collectively with the 2001 LTIP and the 2009 LTIP,2018 Omnibus Plan (collectively, the “LTIPs”) and change in control severance agreements with each of Messrs. Loree, Allan, Ansell, Ramirez and Ansell, Ms. Link and Mr. Wyatt,Robinson, and with other senior officers of the Company (“Change(the “Change in Control Agreements”) include provisions for the acceleration of payments and/or other benefits in connection with a change in control, as such term is defined in the applicable plans and agreements. Specifically, the MICP and the LTIPs generally provide for a so-called “double trigger” acceleration in connection with a change in control (as defined in the applicable plan). Accordingly, no awards would accelerate if such awards are assumed or replaced with an equivalent award by the resulting entity and the participant does not incur a qualifying termination prior to the end of the applicable performance period in the case of the MICP or within two years following a change in control in the case of awards under the LTIPs. With respect to awards that are not assumed or replaced by the resulting entity, unless otherwise determined by the Compensation Committee at the time of grant, upon the occurrence of a “Changechange in Control.”control of the Company, (i) participants under the MICP will be entitled to a pro rata portion of their award, assuming achievement of the applicable performance goal(s) at target levels and (ii) with respect to awards under the LTIPs, all options will become immediately exercisable in full and will remain outstanding for the remainder of their terms, all performance awards will become payable or distributable, assuming achievement at target, and all restrictions applicable to restricted stock and RSUs will immediately lapse. A change in control under the MICP, the LTIPs and the Change in Control Agreements is generally deemed to have occurred in any of the following circumstances: (i) subject to certain exceptions, a person is or becomes the beneficial owner of securities representing 25% or more of the combined voting power of the Company’s then outstandingthen-outstanding securities; (ii) there is a change in the composition of the Board of Directors such that less than a majority of the members were elected, nominated or appointed by at least two-thirds of the incumbent directors; (iii) consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity other than (a) a merger or consolidation where the voting securities of the Company continue to represent at least 50% of the combined voting power of the surviving entity or any parent thereof or (b) a merger or consolidation effected to implement a recapitalization of the Company in which no person is or becomes the beneficial owner of securities representing 25% or more of the combined voting power of the Company’s then-outstanding securities; or (iv) the Company’s shareholders approve a plan of complete liquidation or dissolution of the Company or there is a consummated an agreement for the sale or disposition by the Company of all or substantially all of its assets unless the shareholders of the Company own at least 50% of the acquiring entity in substantially the same proportions as their ownership of the Company immediately prior to such sale. With respect to awards granted after October 13, 2011, the LTIPs and the MICP generally provide for a so-called “double trigger” acceleration in connection with a change in control (each as defined in the applicable plan). Accordingly, no such awards would be accelerated if such awards are assumed or replaced by the resulting entity with an equivalent award and the participant does not incur a qualifying termination prior to the end of the applicable performance period in the case of the MICP or within two years following a change in control in the case of awards under the LTIPs. With respect to awards granted pursuant to the 2001 LTIP and the 2009 LTIP prior to October 13, 2011, and LTIP and MICP awards granted after October 13, 2011 that are not assumed or replaced by a resulting entity, unless otherwise determined by the Compensation Committee at the time of grant of an award, upon the occurrence of a Change in Control of the Company, (i) participants under the MICP will be entitled to a pro rata portion of their award, assuming achievement of the applicable performance goal(s) at target levels and (ii) with respect to awards under the LTIPs, all options will become immediately exercisable in full and will remain outstanding for the remainder of their terms, all performance awards will become payable or distributable, assuming achievement at target and all restrictions applicable to restricted stock and RSUs will immediately lapse. Change in Control Agreements with Named Executive Officers The Company initially entered into a Change in Control Agreement with Mr. Loree on May 9, 2003, and with Mr. Ansell on October 13, 2006. The Company entered into amended and restated Change in Control Agreements with each of the foregoing executives on December 10, 2008, in order to comply with the rules of Section 409A of the Code. The changes reflected in the 2008 amended and restated Change in Control Agreements do not generally affect the scope or amount of benefits the respective executive officer would be entitled to receive. The Company entered into the amended and restated Change in Control Agreement with Mr. Allan on February 23, 2009. The Forms of Change in Control Agreements executed with Messrs. Allan and Ansell are on file as exhibits to the Company’s Annual Report on Form 10-K for the year ended January 3, 2009. In 2012, the Company adopted a new form of Change in Control Agreement that does not include a tax gross up provision. On February 17, 2016, the Company entered into a Change in Control Agreement with Mr. Wyatt and on December 19, 2017, the Company entered in to a Change in Control Agreement with Ms. Link using the new form of agreement. The Form of Change in Control Agreement executed with Mr. Wyatt is on file as exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 29, 2012; the Change in Control Agreement executed with Ms. Link is on file as exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 30, 2017. On July 21, 2016, in connection with Mr. Loree’s promotion to CEO, the Company entered into a Second Amended and Restated Change in Control Agreement with Mr. Loree. This In December 2018, the Board approved revised Change in Control Agreements for Messrs. Allan and Ansell that went into effect on December 4, 2018. The economic terms and conditions of the new agreements are substantially similar to these executives’ prior change in control agreements, except that no excise tax gross-up provisions were included in the new Change in Control Agreements. The Company also entered into Change in Control Agreements with Messrs. Ramirez and Robinson on August 1, 2013, and September 9, 2020, respectively. None of the named executive officers are currently party to an agreement also does not includethat contains a tax gross upgross-up provision. The Change in Control Agreement executed bywith Mr. Loree, is on file as exhibit 10.2 toand the Company’s Current Report on Form 8-K dated July 21, 2016. The Change in Control agreementsAgreements with Messrs. Allan and Ansell, Ms. Link and Mr. Wyatteach provide for a two yearone-year term, subject to recurring one year extensions unless 90 days’ advance notice is given not to extend the term. The Change in Control agreement with Mr. Loree provides for a one year term, subject to recurring one yearone-year extensions unless 90 days’ advance notice is given not to extend the term. Further, if a “change in control” (as defined in the applicable Change in Control Agreements) occurs during the term, the term of each such agreement will not expire earlier than two years from the date of the Changechange in Control.control. A qualifying termination of employment will generally occur if the named executive officer’s employment is actuallyterminated without “cause” or constructively terminatedif the named executive officer resigns for “good reason” within two years following a “change in control” (each, as defined in the applicable Change in Control.Control Agreements). The agreementsChange in Control Agreements generally provide for the following upon a qualifying termination: ○ o a lump sum cash payment equal to 3 times (for Mr. Loree) and 2.5 times (for Messrs. Allan, Ansell, Ramirez and Ansell, Ms. Link and Mr. Wyatt)Robinson) annual base salary; 57 ○ Table of Contents o a cash payment equal to 3 times (for Mr. Loree) and 2.5 times (for Messrs. Allan, Ansell, Ramirez and Ansell, Ms. Link and Mr. Wyatt)Robinson) average annual bonus over the 3 years prior to termination; ○ o continuation of certain health and welfare benefits and perquisites for 3 years (for Mr. Loree) and 2.5 years (for Messrs. Allan, Ansell, Ramirez and Ansell, Ms. Link and Mr. Wyatt)Robinson) (or, if shorter, until similar benefits are provided by the executive officer’s new employer); ○ o a payment reflecting the actuarial value of an additional 3 years of service credit for retirement pension accrual purposes under any defined benefit or defined contribution plans maintained by the Company (for Mr. Loree) and 2.5 years of service credit for retirement pension accrual purposes under any defined contribution plans maintained by the Company (for Messrs. Allan, Ansell, Ramirez and Ansell, Ms. Link and Mr. Wyatt)Robinson); and ○ o outplacement services (with the cost to the Company capped at $50,000). Messrs. Allan and Ansell will also be entitled to receive additional payments to the extent necessary to compensate them for any excise taxes payable by them under the federal laws applicable to excess parachute payments. In accordance with the determination that excise tax gross ups would not be included in any change in control arrangements entered into after 2010, this provision was not included in the agreements with Ms. Link and Mr. Wyatt, which were executed in 2017 and 2016 respectively, or in the amended and restated agreement with Mr. Loree, which was executed in 2016. Set forth on pages 46-5159-64 are tables setting forth the dollar amounts that would have been payable at December 30, 2017January 2, 2021, the end of the Company’s fiscal year, under the various termination scenarios applicable for each named executive officer. The figures set forth in the tables assume a stock price of $169.69,$178.56, the closing price of Company common stock on December 29, 2017,31, 2020, which was the last trading day of the Company’s 20172020 fiscal year, infor the purpose of calculating all amounts payable in respect of equity awards. The Company’s 2017 fiscal year ended December 30, 2017. 58 Table of Contents TERMINATION PROVISIONS SUMMARY James M. Loree       Voluntary Resignation       Involuntary For Cause       Involuntary w/out Cause or Voluntary for Good Reason (no CIC)       Involuntary w/out Cause upon CIC       Disability       Death (Pre-retirement)       Retirement Severance 0 0 6,250,000 9,309,210 0 0 0 Pro rata bonus for year of termination 2,851,200 0 2,851,200 1,875,000 2,851,200 2,851,200 2,851,200 SERP/Retirement Plan 219,828 219,828 219,828 3,263,548 219,828 5,569,637 219,828 Supplemental Retirement Account contributions 0 0 0 803,554 0 0 0 Executive benefits & perquisites 0 0 0 129,000 0 0 0 Post-termination life insurance 168,441 168,441 171,729 173,373 168,441 0 168,441 Post-termination health & welfare 0 0 32,459 48,688 0 0 0 Outplacement 0 0 0 50,000 0 0 0 280G tax gross-up 0 0 0 0 0 0 0 Vesting of stock options 10,038,650 0 10,038,650 10,038,650 10,038,650 10,038,650 10,038,650 Vesting of restricted stock units 5,437,631 0 5,437,631 5,437,631 5,437,631 5,437,631 5,437,631 Vesting of performance shares 12,291,805 0 12,291,805 12,646,317 12,291,805  12,291,805 12,291,805 Total 31,007,555 388,269 37,293,302 43,774,971 31,007,555 36,188,923 31,007,555     Voluntary Resignation   Involuntary for Cause   Involuntary w/out Cause or Voluntary for Good Reason (no CIC)   Involuntary w/out Cause upon CIC   Disability   Death (Pre-retirement)   Retirement Severance   $0   $0   $6,520,000   $9,267,000   $0   $0   $0 Pro rata bonus for year of termination   $0   $0   $0   $0   $0   $0   $0 SERP/Retirement Plan   $0   $0   $0   $0   $0   $7,537,300   $0 Supplemental Retirement Account contributions   $0   $0   $0   $322,088   $0   $0   $0 Executive benefits & perquisites   $0   $0   $0   $90,000   $0   $0   $0 Post-termination life insurance   $116,501   $116,501   $119,957   $121,685   $116,501   $0   $116,501 Post-termination health & welfare   $0   $0   $33,018   $49,527   $0   $0   $0 Outplacement   $0   $0   $0   $50,000   $0   $0   $0 Vesting of stock options   $3,538,969   $0   $3,538,969   $3,538,969   $3,538,969   $3,538,969   $3,538,969 Vesting of restricted stock units   $6,381,779   $0   $6,381,779   $6,381,779   $6,381,779   $6,381,779   $6,381,779 Vesting of performance shares   $16,157,765   $0   $19,889,848   $19,527,322   $20,949,780   $20,949,780   $16,157,765 Total   $26,195,014   $116,501   $36,483,571   $39,348,370   $30,987,029   $38,407,828   $26,195,014  59 Table of Contents TERMINATION PROVISIONS SUMMARY Donald Allan, Jr.       Voluntary Resignation       Involuntary For Cause       Involuntary w/out Cause or Voluntary for Good Reason (no CIC)       Involuntary w/out Cause upon CIC       Disability       Death (Pre-retirement)       Retirement Severance 0 0 725,000 4,482,142 0 0 0 Pro rata bonus for year of termination 0 0 1,100,880 725,000 1,100,880 1,100,880 0 SERP/Retirement Plan 0 0 0 0 0 0 0 Supplemental Retirement Account contributions 0 0 0 425,662 0 0 0 Executive benefits & perquisites 0 0 0 107,500 0 0 0 Post-termination life insurance 0 0 16,402 41,005 0 0 0 Post-termination health & welfare 0 0 13,077 45,619 0 0 0 Outplacement 0 0 0 50,000 0 0 0 280G tax gross-up 0 0 0 0 0 0 0 Vesting of stock options 0 0 0 1,956,562 1,956,562 1,956,562 0 Vesting of restricted stock units 0 0 0 6,966,411 6,966,411 6,966,411 0 Vesting of performance shares 0 0 0 3,675,994 4,222,372 4,222,372 0 Total 0 0 1,855,359 18,475,895 14,246,225 14,246,225 0     Voluntary Resignation   Involuntary for Cause   Involuntary w/out Cause or Voluntary for Good Reason (no CIC)   Involuntary w/out Cause upon CIC   Disability   Death (Pre-retirement)   Retirement Severance   $0   $0   $833,000   $3,808,000   $0   $0   $0 Pro rata bonus for year of termination   $0   $0   $0   $0   $0   $0   $0 SERP/Retirement Plan   $0   $0   $0   $0   $0   $0   $0 Supplemental Retirement Account contributions   $0   $0   $0   $171,459   $0   $0   $0 Executive benefits & perquisites   $0   $0   $0   $62,500   $0   $0   $0 Post-termination life insurance   $142,541   $142,541   $144,269   $146,861   $142,541   $0   $142,541 Post-termination health & welfare   $0   $0   $13,488   $33,720   $0   $0   $0 Outplacement   $0   $0   $0   $50,000   $0   $0   $0 Vesting of stock options   $1,179,656   $0   $1,179,656   $1,179,656   $1,179,656   $1,179,656   $1,179,656 Vesting of restricted stock units   $2,356,680   $0   $2,356,680   $2,356,680   $2,356,680   $2,356,680   $2,356,680 Vesting of performance shares   $4,095,837   $0   $4,095,837   $5,637,675   $6,136,600   $6,136,600   $4,095,837 Total   $7,774,714   $142,541   $8,622,930   $13,446,551   $9,815,477   $9,672,936   $7,774,714  60 Table of Contents TERMINATION PROVISIONS SUMMARY Jeffery D. Ansell       Voluntary Resignation       Involuntary For Cause       Involuntary w/out Cause or Voluntary for Good Reason (no CIC)       Involuntary w/out Cause upon CIC       Disability       Death (Pre-retirement)       Retirement Severance 0 0 725,000 4,652,713 0 0 0 Pro rata bonus for year of termination 0 0 1,245,440 725,000 1,245,440 1,245,440 0 SERP/Retirement Plan 0 0 0 0 0 0 0 Supplemental Retirement Account contributions 0 0 0 375,293 0 0 0 Executive benefits & perquisites 0 0 0 107,500 0 0 0 Post-termination life insurance 0 0 12,905 32,263 0 0 0 Post-termination health & welfare 0 0 16,459 51,051 0 0 0 Outplacement 0 0 0 50,000 0 0 0 280G tax gross-up 0 0 0 0 0 0 0 Vesting of stock options 0 0 0 1,956,562 1,956,562 1,956,562 0 Vesting of restricted stock units 0 0 0 6,966,411 6,966,411 6,966,411 0 Vesting of performance shares 0 0 0 3,694,151 4,246,237 4,246,237 0 Total 0 0 1,999,804 18,610,944 14,414,650 14,414,650 0     Voluntary Resignation   Involuntary for Cause   Involuntary w/out Cause or Voluntary for Good Reason (no CIC)   Involuntary w/out Cause upon CIC   Disability   Death (Pre-retirement)   Retirement Severance   $0   $0   $763,000   $3,839,625   $0   $0   $0 Pro rata bonus for year of termination   $0   $0   $0   $0   $0   $0   $0 SERP/Retirement Plan   $0   $0   $0   $0   $0   $0   $0 Supplemental Retirement Account contributions   $0   $0   $0   $134,185   $0   $0   $0 Executive benefits & perquisites   $0   $0   $0   $62,500   $0   $0   $0 Post-termination life insurance   $0   $0   $1,728   $4,320   $0   $0   $0 Post-termination health & welfare   $0   $0   $17,073   $42,683   $0   $0   $0 Outplacement   $0   $0   $0   $50,000   $0   $0   $0 Vesting of stock options   $0   $0   $0   $1,179,656   $1,179,656   $1,179,656   $0 Vesting of restricted stock units   $0   $0   $0   $2,315,968   $2,315,968   $2,315,968   $0 Vesting of performance shares   $0   $0   $0   $5,281,983   $6,069,179   $6,069,179   $0 Total   $0   $0   $781,801   $12,910,920   $9,564,803   $9,564,803   $0  61 Table of Contents TERMINATION PROVISIONS SUMMARY Janet M. Link       Voluntary Resignation       Involuntary For Cause       Involuntary w/out Cause or Voluntary for Good Reason (no CIC)       Involuntary w/out Cause upon CIC       Disability       Death (Pre-retirement)       Retirement Severance 0 0 520,000 2,844,400 0 0 0 Pro rata bonus for year of termination 0 0 617,760 390,000 617,760 617,760 0 SERP/Retirement Plan 0 0 0 0 0 0 0 Supplemental Retirement Account contributions 0 0 0 44,750 0 0 0 Executive benefits & perquisites 0 0 0 107,500 0 0 0 Post-termination life insurance 0 0 13,217 33,043 0 0 0 Post-termination health & welfare 0 0 5,063 12,657 0 0 0 Outplacement 0 0 0 50,000 0 0 0 280G tax gross-up 0 0 0 0 0 0 0 Vesting of stock options 0 0 0 13,650 13,650 13,650 0 Vesting of restricted stock units 0 0 0 2,615,771 2,615,771 2,615,771 0 Vesting of performance shares 0 0 0 0 0 0 0 Total 0 0 1,156,040 6,111,771 3,247,181 3,247,181 0 Jaime A. Ramirez     Voluntary Resignation   Involuntary for Cause   Involuntary w/out Cause or Voluntary for Good Reason (no CIC)   Involuntary w/out Cause upon CIC   Disability   Death (Pre-retirement)   Retirement Severance   $0   $0   $650,000   $2,688,125   $0   $0   $0 Pro rata bonus for year of termination   $0   $0   $0   $0   $0   $0   $0 SERP/Retirement Plan   $0   $0   $0   $0   $0   $0   $0 Supplemental Retirement Account contributions   $0   $0   $0   $110,925   $0   $0   $0 Executive benefits & perquisites   $0   $0   $0   $62,500   $0   $0   $0 Post-termination life insurance   $0   $0   $9,731   $24,328   $0   $0   $0 Post-termination health & welfare   $0   $0   $16,580   $41,449   $0   $0   $0 Outplacement   $0   $0   $0   $50,000   $0   $0   $0 Vesting of stock options   $0   $0   $0   $707,794   $707,794   $707,794   $0 Vesting of restricted stock units   $0   $0   $0   $2,419,265   $2,419,265   $2,419,265   $0 Vesting of performance shares   $0   $0   $0   $2,621,439   $3,173,567   $3,173,567   $0 Total   $0   $0   $676,311   $8,725,825   $6,300,626   $6,300,626   $0  62 Table of Contents TERMINATION PROVISIONS SUMMARY John H. Wyatt       Voluntary Resignation       Involuntary For Cause       Involuntary w/out Cause or Voluntary for Good Reason (no CIC)       Involuntary w/out Cause upon CIC       Disability       Death (Pre-retirement)       Retirement Severance 0 0 625,000 2,729,576 0 0 0 Pro rata bonus for year of termination 670,320 0 670,320 468,750 670,320 670,320 670,320 SERP/Retirement Plan 0 0 0 0 0 0 0 Supplemental Retirement Account contributions 0 0 0 207,855 0 0 0 Executive benefits & perquisites 0 0 0 107,500 0 0 0 Post-termination life insurance 133,736 133,736 135,117 137,188 133,736 0 133,736 Post-termination health & welfare 0 0 27,500 85,977 0 0 0 Outplacement 0 0 0 50,000 0 0 0 Relocation 0 0 178,200 178,200 178,200 178,200 178,200 280G tax gross-up 0 0 0 0 0 0 0 Vesting of stock options 1,076,238 0 1,076,238 1,076,238 1,076,238 1,076,238 1,076,238 Vesting of restricted stock units 7,846,296 0 7,846,296 7,846,296 7,846,296 7,846,296 7,846,296 Vesting of performance shares 2,141,016 0 2,141,016 1,908,503 2,141,016 2,141,016 2,141,016 Total 11,867,606 133,736 12,699,687 14,796,083 12,045,806 11,912,070 12,045,806 Graham N. Robinson     Voluntary Resignation   Involuntary for Cause   Involuntary w/out Cause or Voluntary for Good Reason (no CIC)   Involuntary w/out Cause upon CIC   Disability   Death (Pre-retirement)   Retirement Severance   $0   $0   $500,000   $1,694,375   $0   $0   $0 Pro rata bonus for year of termination   $0   $0   $177,750   $375,000   $177,750   $177,750   $0 SERP/Retirement Plan   $0   $0   $0   $0   $0   $0   $0 Supplemental Retirement Account contributions   $0   $0   $0   $63,175   $0   $0   $0 Executive benefits & perquisites   $0   $0   $0   $62,500   $0   $0   $0 Post-termination life insurance   $0   $0   $2,716   $6,791   $0   $0   $0 Post-termination health & welfare   $0   $0   $12,000   $29,999   $0   $0   $0 Outplacement   $0   $0   $0   $50,000   $0   $0   $0 Vesting of stock options   $0   $0   $0   $0   $0   $0   $0 Vesting of restricted stock units   $0   $0   $0   $4,346,150   $4,346,150   $4,346,150   $0 Vesting of performance shares   $0   $0   $0   $500,000   $577,154   $577,154   $0 Total   $0   $0   $692,466   $7,127,990   $5,101,054   $5,101,054   $0 Footnotes to Termination ProvisionProvisions Summary Tables The Company’s 2017 2020 MICP which applied to the awards that were outstanding at fiscal year-end, provides that, if awards are assumed or replaced on a Changereflected in Controlthe Vesting of Performance Shares row and a qualifying termination occurs, payments will be made on a pro rata basis assuming performance at target. For purposes of these tables, the Company has assumed that this scenario applies.treated as follows in accordance with plan terms and documentation: ● Awards assumed to be forfeited and cancelled in the event of the following termination scenarios: Voluntary Resignation, Involuntary For Cause, Involuntary Without Cause (no Change-in-Control) and Retirement, except for Mr. Loree who would earn a target award in the event of Involuntary Without Cause (no Change-in-Control) pursuant to his employment agreement ● Awards assumed to be earned based on actual achievement during the performance period in the event of Disability or Death ● Awards assumed to be earned based on target achievement during the performance period in the event of the following termination scenario: Involuntary Without Cause upon a Change-in-Control For the amount of benefits payable under the SERP/Retirement Plan to Mr. Loree at age 60, see column (d) of the “Pension Benefits Table” on page 40.53. The amount reported in the “Termination ProvisionProvisions Summary Table” for Mr. Loree represents the incremental value that would have been payable in the event of a termination at year endyear-end pursuant to the terms of the SERP/Retirement Plan and the Change in Control Severance Agreements in each scenario. Benefits that Mr. Loree would be entitled to receive if his employment was terminated by the Company without cause or if he was to terminate his employment as a result of a constructive termination of employment are described on pages 42-43page 55 under the heading “Executive“Executive Officer Agreements.Agreements.” In the event the Company terminates Mr. Robinson’s employment involuntarily, in the absence of his violation of Company rules or misconduct, he will be entitled to one year of base salary as severance during which time, life, health and welfare benefits shall continue as if Mr. Robinson were actively employed. In addition, Mr. Robinson would receive a pro-rated annual bonus payout, to the extent earned in relation to the performance metrics, based on the number of complete months of active service during the year of any such involuntary termination without cause. Estimated severance included in the termination tables for Mr.Messrs. Allan, Mr. Ansell, and Ms. LinkRamirez under the heading “Involuntary w/o causeCause or voluntaryVoluntary for good reasonGood Reason (no CIC)” reflect the Company’s past practice. If any of these individuals were involuntaryinvoluntarily terminated, the terms of separation would be negotiated at that time and approved by the Compensation & Talent Development Committee. The standard terms of the Company’s stock option and restricted unitRSU awards provide that those awards will become fully vested upon retirement, as defined in the terms of grant. Retirement for these purposes is defined as achievement of age 55 and 10 years of service with the Company or any affiliate. Under the terms of the Change in Control Severance Agreements between the Company and Messrs. Loree, Allan, Ansell, Ramirez and Ansell, Ms. Link and Mr. WyattRobinson in effect at fiscal year-end, these executives would be entitled to life, health and accident insurance coverage for a period of 3 years (for Mr. Loree) or 2.5 years (for Messrs. Allan, Ansell, Ramirez and Ansell, Ms. Link and Mr. Wyatt)Robinson) upon a termination without cause or for good reason following a Changechange in Control.control. The estimated value of these benefits includes the product of the annual premiums for fully-insured plans and the equivalent costs for self-insured plans paid by the Company for life, health and accident insurance coverage for these executives during 20172020 multiplied by the appropriate period of time. The totals set forth in the termination tables for Mr. Loree, Mr. Wyatt and Ms. Link do not take into account any potential reductions as a result  63 Table of a cut back under the so-called “golden parachute” excise tax provision contained in their Change in Control Severance Agreements.Contents Executive Benefits and Perquisites include the current maximum annual allowance for each executive for financial planning services, the cost incurred by the Company for use of the car the executive is currently using, subject to the limits established by the Company as to the amount it will pay in any year,company products and an estimate of $5,000 per year as the cost of annual physicals. The relocation benefit for Mr. Wyatt reflects the Company’s best estimate of costs to relocate Mr. Wyatt and his family to the U.K. in certain termination scenarios, as provided in his Employment Agreement. The value attributable to the vesting of performance shares has been determined assuming performance at target for terminations following a change in control, consistent with the award terms. For termination upon retirement (age 55 with 10 or more years of service), death or disability, the award provisions specify that distributions would be made pro rata, at the time awards are otherwise distributedin full (not pro-rated) based on the Company’s actual performance forduring the performance period. The value includedperiod in respect of the calculations for performance awards for the 2015 – 20172019–2021 performance period equalsand the amount distributed pursuant to these awards in March 2018.2020–2022 performance period. The value included for awards for the 2016 – 20182019–2021 and 2017 – 20192020–2022 performance periods reflect the following: Performance in 2016 was between the target and maximum EPS goals and at the maximum CFROI goal established for 2016 under the 2016 – 2018 performance program. Performance in 2017 was at the maximum EPS and CFROI goals established for 2017 under the 2016-2018 performance program and was between the target and maximum EPS and CFROI goals established for 2017 under the 2017-2019 performance program. The calculations with respect to pro rated distributions upon retirement, death or disability for the 2016 – 2018 and 2017 – 2019 performance periods ● 2019–2021 Performance Program: Performance in 2019 was between the threshold and target EPS goals and between the target and maximum CFROI goal established for 2019, while performance in 2020 was between the target and maximum EPS goals and above the maximum CFROI goal established for 2020. Performance was estimated at the target EPS and CFROI goals for 2021. ● 2020–2022 Performance Program: Performance was between the target and maximum EPS goals and above the maximum CFROI goal established for 2020 and was estimated at target for 2021 and 2022. ● The calculations with respect to pro-rated distributions upon retirement, death or disability for the 2019–2021 performance period include the amounts that would have been distributed based on achievement of these goals when distributions are made for these programs had retirement, death or disability occurred on January 2, 2021, as well as a pro-rata portion based on performance at target for the TSR component of the 2019–2021 program. The calculations for the 2018–2020 performance period reflect the actual results for 2020; the amounts at target for years 2021 and 2022; and performance at target for the TSR component.  64 Table of these goals when distributions are made for these programs had retirement, death or disability occurred on December 30, 2017, as well as a pro-rata portion based on performance at target for the TSR component of the 2016 – 2018 and 2017 – 2019 programs.Contents CEO PAY RATIO Our Company seeks to establish fair and competitive employee compensation programs in each local market within our global operations in order to effectively attract, retain and motivate our talented workforce. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and in accordance with SEC regulations, we are providing the following information to explain the relationship between the annual total compensation of our estimated median employee and the annual total compensation of our CEO. Identification of Median Employee We selected October 1, 20172020 as our determination date and used this date to identify the population of employees to be included in our calculations. On October 1, 2017,2020, the Company and its consolidated subsidiaries employed approximately 52,62553,310 individuals, 70%68% of whom were located outside of the U.S. Under the pay ratio rules, we are permitted to exclude up to 5% of our total employee population, and accordingly we excluded employees from fivefour countries totaling 2,4442,645 employees (approximately 4.6%5.0% of our total workforce of 52,625)53,310). Employees in the following countries were excluded: Hong Kong (30Israel (719 employees), Malaysia (228 employees), Philippines (646(225 employees), Taiwan (1,008(1,197 employees) and Thailand (532(504 employees). As a result, we included 50,18150,665 employees in our calculations in order to identify the median employee. We selected annualized base pay as of our October 1, 20172020, determination date as the most appropriate measure of compensation for identifying our median employee and applied this measure consistently across our employee population. For our salaried population, we used annualized salary; for our hourly population, we used the hourly rate of pay multiplied by the number of hours worked exclusive of overtime, bonuses or other earnings, translated to U.S. dollars. Annual Total Compensation of Median Employee We then calculated the median employee’s annual total compensation for 2020 in accordance with the requirements of Item 402(c)(2) of Regulation S-K (the rules used to calculate the compensation included in the Summary Compensation Table) (the “SCT Compensation”). InConsistent with our previous CEO Pay Ratio calculations, in order to more accurately represent our overall compensation programs, we added the estimated value of health and welfare benefits provided to the median employee during 2017.2020. Based on this, our median employee’s total annual compensation, inclusive of benefits, was an estimated $45,449.$58,362. Annual Total Compensation of CEO With respect to the annual total compensation of our CEO, we used the SCT Compensation as reported in the “total” column of our 20172020 Summary Compensation Table, and then added the $25,521$19,270 estimated value of health and welfare benefits provided to the CEO during 2017 in order2020 to maintain consistency between the annual total compensation of our CEO and our median employee. Using this calculation, theour CEO’s annual total compensation was $16,236,936.$16,289,894. Pay Ratio Based on our CEO’s annual total compensation compared to the compensation for the estimated median employee, our estimated pay ratio as calculated pursuant to theapplicable SEC regulations is 357:279:1. As an additional point of reference, if this calculation took into account only our U.S. employee population, theThe Company’s estimated pay ratio would be 186:1.decreased from 432:1 in 2019 to 279:1 in 2020, which is primarily attributable to higher compensation for the median employee in 2020 and to a lesser extent lower CEO compensation in 2020. Our estimated pay ratio is influenced by a number of factors, including the geographic distribution of our employees, the mix of hourly vs.versus salaried employees included in our employee population, and compensation trends within our specific industry. As a result of these and other variables, we do not believe comparisons to the pay ratios of other companies, including our competitors, are likely to be meaningful. ITEM 2—APPROVAL OF 2018 OMNIBUS AWARD PLAN 2018 Plan The Company is seeking shareholder approval of The Stanley Black & Decker 2018 Omnibus Award Plan (the “2018 Plan”). On January 22, 2018, the Board adopted the 2018 Plan and authorized the issuance of 16,750,000 shares of the Company’s common stock in connection with awards pursuant to the 2018 Plan. The Board adopted the 2018 Plan to further the Company’s goal of attracting, incentivizing and retaining top talent and continuing to offer our key personnel compensation opportunities that are market-competitive. If the 2018 Plan is approved by shareholders, no further awards will be issued under the Company’s 2013 Long-Term Incentive Plan (as amended, the “2013 LTIP”) following the date of such approval. The 2018 Plan is designed to comply with the requirements of applicable federal and state securities laws, and the Internal Revenue Code of 1986, as amended (the “Code”). Historically, the Company has structured its incentive compensation plans (including the 2013 LTIP and the Management Incentive Compensation Plan) with the intent that certain awards made thereunder qualify as “performance-based compensation” in an effort to exempt such compensation from the deduction limitation under Section 162(m) of the Code (“Section 162(m)”). Section 162(m) generally imposes a $1 million deduction limitation on the amount of compensation paid to certain of a company’s executive officers in a given tax year. An exception to this deduction limitation was available with respect to compensation that qualified as “performance-based compensation” under Section 162(m), which required compliance with certain requirements set forth in Section 162(m) and the applicable regulations. As a result of new tax legislation that went into effect on December 22, 2017, this exception for performance-based compensation will not be available for taxable years beginning after December 31, 2017, unless such compensation qualifies for certain transitionary relief contemplated in the new tax legislation. Therefore, compensation paid under the 2018 Plan (if approved) that exceeds the deduction limitation is not expected to be deductible by the Company. The Board believes that equity-based compensation plans such as the 2018 Plan serve other, equally important purposes that are separate and distinct from purposes related to tax structuring, such as (i) allowing the Company to use a vehicle other than cash to compensate its employees and (ii) benefitting the interests of our shareholders by effectively linking employee compensation to the performance of our Company’s stock price. Further, although the Compensation Committee now has greater flexibility in how it designs and administers its executive compensation programs, the Board and the Compensation Committee intend to continue a long-term compensation program that pays compensation based on the achievement of certain performance criteria. By implementing a long-term incentive plan such as the 2018 Plan, the Compensation Committee will be able to design and implement executive compensation programs that retain our key employees, compensate those employees based on the performance of the Company and other individual performance factors, and enhance shareholder alignment. Director Participation and Compensation Limitation If the 2018 Plan is approved, non-employee directors will be eligible to participate in the 2018 Plan, giving the Company greater flexibility to issue equity-based compensation awards to our non-employee directors. In connection with approval of the 2018 Plan, the Board approved a proposal to include in the 2018 Plan an outside limitation of $750,000 on the amount of compensation that can be paid to any non-employee director in any year. If the 2018 Plan is approved, the maximum total compensation (annual retainer plus chairperson fees, equity awards, product program and any other remuneration) payable to any director in any year would be $750,000. This limitation is not intended to serve as an increase to the amount of annual compensation that we currently pay our non-employee directors, and no changes were made to our existing non-employee director compensation arrangements; rather, this action was approved for the purpose of limiting the amount of compensation the Board can approve for its non-employee members each year. In connection with approving the 2018 Plan, shareholders are being asked to ratify the Non-Employee Director Compensation Limitation. By voting “FOR” approval of the 2018 Plan, you will be deemed to have also ratified the Non-Employee Director Compensation Limitation. Reasons Why You Should Vote to Approve the 2018 Plan The 2018 Plan is substantially similar to the 2013 LTIP and, if approved, will allow us to grant incentive compensation awards that are intended to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend. The 2018 Plan also includes various shareholder-friendly provisions, such as: ○ a limitation on the total annual compensation of non-employee directors, as described above;  65   ○ a so-called “double-trigger” vesting provision, which generally provides that awards will not be accelerated upon a “Change in Control” (as defined in the 2018 Plan) of the Company if (1) an acquirer replaces or substitutes outstanding awards in accordance with the requirements of the 2018 Plan and (2) a participant holding the replacement or substitute award does not incur an involuntary termination of employment within two years following the Change in Control, as further discussed below; ○ a full value award conversion ratio of 4:1, which limits the number of awards under the 2018 Plan available to be granted as full value awards; ○ prohibitions against (1) repricing options or stock appreciation rights and (2) buyout or replacement of options or stock appreciation rights with an exercise or strike price that is less than the original exercise or strike price of the award; ○ explicitly provides that dividends and dividend equivalents with respect to an award will only vest to the extent that the underlying award vests (including performance awards);and ○ does not provide for “liberal recycling” of shares, which means that the following shares will not be added back to the aggregate plan limit: (1) shares tendered in payment of the exercise price of a stock option in connection with a “net exercise” arrangement; (2) shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of the underlying award; and (3) shares that are repurchased by the Company with proceeds realized by the Company in connection with any repurchase program, whether using proceeds from the exercise of a stock option, SAR or otherwise. The 2018 Plan permits the granting Table of (i) stock options, including incentive stock options (“ISOs”) entitling the optionee to favorable tax treatment under Section 422 of the Code, (ii) stock appreciation rights (“SARs”), (iii) restricted stock and restricted stock units (“RSUs”), (iv) performance awards, (v) dividend equivalents, and (vi) other awards valued in whole or in part by reference to or otherwise based on the Company’s common stock (“Other Stock-Based Awards”). Each of the awards will be evidenced by an award document setting forth the terms and conditions applicable thereto.Contents The foregoing summary is qualified in its entirety by reference to the full text of the 2018 Plan, a copy of which is attached hereto as Exhibit A. Summary of Historical Grant Practices In authorizing the number of shares available for issuance under the 2018 Plan, the Board considered the Company’s historical grant practices as well as the potential dilution and potential cost of the plan (sometimes referred to as shareholder value transfer). In 2017, the Company granted 1,697,797 shares under the 2013 LTIP which contains a limit of 16,000,000 shares; 2,526,337 shares remain available. Approximately 18% were awarded to the Company’s named executive officers; the remaining 82% were awarded to other participants, including other executive officers. On December 29, 2017, the last trading day of the Company’s 2017 fiscal year, the closing market price of the Company’s common stock as reported on the New York Stock Exchange was $169.69 per share. Over the past three calendar years, our average annual dilution was 0.8%, 1.1% and 1.0% (for the years ended December 31, 2015, December 31, 2016 and December 31, 2017, respectively). Dilution is generally defined as the total equity awards granted less cancellations, divided by total common shares outstanding at the beginning of the year. The Company manages its long-term dilution by limiting the number of equity awards that are granted annually, commonly referred to as burn rate. Burn rate differs from dilution, as it does not account for equity awards that have been cancelled. Over the past three calendar years, our burn rate was 1.0%, 1.3% and 1.1% (for the years ended December 31, 2015, December 31, 2016 and December 31, 2017, respectively). Over the past three calendar years, our “overhang rate” was 10.8%, 9.2% and 7.3% (for the years ended December 31, 2015, December 31, 2016 and December 31, 2017). Our overhang rate measures the total number of shares under all outstanding plan awards, plus the number of shares authorized for future plan awards, as a percentage of the weighted average number of shares of common stock outstanding for that fiscal year. It measures the potential dilutive effect of outstanding equity awards and future awards available for grant. If the 2018 Plan is approved by our stockholders, our overhang rate would be 16.8%, based on the weighted average number of shares of common stock outstanding for fiscal year 2017. As of December 31, 2017: ○ There were 176,902,738 shares issued and 154,038,031 shares outstanding. ○ There were a total of 6,561,404 stock options outstanding, with a weighted average exercise price of $102.56 and a weighted average remaining term of 6.63 years. ○ There were a total of 1,084,675 restricted stock awards outstanding and 692,913 performance based restricted stock awards outstanding. ○ There were a total of 2,526,337 shares available for future awards under the 2013 LTIP. Summary of the 2018 Plan Purpose The purpose of the 2018 Plan is to provide appropriate incentives and rewards to employees, consultants and non-employee directors who are contributing to the Company’s future success and prosperity, thus enhancing the value of the Company for its shareholders and enabling the Company to attract and retain exceptionally qualified individuals upon whom, in large measure, the continued progress, growth and profitability of the Company depend. Shares Available for Awards The aggregate number of shares authorized to be issued in connection with the granting of awards under the 2018 Plan cannot exceed 16,750,000 (plus any shares that become available for awards under 2013 LTIP, the 2009 LTIP or the 2001 LTIP in accordance with the terms of such plans and section 4 (a)(ii) of the 2018 Plan), and no more than 1,000,000 shares will be available for delivery pursuant to the exercise of ISOs. The maximum number of shares with respect to which options and stock appreciation rights may be granted to any single Participant in any single fiscal year shall not exceed 4,000,000 shares. The 2018 Plan also provides that the maximum amount of compensation that may be paid to any single non-employee director in any single fiscal year (including awards under the 2018 Plan, determined based on the fair market value of such award as of the grant date, as well as retainer fees) shall not exceed $750,000. Each share with respect to which an option or stock-settled stock appreciation right is granted under the 2018 Plan will reduce the aggregate number of shares that may be delivered under the 2018 Plan by one share, and each share with respect to which any other award denominated in shares is granted under the 2018 Plan will reduce the aggregate number of shares that may be delivered under the 2018 Plan by four shares. The number of shares authorized for issuance in connection with the granting of awards under the plan and the individual limitations described above are subject to adjustment as provided for in the 2018 Plan. All shares available for granting awards in any year that are not used will be available for use in subsequent years. If any shares subject to any award under the 2013 LTIP, under the 2009 LTIP (the “2009 LTIP”) or the Company’s 2001 Long-Term Incentive Plan (the “2001 LTIP”) or the 2018 Plan are forfeited or cancelled, or if any such award terminates without the delivery of shares, the shares previously used or reserved for such awards will be available for future awards under the 2018 Plan. The following shares will not, however, be available for future awards: (i) shares tendered in payment of the exercise price of a stock option in connection with a “net exercise” arrangement; (ii) shares withheld by the Company to settle tax withholding obligations in connection with the vesting of the underlying award; and (iii) shares repurchased by the Company with the proceeds realized by the Company in connection with any repurchase program, whether using proceeds from the exercise of a stock option, SAR or otherwise. If another company is acquired by the Company or an affiliate of the Company, any awards made and any of the Company’s shares delivered upon assumption of or in substitution for outstanding grants made by the acquired company will not decrease the number of shares available for grants under the 2018 Plan. Plan Administration The 2018 Plan is administered by the Compensation and Talent Development Committee of the Board (the “Compensation Committee”), which is constituted in compliance with applicable rules and regulations issued under the federal securities laws and the Code (see the description of the Compensation Committee on page 9). The Compensation Committee may select eligible participants to whom awards are granted, determine the types of awards to be granted and the number of shares covered by awards and set the terms and conditions of awards. The Compensation Committee’s determinations and interpretations under the 2018 Plan will be binding on all interested parties. The Compensation Committee may delegate to officers or managers of the Company certain authority with respect to the granting, cancellation and modification of awards other than awards to executive officers of the Company. Notwithstanding the foregoing, unless otherwise determined by the Board, the Corporate Governance Committee will be responsible for making recommendations to the Board with respect to grants to non-employee directors. Amendment; Termination The Board may amend, suspend or terminate the 2018 Plan or any award under the 2018 Plan, including amendments that might increase the cost of the 2018 Plan to the Company or impair the rights of individuals who participate in the 2018 Plan, provided that shareholder approval must generally be obtained for any amendment that would increase the number of shares available for awards or permit the granting of options, SARs or Other Stock-Based Awards including rights to purchase shares at prices below fair market value at the date of the grant of the award, or to the extent that any such amendment would otherwise require approval of the shareholders pursuant to the applicable national securities exchange upon which the Company’s shares are traded or quoted. Further, the Board will need to seek shareholder approval in order to increase the $750,000 annual compensation limitation established with respect to non-employee directors. No grants will be made under the 2018 Plan more than 10 years after the date on which the 2018 Plan becomes effective, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of the 2018 Plan. Eligibility Awards may be made under the 2018 Plan to any employee, consultant or non-employee director of the Company or of any affiliate; provided that ISOs may only be granted to employees of the Company. Currently, there are approximately 395 individuals who would be eligible to participate in the 2018 Plan, subject to any necessary approvals by the Compensation Committee, which includes 385 employees and ten non-employee directors. An individual’s eligibility for participation in the 2018 Plan is determined at the time the award is approved or made. Terms and Conditions of Options An award of stock options entitles a participant to purchase a specified number of shares during a specified term (not longer than ten years from the date of grant) at a fixed price, affording the participant an opportunity to benefit from appreciation in the market price of the Company’s common stock from the date of grant. Stock options will vest and become exercisable over the exercise period established by the Compensation Committee in the award document. The Compensation Committee may accelerate the exercisability of outstanding stock options at such times and under such circumstances as it deems appropriate. Subject to certain exceptions under the 2018 Plan, stock options are exercisable during a grantee’s lifetime only by the grantee. In addition, ISOs awarded under the 2018 Plan must comply with the requirements of Section 422 of the Code. The stock option exercise price will be as determined by the Compensation Committee, provided that the exercise price may not be less than the fair market value of the Company’s common stock on the date of grant. The exercise price may be fully paid in cash or, as the Compensation Committee may determine, by delivery of the Company’s common stock previously owned by the grantee equal in value to the exercise price, by having shares of the Company’s common stock with a value (on the date of exercise) equal to the exercise price, withheld by the Company, by such other means as may be determined by the Compensation Committee, or in any combination of the foregoing. A grantee of a stock option (and any tandem SAR) will not have the rights of a stockholder until certificates for the shares underlying the stock options are recorded in the grantee’s name. Stock Appreciation Rights Unless the Compensation Committee determines otherwise, a participant granted a SAR is entitled to receive the excess of the fair market value (calculated as of the exercise date or, if the Compensation Committee so determines in the case of a SAR granted in tandem with another award, as of the grant date of the other award), of a share of the Company’s common stock over the grant price of the SAR. Subject to the provisions of the 2018 Plan, the Compensation Committee has the right to determine the grant price, term, methods of exercise, methods of settlement, and any other terms and conditions of SARs, except that no SARs may be exercisable more than ten years from the date of grant. Restricted Stock, RSUs and Performance Awards An award of restricted stock is an award of the Company’s common stock that may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of for a restricted period of time determined by the Compensation Committee. The Compensation Committee may also impose such other restrictions and conditions on the award as it deems appropriate, including on the right to vote shares of restricted stock and to receive dividends. The Compensation Committee may provide that the restrictions will lapse separately or in combination, in installments or otherwise, as it deems appropriate. Restricted stock units (including any performance awards denominated in units) may provide that upon vesting the grantee will receive cash, stock, other securities, other awards, other property, or any combination thereof, as the Compensation Committee shall determine. Performance awards shall be payable (or exercisable) based upon the achievement of such performance goals during such performance periods as the Compensation Committee shall establish. Shares granted as performance awards are shares of the Company’s common stock that are subject to restrictions based upon the attainment of performance objectives established by the Compensation Committee. Performance objectives applicable to performance awards may be based on various financial measures of the Company’s (or its applicable subsidiary’s, affiliate’s, division’s, department’s, or unit’s) performance, upon cost targets, reductions or savings, upon strategic business criteria, or upon a grantee’s attainment of specific objectives set by the Company for that grantee’s performance. Restricted stock, RSUs and performance awards are all subject to a risk of forfeiture upon certain kinds of employment terminations, as determined by the Compensation Committee. Upon the award of restricted stock or shares granted as performance awards, the grantee will have the rights of a stockholder with respect to the shares, including voting and dividend rights, subject to the conditions and restrictions generally applicable to restricted stock or specifically set forth in the grantee’s award document. An award of RSUs does not confer stockholder rights on the grantee, other than dividend rights (if applicable), during the specified restricted period. Any dividend rights applicable to restricted stock will not vest unless and until the conditions and restrictions generally applicable to the underlying restricted shares have been satisfied. Dividend Equivalents Dividend equivalents represent rights to receive payments equivalent to dividends or interest with respect to a specified number of shares. Dividend equivalents credited in respect of restricted stock, RSUs, or a performance award will vest (or be forfeited) at the same time as the underlying award to which they relate. Under the 2018 Plan, dividend equivalents are prohibited for awards in connection with stock options or SARs. Other Stock-Based Awards Other Stock-Based Awards are other awards denominated or payable in, valued by reference to, or otherwise based on or related to shares of the Company’s common stock. Change in Control Generally, unless a “Replacement Award” (as defined in the 2018 Plan) is provided to the applicable participant, in the event of a Change in Control, unless otherwise provided in an applicable individual agreement, each then-outstanding option and SAR will become fully vested and exercisable and the restrictions applicable to each outstanding award of restricted stock and each RSU, performance award, dividend equivalent and Other Stock-Based Award will lapse and the awards will be fully vested (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting). Upon the termination of the employment of a participant who holds Replacement Awards (i) by the participant for “Good Reason” (as defined in the 2018 Plan), (ii) by the Company without “Cause” (as defined in the 2018 Plan), or (iii) due to the participant’s death, “Disability” (as defined in the 2108 Plan) or “Retirement” (as defined in the 2018 Plan), in any case during the period of two years after a Change in Control, (1) all Replacement Awards held by the participant will become fully vested and, if applicable, exercisable and free of restrictions (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), and (2) all options and SARs held by the participant immediately before such termination of employment that the participant also held as of the date of the Change in Control or that constitute Replacement Awards will remain exercisable for a period of three years following such termination of employment or until the expiration of the stated term of such option or SAR, whichever period is shorter (subject to any longer period of exercisability that may be provided in the applicable award agreement). Restrictions on Transfer Awards are generally not transferable other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. The Compensation Committee may, however, grant non-qualified stock options that are transferable to the grantee’s immediate family members or to trusts or partnerships for such family members. Adjustment The Compensation Committee may adjust the number and type of shares that may be made the subject of new awards or are then subject to outstanding awards and other award terms, and in the event of a stock split, stock dividend or other extraordinary corporate event may provide for a cash payment to a participant relating to an outstanding award, or may adjust the number and type of shares which may be subject to ISOs and which are subject to the three year, per-participant limitations on options and SARs, in the event of a stock split, stock dividend, or other extraordinary corporate event. The Compensation Committee is also authorized, for similar purposes, to make adjustments in performance award criteria or in the terms and conditions of other awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or of changes in applicable laws, regulations or accounting principles. Other than in connection with the foregoing extraordinary corporate events, however, outstanding awards may not be amended to reduce the purchase price per share purchasable under a stock option or the grant price of SARs, or to cancel outstanding stock options or SARs in exchange for cash, other awards or stock options or SARs with a purchase price per share or grant price, as applicable, that is less than the purchase price per share or grant price of the original stock options or SARs, as applicable, without shareholder approval. Detrimental Activity and Clawback The Compensation Committee may provide for the cancellation or forfeiture of an award or the forfeiture and repayment of any gain related to an award, or other provisions intended to have a similar effect, upon terms and conditions as may be determined by the Compensation Committee from time to time, if a participant, during his or her employment or other service with us or a subsidiary engages in activity detrimental to the Company. In addition, the Compensation Committee may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to us of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Compensation Committee or under Section 10D of the Exchange Act, as amended, or any applicable rules or regulations of the SEC or any national securities exchange or national securities association on which our common stock may be traded. Certain Federal Income Tax Considerations THE FOLLOWING DISCUSSION OF CERTAIN RELEVANT FEDERAL INCOME TAX EFFECTS APPLICABLE TO AWARDS GRANTED UNDER THE 2018 PLAN IS A SUMMARY ONLY, AND REFERENCE IS MADE TO THE INTERNAL REVENUE CODE AND REGULATIONS PROMULGATED THEREUNDER FOR A COMPLETE STATEMENT OF ALL RELEVANT FEDERAL TAX PROVISIONS. HOLDERS OF AWARDS SHOULD CONSULT THEIR TAX ADVISORS BEFORE REALIZATION OF ANY SUCH AWARDS, AND HOLDERS OF THE COMPANY’S COMMON STOCK PURSUANT TO AWARDS SHOULD CONSULT THEIR TAX ADVISORS BEFORE DISPOSING OF ANY SUCH SHARES. SECTION 16 INDIVIDUALS SHOULD NOTE THAT SOMEWHAT DIFFERENT RULES THAN THOSE DESCRIBED BELOW MAY APPLY TO THEM. THIS SUMMARY IS NOT INTENDED TO BE EXHAUSTIVE AND DOES NOT DESCRIBE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES. Under current federal income tax laws, awards under the 2018 Plan will generally have the following tax consequences: The grant of a stock option or SAR under the 2018 Plan will create no tax consequences for the participant or the Company. A participant will have no taxable income upon exercise of an ISO, except that the alternative minimum tax may apply. Upon exercise of an option other than an ISO, a participant generally will recognize ordinary income equal to the fair market value of the shares acquired minus the exercise price. Upon a disposition of shares acquired by exercise of an ISO before the end of the applicable ISO holding periods, the participant generally will recognize ordinary income equal to the lesser of (i) the fair market value of the shares at the date of exercise minus the exercise price or (ii) the amount realized upon the disposition of the ISO shares minus the exercise price. Otherwise, a participant’s disposition of shares acquired upon the exercise of an option (including an ISO for which the ISO holding periods are met) generally will result in only capital gain or loss. Other awards under the 2018 Plan, including non-qualified options and SARs, generally will result in ordinary income to the participant at the later of the time of delivery of cash, shares, or other property, or the time that either the risk of forfeiture or restriction on transferability lapses on previously delivered cash, shares, or other property. Subject to any applicable deduction limitations provided for under the Code, the Company generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with an option, SAR, or other award, but will be entitled to no tax deduction relating to amounts that represent a capital gain to a participant. Thus, the Company will not be entitled to any tax deduction with respect to an ISO if the participant holds the shares for the ISO holding periods. The foregoing general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2018 Plan. Different tax rules may apply to specific participants and transactions under the 2018 Plan. 2018 Plan Benefits As discussed on page 22 above, the Company’s long-term incentive programs generally include time-vesting stock options and RSUs, most of which are granted in December of each year, and performance awards that are typically granted during the first quarter of each year with a three year measurement period. The Company does not anticipate granting any performance awards under the 2018 Plan during 2018. The number of stock options and time vesting RSUs that will be granted under the 2018 Plan during 2018 are not yet determinable. Grants of stock options and time vesting RSUs issued to the individuals named in the Summary Compensation Table under our 2013 LTIP during 2017 are set forth in columns j and i of the Grant of Plan Based Awards Table on page 35. The performance awards issued under the 2013 LTIP to our named executive officer during 2017 are reflected in columns f-h of the Grants of Plan-Based Awards Table on page 35. The awards issued under the 2013 LTIP to all current executive officers as a group, all current non-employee directors as a group and all employees (not including executive officers) as a group during 2017 are as follows: Stock Option and RSU Grants       Options       RSUs All current executive officers as a group 190,278 47,985 All current non-employee directors as a group 0 0 All employees (not including executive officers) as a group 1,000,968 256,991 Non-employee directors are not eligible to participate in the 2013 Plan. Instead, non-employee directors participate in the Restricted Stock Unit Plan for Non-Employee Directors (the “Director’s RSU Plan”), pursuant to which non-employee directors are eligible to receive Restricted Stock Unit Awards pursuant to which distributions on vesting are made solely in cash. The number of Restricted Stock Units awarded to each of the non-employee directors under the Director’s RSU Plan during 2017 is set forth in the Director Equity Award table on page 12. Under the 2018 Plan, the Company would have the flexibility to award non-employee directors Restricted Stock Units pursuant to which distributions would be made in the form of company common stock, or to grant other equity-based compensation to non-employee directors. Equity Compensation Plan Information Compensation plans under which the Company’s equity securities are authorized for issuance at December 30, 2017 follow:       (A) (B) (C) Plan Category       Number of securities to be issued upon exercise of outstanding options and stock awards       Weighted-average exercise price of outstanding options       Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) Equity compensation plans approved by security holders 8,419,930 (1) $ 102.56 (2) 4,272,276 (3) Equity compensation plans not approved by security holders (4) — — —       Total       8,419,930                     $ 102.56                       4,272,276 (3)         (1) Consists of 6,561,404 shares underlying outstanding stock options (whether vested or unvested) with a weighted average exercise price of $102.56 and a weighted average term of 6.63 years; 1,777,588 shares underlying time-vesting RSUs that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding long-term performance awards if all established goals are met; and 80,938 of shares earned but related to which participants elected deferral of delivery. All stock-based compensation plans are discussed in Note J, Capital Stock, of the Notes to the Consolidated Financial Statements in Item 8 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017.  (2) There is no cost to the recipient for shares issued pursuant to time-vesting RSUs or long-term performance awards. Because there is no strike price applicable to these stock awards they are excluded from the weighted-average exercise price which pertains solely to outstanding stock options. (3) Consists of 1,745,939 shares available for purchase under the employee stock purchase plan (“ESPP”) at the election of employees and 2,526,337 securities available for future grants by the board of directors under stock-based compensation plans. (4) U.S. employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Employee Stock Ownership Plan (“ESOP”) section of Note L, Employee Benefit Plans, of the Notes to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017. The Company contributes an amount equal to one half of the employee contribution up to the first 7% of salary. There is a non-qualified tax deferred savings plan for highly compensated salaried employees which mirrors the qualified plan provisions, but was not specifically approved by security holders. Eligible highly compensated salaried U.S. employees are eligible to contribute from 1% to 50% of their salary to the non-qualified tax deferred savings plan. The same matching arrangement was provided for highly compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified plan, except that the arrangement for these employees is outside of the ESOP, and is not funded in advance of distributions. For both qualified and non-qualified plans, the investment of the employee’s contribution and the Company’s contribution is controlled by the employee and may include an election to invest in Company stock. Shares of the Company’s common stock may be issued at the time of a distribution from the qualified plan. The number of securities remaining available for issuance under the plans at December 30, 2017 is not determinable, since the plans do not authorize a maximum number of securities. Consistent with its usual practice, the Company granted long-term performance awards to its executive officers and other eligible employees on February 27, 2018. The threshold, target and maximum number of shares that have been approved for issuance to each of the officers identified in the Summary Compensation Table, all current executive officers as a group, all current non-employee directors as a group and all employees (not including executive officers) as a group are as follows: February 27, 2018 Performance Award Grants pursuant to 2013 Long Term Incentive Plan             Threshold       Target       Maximum James M. Loree* 12,292 24,584 49,168 Donald Allan 3,330 6,660 13,320 Jeffery D. Ansell 3,330 6,660 13,320 Janet M. Link 1,592 3,185 6,369 John H. Wyatt 1,914 3,828 7,655 All current executive officers as a group 25,398 50,796 101,590 All current non-employee directors as a group 0 0 0 All employees (not including executive officers) as a group 20,868 41,742 83,479 *      Mr. Loree’s Award is to have a grant date fair value at target of approximately $4,000,000, rounded up to the nearest share. As the accounting values were not finally determined when this Proxy Statement was printed, the shares in the table for Mr. Loree’s grant were estimated. Vote As long as holders representing at least a majority of the shares of the Company’s common stock outstanding as of February 16, 2018 are present at the Annual Meeting in person or by proxy, the proposal to adopt the 2018 Plan will be approved if the number of votes cast in favor of each proposal exceeds the number of votes cast against that proposal. The Board of Directors Recommends a Vote “FOR” Approval of the Adoption of the 2018 Plan. In connection with approving the 2018 Plan, shareholders are being asked to ratify the Non-Employee Director Compensation Limitation. By voting “FOR” approval of the 2018 Plan, you will be deemed to have also ratified the Non-Employee Director Compensation Limitation. ITEM 3—2—ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS As required pursuant to Section 14A of the Securities Exchange Act, and in accordance with the results of the 2017 shareholder advisory vote regarding the frequency of the advisory vote on compensation of our named executive officers, we are asking you to vote on a non-binding, advisory basis on the followingbelow resolution at the 20182021 Annual Meeting:Meeting. RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related narratives and descriptions appearing on pages 15 to 51 of the Company’s Proxy Statement for the 2018 Annual Meeting. This advisory vote, commonly known as a “Say on Pay” vote, gives you the opportunity to express your views about the compensation we pay to our named executive officers, as described in this Proxy Statement. You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution. At the 2017 Annual Meeting, a majority of the Company’s shareholders voted in favor of holding a Say on Pay advisory vote on an annual basis, and, in light of this vote, the Board adopted a policy of holding Say on Pay votes annually. Therefore, unless our Board determines otherwise, we will continue to hold Say on Pay votes on an annual basis.basis, and the next Say on Pay advisory vote following this year’s vote will be held at the 2022 Annual Meeting. Before you vote, please review the Compensation Discussion and Analysis and the tabular and narrative disclosure that follows it. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee. We believe you should vote “FOR” our named executive officer compensation program, which we have designed to (1) promote our long-term vision, (2) strengthen the alignment among executive pay, performance and strategy, and (3) encourage our executives to deliver investment returns in line with our shareholders’ expectations. Here are the highlights of our 2017 named executive officer pay programs: ● Company Performance in 2017:2020: Company performance in 2017,2020, as discussed in more detail in our January 24, 2018 earnings release,Annual Report on Form 10-K, was as follows: ● revenues totaled $12.7$14.5 billion, up 12% from 2016; 1% versus the prior year, as 10% second half organic growth* and acquisitions more than offset first half pandemic-related market impacts; ● organic growthGAAP diluted EPS was 7%; $7.77; and ● adjusted diluted GAAP earnings per shareEPS was $8.04, up 23.5% from 2016; $9.04** versus $8.40 in 2019, which represents an expansion of 8%. ● full year operating margin rate was 14.1%; and ● free cash flow conversion was approximately 100%. ● We Delivered Strong Shareholder Return in 2017:We attained double-digit total shareholder return of 50% in 2017 and recorded three-year annualized total shareholder return of 84%. The closing price of a share of Company common stock at the end of our 2017 fiscal year was $169.69—an increase of 48% from the end of our 2016 fiscal year, and a 59% increase from the end of our 2015 fiscal year. ● The Board’s Responsiveness to Shareholders Resulted in a 92.8%95.2% Approval in Last Year’s Say on Pay Vote:The Board has reviewed current views on corporate governance “best practices”best practices and considered the strong shareholder support for our programs as evidenced by last year’s “Say on Pay” vote and determined that our executive compensation programs are designed to reward pay for performance. ● We Delivered Strong Shareholder Return over the Long Term: Our five- and ten-year annualized total shareholder return was 12.4% and 11.6%, respectively. ● Long-Term Performance Targets are Aggressive:Are Challenging: Our record overOver the last five years, shows that performance targets fornone of our long-term performance award programs are not easily achievable, as evidenced by the fact that none of ourincentive programs have paid out at maximum over the last five years. maximum. ● Pay for Performance Alignment isIs Strong:When measured against our peers, our executive compensation programs demonstrate strong alignment between executive pay and Company performance. To minimize incentives to achieve short term goals at long-term cost, our incentive programs for our named executive officers, and others, place a greater emphasis on, and provide greater rewards for, achievement of long-term goals. In the most recently available three-year period (2014 – 2016)(2018–2020), when our TSR and pro-forma composite financial performance (based on EPS growth, cash flow multiple and cash flow return on investment) relative to our Compensation Peer Group were both at the 89thand 67thpercentiles respectively,33rd percentile, CEO realizable pay was at the 78th47th percentile in our Compensation Peer Group. ● Target Compensation for ourOur Named Executive Officers Reflects Market Conditions:We regularly benchmark our compensation program against market norms. Total compensation opportunity for our named executive officers is targeted to and reasonably aligned with the median percentile of our peer group. * Organic growth is defined as total sales growth less the sales of companies acquired and divested in the past twelve months and any foreign currency impacts. ** See Appendix A for a reconciliation of GAAP to Non-GAAP measures used in this Proxy Statement. RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related narratives and descriptions appearing on pages 24-64 of the Company’s Proxy Statement for the 2021 Annual Meeting.  66 Table of Contents For these reasons, the Board of Directors recommends that shareholders vote FOR the approval of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narratives and descriptions in this Proxy Statement. The Say on Pay advisory vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers for 2020, as described in this Proxy Statement. The result of the Say on Pay vote is advisory in nature and will not be binding on the Company or our Board. However, the Compensation Committee will take into account the outcome of the Say on Pay vote when considering named executive compensation arrangements for future years. ITEM 4—3—APPROVAL OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM Independent Registered Public Accounting Firm Subject to the action of the shareholders at the Annual Meeting, the Board of Directors, on recommendation of the Audit Committee, has appointed Ernst & Young LLP (“Ernst & Young”) as the registered independent public accounting firm to audit the financial statements of the Company for the current fiscal year. In the event the shareholders fail to ratify the appointment, the Audit Committee will consider it a direction to consider other auditors for the subsequent year. Because it is difficult and not cost effective to make any change in independent registered public accounting firms so far into the year, the appointment of Ernst & Young would probably be continued for 20182021 unless the Audit Committee or the Board of Directors finds additional good reason for making an immediate change. Ernst & Young and predecessor firms have been the Company’s auditors since 1932. The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young to serve as the Company’s independent auditor is in the best interests of the Company and its investors. Representatives of Ernst & Young will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions. The Board of Directors recommends a vote FOR approval of the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the 20182021 fiscal year. Fees of Independent Auditors General.In addition to retaining Ernst & Young to audit the Company’s consolidated financial statements for 2017,2020, the Company retained Ernst & Young and other accounting and consulting firms to provide advisory, auditing and consulting services in 2017.2020. The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services provided by Ernst & Young. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally subject to a specific budget amount. With respect to non-audit services, the Audit Committee will consider and, if appropriate, give pre-approval to specific sub-categories of such services with related budget amounts. The Audit Committee may delegate pre-approval authority to one or more of its members. Ernst & Young and management are required to periodically report to the full Audit Committee regarding the extent of services provided by Ernst & Young in accordance with the Audit Committee’s policies. All of the fees paid to Ernst & Young under the categories “audit-related,” “tax services,” and “other services” were pre-approved by the Audit Committee. The Audit Committee approved all of the services described below in accordance with its pre-approval policies and procedures. The aggregate fees billed to the Company by Ernst & Young for professional services in 20162019 and 20172020 were as follows: Audit Fees.The aggregate fees billed by Ernst & Young to the Company for professional services rendered for the audit of the Company’s annual financial statements, reviews of the financial statements included in the Company’s Forms 10-Q, and services rendered in connection with statutory audits for 20162019 and 20172020 were $13,155,000approximately $14,282,000 and approximately $14,964,000,$13,325,000, respectively. Audit RelatedAudit-Related Fees.The aggregate fees billed by Ernst & Young to the Company in 20162019 and 20172020 for professional services rendered for assurance and related services that are reasonably related to the performance of the audit of the Company’s annual financial statements were $736,000approximately $558,000 and approximately $1,143,000,$171,000, respectively. Audit relatedAudit-related services generally include fees for audits of companies acquired and sold, pension audits, accounting related consultations, and filings with the Securities and Exchange Commission. Tax Fees.The aggregate fees billed by Ernst & Young to the Company in 20162019 and 20172020 for professional services rendered for tax compliance, tax advice and tax planning were $4,878,000approximately $5,217,000 and approximately $4,476,000,$5,246,000, respectively. Tax services include domestic and foreign tax compliance and consulting. All Other Fees.The aggregate fees billed by Ernst & Young did not billto the Company for any feesin 2019 and 2020 for services other than audit services, audit relatedaudit-related services and tax services in 2016 or 2017.were approximately $7,200 per year for access to their global online resource for accounting and financial reporting literature and thought leadership.  67 Table of Contents ITEM 4—AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ALLOW SHAREHOLDERS TO ACT BY WRITTEN CONSENT Background. Currently, our Certificate of Incorporation does not permit shareholder action by written consent. We received a shareholder proposal for last year’s annual meeting requesting that the Board take the necessary steps to allow shareholders to act by written consent (the “2020 Proposal”). The 2020 Proposal received the support of a majority of the shares present at the meeting and entitled to vote. After careful consideration of the voting results of the 2020 Proposal and recent shareholder feedback, as well as a comprehensive review of market practice and procedural safeguards adopted by other companies with respect to a shareholder right to act by written consent, the Board has declared it advisable, and is submitting to shareholders for their approval, this Proposal 4 to amend the Certificate of Incorporation which would allow shareholder action by written consent. The proposed amendment addresses shareholder and Board concerns regarding written consent through specific procedural safeguards, described below, that are designed to ensure accountability and a democratic process for all shareholders. Our Board is committed to strong corporate governance and responsiveness to shareholders, and believes in maintaining policies and practices that serve the best interests of all shareholders. The views of our shareholders play an important role in the development of our corporate governance policies and practices. Given the passing level of support for the 2020 Proposal, we engaged in extensive shareholder outreach to hear directly from our shareholders about their views on shareholder action by written consent, as well as our existing special meeting process. We contacted the holders of approximately 65% of our outstanding shares. Of those we contacted, 18 shareholders spoke with us, representing approximately 38% of our outstanding shares. Our Board has used this feedback to inform boardroom discussions in determining what action to take in response to the support for and shareholder input regarding action by written consent. Shareholder Engagement and Feedback. Many of the shareholders with whom we engaged expressed the view that the right to act by written consent was unnecessary in light of our existing corporate governance policies and shareholder rights, including the right to call special meetings. These views are reflected in the narrow margin of support that the 2020 Proposal garnered. Nevertheless, they encouraged us to be responsive to the voting results of the 2020 Proposal. In that regard, a majority of these shareholders were supportive of the Board’s adoption of a shareholder right to act by written consent. Most expressed concerns that the written consent process could be subject to abuse absent adequate procedural safeguards, and expected that we would adopt such safeguards or were otherwise supportive of us doing so. Regarding the procedural safeguards, the universal view among the shareholders that supported the Board’s adoption of action by written consent was that we should adopt provisions that are consistent with market practice to prevent abuse and that aligning those provisions with our special meeting right (including the requisite ownership threshold) was an appropriate approach. Board’s Decision and Rationale. The Board believes that the Company’s existing special meeting right provides shareholders with a meaningful ability to propose actions for shareholder consideration between annual meetings. However, given the support for the 2020 Proposal and the shareholder feedback we received, the Board recognizes that the right of shareholders to act by written consent at an appropriate threshold may provide an effective balance between ensuring the Board’s accountability to shareholders and enabling the Board and management to operate in an effective manner, and may provide a complementary mechanism for shareholders to raise matters between annual meetings. To ensure that the written consent process provides our shareholders with a similarly equitable and transparent manner to raise matters for consideration by shareholders and to address many of our shareholders’ concerns that the written consent process could be subject to abuse absent adequate procedural safeguards, the proposed amendment includes the following safeguards: ● To ensure that a limited group of shareholders who have limited support for their proposed action do not cause the Company to incur unnecessary expense and disruption by a written consent solicitation, the proposed amendment requires that shareholders seeking to act by written consent must own at least 25% of our outstanding shares of common stock to request that the Board set a record date to determine the shareholders entitled to act by written consent. Similar to the requirement for shareholders to request a special meeting, these shares must be “Owned” by those shareholders, as that term is defined in the Company’s Bylaws, and continuously owned through any consent solicitation. This 25% threshold is the ownership threshold required for shareholders to call a special meeting. The Board believes that the same threshold is appropriate for shareholder action by written consent, so that a limited group of shareholders cannot use written consent to push forward an action that would lack sufficient shareholder support to merit calling a special meeting. The Board believes the 25% threshold strikes a suitable balance between enhancing the ability of shareholders to initiate shareholder action and limiting the risk of subjecting shareholders to numerous written consent solicitations (or special meeting requests) that may only be relevant to particular constituencies.  68 Table of Contents ● To protect against shareholder disenfranchisement, shareholders seeking to act by written consent must solicit written consent from all shareholders entitled to vote on the matter to enable all shareholders to consider and act on a proposal. This protection eliminates the possibility that a small group of shareholders could act without a democratic process for determining the merits of any proposed action and without input from all our shareholders. ● To ensure transparency, shareholders requesting action by written consent must provide the Company with approximately the same information that would be required to propose that action or nominate a candidate at an annual meeting. ● To provide the Board with a reasonable timeframe to properly evaluate and respond to a shareholder request to set record date for written consent, the proposed amendment requires that the Board must adopt a resolution fixing a record date by the later of (i) 20 days after delivery of the request and (ii) five days after delivery by the shareholder(s) of any additional information required by the Company to determine the validity of the request or to determine whether the proposed action to which the request relates may be effected by written consent. The record date must be no more than ten days after the date on which the Board resolution fixing the record date is adopted and may not be more than 70 days before the action requiring a determination of shareholders. If the Board fails to set a record date by the required date for a request that is valid, properly delivered and relating to an action that may be effected by written consent, the record date will be the first date on which a signed written consent relating to the proposed action is delivered to the Company. ● To ensure that shareholders have sufficient time to consider the proposal and any statements in opposition, as well as to provide the Board the opportunity to present its views regarding the proposed action, no executed consents may be delivered until 60 days after the delivery of a valid request to set a record date. Consents signed by a sufficient number of shareholders to take action by written consents must be delivered to the Company no later than 120 days after the applicable record date. ● To ensure that the written consent is in compliance with applicable laws and is not duplicative, the proposed amendment provides that the written consent process would not be available in a limited number of circumstances, including (i) for matters that are not a proper subject for shareholder action, (ii) if the request to set a record date is received by the Company during the period commencing 90 days prior to the first anniversary of the date of the most recent annual meeting and ending on the date of the final adjournment of the next annual meeting, (iii) if an identical or substantially similar item was presented at a shareholder meeting, other than the election of directors, held not more than 12 months before the Company received the request for a record date; (iv) if an identical or substantially similar item was presented at a meeting of shareholders held within 90 days before the Company received the request for a record date, (v) if an identical or substantially similar item is included in our notice for a shareholder meeting that was called, but not yet held, or that is called to be held within 90 days after the Company received the request for a record date and (vi) if the record date request was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law. The nomination, elections and removal of directors are deemed substantially similar items to all actions involving the nomination, election or removal of directors, changing the size of the Board and filling of vacancies or newly created directorships resulting from any increase in the number of authorized directorships. This summary is qualified in its entirety by reference to the complete text of the proposed amendments to the Certificate of Incorporation, which is attached as Appendix B to this Proxy Statement. Shareholder Approval Required. Adoption of this proposal would require the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will have the effect of a vote against this Proposal 4. If approved by shareholders, the Company will promptly file with the Connecticut Secretary of the State an amendment to the Certificate of Incorporation, the form of which is attached as Appendix B to this Proxy Statement, incorporating the proposed amendment set forth in Proposal 4. The amendment to the Certificate of Incorporation will become effective on the date the filing is accepted by the Connecticut Secretary of the State. If Proposal 4 is not approved by the requisite vote, the proposed amendment will not be implemented and the current prohibition on shareholder action by written consent will remain. The adoption of Proposal 4 is not contingent on the approval of any other management proposal described in this Proxy Statement. The Board of Directors unanimously recommends a vote “FOR” this proposal.  69 Table of Contents ITEM 5—AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE PROVISIONS APPLICABLE TO THE COMPANY UNDER THE CONNECTICUT BUSINESS CORPORATION ACT (“CBCA”) Board’s Decision and Rationale. We are asking shareholders to approve amending our Certificate of Incorporation to eliminate the supermajority voting provisions that are applicable to the Company by default under the CBCA. The Board’s proposal is a result of our ongoing review of our corporate governance and feedback from shareholders and, with the advice of management and outside advisors, the Board considered the relative weight of the arguments in favor and opposed to supermajority voting requirements. The Board recognizes that supermajority voting requirements are intended to protect against self-interested action by some shareholders by requiring broad support for certain types of transactions or governance changes. The Board also recognizes that corporate governance standards have evolved. Some shareholders and commentators argue that supermajority provisions should be eliminated because they could limit the Board’s accountability to shareholders or shareholder participation in corporate governance. The Board notes that while it is important to protect against self-interested action by some shareholders, it is also important for us to be able to respond to shareholder corporate governance concerns. The Board also considered that certain supermajority voting provisions are applicable to the Company under default standards of the CBCA, which exempts corporations incorporated in Connecticut prior to 1997, like the Company, from having majority voting provisions as the requisite number of shareholders necessary to approve certain actions. On that basis, the Board has determined that it is in the best interests of the Company and our shareholders to eliminate the supermajority voting requirements and amend our Certificate of Incorporation as more particularly described in the proposed amendments below: ● CBCA Section 33-797(f) provides that an amendment to the certificate of incorporation of a corporation which was incorporated prior to January 1, 1997, and which at the time of any shareholder vote on such a proposed amendment has less than one hundred shareholders of record, shall, unless the certificate of incorporation of such corporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon. ● Section 9(a) of the amended Certificate of Incorporation: The Company expressly elects not to be governed by the provisions of Section 33-797(f) of the CBCA. Amendments to the Certificate of Incorporation shall require the approval of a majority of the votes entitled to be cast on the amendment by each voting group entitled to vote thereon. ● CBCA Section 33-817(13) provides that a plan of merger or share exchange of a corporation which was incorporated prior to January 1, 1997, shall be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless the certificate of incorporation expressly provides otherwise. ● Section 9(b) of the amended Certificate of Incorporation: The Company expressly elects not to be governed by the provisions of Section 33-817(13) of the CBCA. Any plan of merger or share exchange required to be approved by shareholders pursuant to Section 33-817 of the CBCA shall require the approval of a majority of the votes entitled to be cast on the plan, and, if any class or series of shares are entitled to vote as a separate group on the plan of merger or share exchange, the approval of each such voting group consisting of a majority of the votes entitled to be cast on the plan of merger or share exchange by that voting group. ● CBCA Section 33-831(i) provides that a sale or other disposition of assets leaving no significant continuing business activity at a corporation which was incorporated prior to January 1, 1997, shall, unless the certificate of incorporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group of such corporation entitled to vote thereon. ● Section 9(c) of the amended Certificate of Incorporation: The Company expressly elects not to be governed by the provisions of 33-831(i) of the CBCA. Any disposition required to be approved by shareholders pursuant to Section 33-831 of the CBCA shall require the approval of a majority of the votes entitled to be cast on the disposition. ● CBCA Section 33-881(f) provides that a proposal to dissolve a corporation which was incorporated prior to January 1, 1997, shall, unless the certificate of incorporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon.  70 Table of Contents ● Section 9(d) of the amended Certificate of Incorporation: The Company expressly elects not to be governed by the provisions of CBCA Section 33-881(f). Any proposal to dissolve to be adopted pursuant to Section 33-881 of the CBCA shall require the approval of a majority of the votes entitled to be cast on that proposal. ● As a corresponding provision to Section 9(a) of the amended Certificate of Incorporation with respect to the vote required for shareholder approval of amendments of the Certificate of Incorporation, the same requisite vote levels would be necessary for shareholder approval of Bylaws. The Board may at any time adopt amendments to the Bylaws without shareholder approval. ● The vote required for shareholders to amend or repeal the corporation’s Bylaws pursuant to Section 33-806 of the CBCA shall be the approval of a majority of the votes entitled to be cast on such action. This summary is qualified in its entirety by reference to the complete text of the proposed amendments to the Certificate of Incorporation, which is attached as Appendix B to this Proxy Statement. Shareholder Approval Required. Adoption of this proposal requires the approval of at least two-thirds of the voting power of the common shares. Abstentions and broker non-votes will have the effect of a vote against this Proposal 5. If approved by shareholders, the Company will promptly file with the Connecticut Secretary of the State an amendment to the Certificate of Incorporation, the form of which is attached as Appendix B to this Proxy Statement, incorporating the proposed amendment set forth in Proposal 5. The amendment to the Certificate of Incorporation will become effective on the date the filing is accepted by the Connecticut Secretary of the State. If Proposal 5 is not approved by the requisite vote, the proposed amendment will not be implemented and the current CBCA supermajority provisions described above will continue to be applicable to the Company. The adoption of Proposal 5 is not contingent on the approval of any other management proposal described in this Proxy Statement. The Board of Directors unanimously recommends a vote “FOR” this proposal. ITEM 6—AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE PROVISIONS OF CAPITAL STOCK RELATED TO APPROVAL OF BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS AND CLARIFY WHEN NO SHAREHOLDER VOTE IS REQUIRED Board’s Decision and Rationale. We are asking shareholders to approve amending our Certificate of Incorporation pertaining to business combinations with interested shareholders. The amendments would (i) eliminate the supermajority voting provisions that are applicable to the Company by default under the CBCA by opting out of certain provisions of the CBCA, (ii) eliminate the supermajority vote provisions of capital stock necessary to approve business combinations in the Certificate of Incorporation and (iii) clarify when no vote is needed in such a business combination. The Board’s proposal is a result of our ongoing review of our corporate governance and feedback from shareholders and, with the advice of management and outside advisors, the Board considered the relative weight of the arguments in favor and opposed to supermajority voting requirements and the necessary clarification regarding the vote. As described above in Proposal 5, the Board recognizes that supermajority voting requirements are intended to protect against self-interested action by some shareholders by requiring broad support for certain types of transactions or governance changes. Supermajority vote provisions of capital stock to approve business combinations with interested shareholders, defined as a shareholder who owns 10% or more of the Company’s common shares, are designed to protect the Company and its shareholders from entering into transactions with the interested shareholder that may not be fair to all shareholders without a high threshold of approval from the non-interested shareholders. The requirement to obtain the vote of the supermajority of capital stock, not only common stock, presents an additional hurdle. However, as noted above in Proposal 5, the Board also recognizes that corporate governance standards have evolved. Some shareholders and commentators argue that supermajority provisions should be eliminated because they could limit the Board’s accountability to shareholders or shareholder participation in corporate governance. The Board notes that while it is important to protect against self-interested action by some shareholders, it is also important for us to be able to respond to shareholders’ corporate governance concerns. The Board also considered that certain supermajority voting provisions are applicable to the Company under default standards of the CBCA. On that basis, the Board has determined that it is in the best interests of the company and our shareholders to eliminate the supermajority voting requirements and amend our Certificate of Incorporation as more particularly described in the proposed amendments below: ● The provisions of Section 33-840 to 33-842 relate to Business Combinations and the application of supermajority voting provisions. CBCA Section 33-840 defines terms for use in CBCA 33-840 to 33-842. CBCA Section 33-841 provides that a business combination shall first be approved by the board of directors and then be approved by the  71 Table of Contents affirmative vote of at least (i) the holders of eighty per cent of the voting power of the outstanding shares of the voting stock of the corporation and (ii) the holders of two-thirds of the voting power of the outstanding shares of voting stock of the corporation other than voting stock held by any interested shareholders of the corporation, or any affiliate or associate of the interested shareholder. CBCA Section 33-842 provides exceptions for when the vote required by CBCA 33-841 would not apply. ● Section 6(g) of the Certificate of Incorporation provides that the Company expressly elects not to be governed by the provisions of Sections 33-840 to 33-842 of the CBCA. ● Section 6(a) of the Certificate of Incorporation provides that the affirmative vote of the holders of not less than 80% of the outstanding shares of capital stock of the Company entitled to vote shall be required for the approval or authorization of any “Business Combination” (as hereinafter defined) involving an “Interested Shareholder” (as hereinafter defined), and would be revised as follows: Section 6(a): The affirmative vote of the holders of not less than80% a majority of the outstanding shares ofcapital stock of the corporation entitled to vote shall be required for the approval or authorization of any “Business Combination” (as defined) involving an “Interested Shareholder” (as defined). ● Section 6(f) of the Certificate of Incorporation provides that the affirmative vote of the holders of not less than 80% of the outstanding shares of capital stock shall be required to amend, alter, change, or repeal, or adopt any provisions inconsistent with, this Section 6, and would be revised as follows: Section 6(f): Notwithstanding any other provisions of this Certificate of Incorporation or the Bylaws of the corporation, the affirmative vote of the holders of not less than80% a majority of the outstanding shares ofcapital stock entitled to vote shall be required to amend, alter, change, or repeal, or adopt any provisions inconsistent with, this Section 6. ● Section 6(a)(2) of the Certificate of Incorporation provides additional conditions for when no vote of shareholders is required for business combinations with interested shareholders, and Section 6(b)(1)(A) defines business combinations for purposes of this Section of the Certificate of Incorporation, and those sections would be revised as follows: Sections 6(a)(2)(C) and (D) would impose additional circumstances when no vote of shareholders would be required, including that the Company shall not have failed to pay or reduced dividend payments that the interested shareholder has not obtained additional shares and has not derived additional benefits from the Company not available to all shareholders. ● Section 6(b)(1)(A) would define business combinations with interested shareholder to include affiliates and associates of the interested shareholder. This summary is qualified in its entirety by reference to the complete text of the proposed amendments to the Certificate of Incorporation, which is attached as Appendix B to this Proxy Statement. Shareholder Approval Required. The Company does not have any interested shareholders as defined. Adoption of this proposal requires (i) 80% of the outstanding common shares to approve the amendments to Section 6(a) and Section 6(g) and (ii) 80% of the outstanding capital stock to approve the amendment to Section 6(f). Capital stock of the Company includes, in addition to our common stock, 750,000 shares of 5% Series C Cumulative Perpetual Convertible Preferred Stock and 750,000 shares of 0% Series D Cumulative Perpetual Convertible Preferred Stock, and as the approval of Section 6(f) requires a higher standard for approval, 80% of the outstanding capital stock will be required to approve this Proposal 6. Holders of Series C and Series D preferred stock are eligible to only vote on this Proposal. Abstentions and broker non-votes will have the effect of a vote against this Proposal 6. If approved by shareholders, the Company will promptly file with the Connecticut Secretary of the State an amendment to the Certificate of Incorporation, the form of which is attached as Appendix B to this Proxy Statement, incorporating the proposed amendment set forth in Proposal 6. The amendment to the Certificate of Incorporation will become effective on the date the filing is accepted by the Connecticut Secretary of the State. If Proposal 6 is not approved by the requisite vote, the proposed amendment will not be implemented and the current CBCA supermajority provisions and the supermajority provisions in the Certificate of Incorporation with respect to the approval of business combinations will continue to be applicable to the Company. The adoption of Proposal 6 is not contingent on the approval of any other management proposal described in this Proxy Statement. The Board of Directors unanimously recommends a vote “FOR” this proposal.  72 Table of Contents ITEM 7—AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ADOPT A MAJORITY VOTING STANDARD IN AN UNCONTESTED ELECTION OF DIRECTORS Board’s Decision and Rationale. The election of the Board of Directors is governed by CBCA Section 33-712, which provides that unless otherwise stated in the certificate of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Article III, Section 1.A. of the Bylaws provides that to be elected, a nominee must have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of (i) ninety (90) days from the date on which the voting results are determined, or (ii) the date on which an individual is selected by the Board to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the Board. While the Board believes that the current voting standard for the election of directors has the same effect and impact as a majority voting standard for the election of directors, particularly given the cessation of the term for directors who receive more votes against than for election, the Company has heard from shareholders a preference for the majority voting standard for election of directors that has been adopted by the majority of other S&P 500 companies. For that reason, consistent with the Board of Directors’ intent to remain accountable to shareholders, the Company is proposing to amend the Certificate of Incorporation to adopt a majority voting standard in uncontested elections to make clear that nominees must obtain more “For” votes than “Against” votes in order to be elected. A plurality voting standard shall continue to apply in contested director elections where there may be more candidates for election than the number of directors to be elected. On that basis, the Board has determined that it is in the best interests of the Company and our shareholders to adopt majority voting standards for the election of directors in uncontested elections and amend our Certificate of Incorporation as more particularly described in the proposed amendments below: ● The amendment to the Certificate of Incorporation provides in Section 4 that at any uncontested election of directors, each director of the corporation shall be elected by the vote of the majority of the votes cast with respect to the director nominee at any meeting of the shareholders held for the election of directors at which a quorum is present. A majority of the votes cast means that the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that director. An incumbent director who fails to receive a majority of the votes cast for his or her election will offer to tender his or her resignation from the Board, which will be evaluated by the Board in accordance with the Bylaws. Corresponding Bylaw Amendments. If this Proposal 7 is approved by shareholders, the Board will adopt amendments to our Bylaws to add a director resignation policy consistent with the majority voting standard. Under the CBCA, even if an incumbent director does not receive the required vote to be re-elected, that director will continue to serve as a “holdover director” unless a successor is elected and qualified. The amended Bylaws will require that if an incumbent Director fails to achieve a majority of the votes cast at an uncontested election of directors, the Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Corporate Governance Committee’s recommendation, considering all factors that the Board of Directors believes to be relevant, and will publicly disclose its decision within ninety (90) days from the date of the certification of the election results. This summary is qualified in its entirety by reference to the complete text of the proposed amendments to the Certificate of Incorporation, which is attached as Appendix B to this Proxy Statement. Shareholder Approval Required. Adoption of this proposal would require the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will have the effect of a vote against this Proposal 7. If approved by shareholders, the Company will promptly file with the Connecticut Secretary of the State an amendment to the Certificate of Incorporation, the form of which is attached as Appendix B to this Proxy Statement, incorporating the proposed amendment set forth in Proposal 7. The amendment to the Certificate of Incorporation will become effective on the date the filing is accepted by the Connecticut Secretary of the State. If Proposal 7 is not approved by the requisite vote, the proposed amendment will not be implemented and the current standard for the election of directors will continue to be applicable to the Company. The adoption of Proposal 7 is not contingent on the approval of any other management proposal described in this Proxy Statement. The Board of Directors unanimously recommends a vote “FOR” this proposal.  73 Table of Contents Corresponding Bylaw Amendments. In connection with the management proposals, the Board of Directors also intends to approve corresponding changes to the Company’s Bylaws, the most significant of which are described below. Shareholder Rights to Call Special Meetings. Article 1, Section of the Bylaws provide that a special meeting shall be called upon the written request of the holders of not less than 25% of the voting power of all shares entitled to vote on any issue proposed to be considered at such meeting. This is an unfettered right subject to no restrictions or limitations, and any shareholder (or group of shareholders) owning the requisite amount may ask the Board to call a special meeting at any time, even if the Company is about to hold, or has just held, a meeting of shareholders for the same purpose as the special meeting requested by shareholders. During our recent engagement with our shareholders to discuss the results of the shareholder proposal to adopt a right for shareholders to act by written consent, which we describe at length in Proposal 4 above, we also solicited shareholder feedback on our special meeting right. The majority of shareholders we spoke with indicated that it would be appropriate to provide for similar procedural and information requirements with respect to shareholders’ rights to call special meetings as are being provided for shareholders’ ability to act by written consent. Under our amended Bylaws, a special meeting requested by shareholders will not be required to be called if (i) the request for a special meeting does not comply with the procedural and informational requirements, (ii) the business specified in the special meeting request is not a proper subject for shareholder action under applicable law, (iii) our Board has called or calls for an annual or special meeting of shareholders to be held within 90 days after the Company receives the special meeting request and our Board determines that the business of such meeting includes the business specified in the special meeting request, (iv) the special meeting request is received during the period commencing 90 days prior to the anniversary date of the prior year’s annual meeting of shareholders and ending on the date of the final adjournment of the next annual meeting of shareholders, (v) an identical or substantially similar item was presented at any meeting of shareholders held within 90 days prior to receipt of the special meeting request or (vi) the special meeting request was made in a manner that violated Regulation 14A under the Exchange Act or other applicable law. Advance Notice for Nominations and Proposals. Since shareholders must comply with the advance notice provision in the Bylaws to provide information when seeking to act by written consent or by special meeting, the amended Bylaws will also revise the deadline and information requirements for shareholders making nominations and proposing other business. Rather than requiring that such nominations and proposals must be delivered not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date on which the proxy statement was first mailed relating to the immediately preceding annual meeting, the deadline beginning with the submission of nominations and proposals for the 2022 annual meeting will be based of not less than ninety (90) days nor more than one hundred twenty (120) days prior to the immediately preceding annual meeting, as further described on page 79 of this Proxy Statement under “Shareholder Proposals for the 2022 Annual Meeting”. In addition to the information already required of the nominating shareholder and any nominee under the Bylaws, the amended Bylaws will also require (i) information about the nominee as well as the shareholder making the nominee, (ii) descriptions of any material interest in the nomination or proposal being made, (iii) descriptions of any voting rights, (iv) a description of any derivatives used to mitigate loss or risks to the Company’s share price which decrease the voting or economic interest, (v) representations that the shareholder owns Company stock as of the record date and intends to appear at the meeting to present the nomination or proposal, (vi) a representation whether the group making the nomination or proposal intends to deliver proxy statements or otherwise solicit proxies, (vii) any other information that would be required to be made in a proxy statement in connection with the solicitation and (viii) a representation to disclose any third-party compensation, indemnification or reimbursement arrangements. Additional administrative changes, such as the ability to hold shareholder meetings remotely if permitted by the CBCA, and corresponding amendments to further the objectives of the management proposals described herein may be made to the Bylaws. Shareholders are not being asked to approve the Bylaw amendments. The Board intends to adopt the Bylaw amendments immediately after the annual meeting and will include a copy of the amended Bylaws when announcing the voting results of the annual meeting on Form 8-K. However, the Board may in its sole discretion determine not to approve and adopt all or any of the Bylaw amendments for any reason.  74 Table of Contents VOTING INFORMATION Only shareholders of record as of February 16, 2018March 11, 2021, are entitled to vote The Company has only one class of shares outstanding.outstanding common stock, $2.50 par value per share (“common stock”), as well as two series of preferred stock: (i) 5% Series C Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $1,000 per share (“Series C Preferred Stock”) and (ii) 0% Series D Cumulative Perpetual Convertible Preferred Stock, without par, with a liquidation preference of $1,000 per share (“Series D Preferred Stock”). Only shareholders of record at the close of business on February 16, 2018,March 11, 2021, as shown in our records (the record date), will be entitled to vote, or to grant proxies to vote, at the Annual Meeting. On the record date,     154,111,091shares, consisting of      shares of common stock, $2.50 par value,750,000 shares of Series C Preferred Stock and 750,000 shares of Series D Preferred Stock, were outstanding and entitled to vote. On all matters voted upon at the Annual Meeting and any adjournment or postponement thereof, the holders of the common stock vote together as a single class, with each record holder of common stock entitled to one vote per share. The holders of Series C Preferred Stock and Series D Preferred Stock are only eligible to vote on Proposal 6, along with the holders of common stock, as Proposal 6 requires the vote of outstanding capital stock. A majority of the votes entitled to be cast on a matter must be represented for a vote to be taken.taken In order to have a quorum, a majority of the votes entitled to be cast on a matter must be represented in person or by proxy at the Annual Meeting. Virtual attendance at the 2021 Annual Meeting constitutes presence in person for purposes of a quorum. If a quorum is not present, a majority of shares that are represented may postpone the meeting. Abstentions and broker non-votes will be counted in determining whether a quorum is present. Vote required for approval As long as holders representing at least a majority of the shares of Company common stock outstanding as of February 16, 2018March 11, 2021, are present at the Annual Meeting in person or by proxy:proxy and virtual attendance at the 2021 Annual Meeting constitutes presence in person for this purpose. Because the election of directors is uncontested, the term of a current director nominee who receives more votes “against” than “for” election will end on the date that is the earlier of (i) ninety (90) days from the date on which the voting results are determined, or (ii) the date on which the Board selects an individual to fill the office held by such director.director, which selection shall be deemed to constitute the filling of a vacancy by the Board. The Board (excluding such nominee) may select any qualified individual to fill the office held by a director who receives more votes “against” than “for” election. A properly executed proxy marked “abstain” as to any director will not be voted in connection with the election of that director. The following matters will be approved if Voting Standards for Items 2 through 7 are shown in the number of votes cast in favor of such proposal exceeds the number of votes cast against that proposal:table below: ●Proposal Voting Options Vote Required to Adopt the Company’s 2018 Plan,Proposal Effect of Abstentions Effect of “Broker Non- Votes”1 ●Item 2: “Say on Pay” Advisory Vote For, against, or abstain Votes cast in favor exceed the compensationnumber of the Company’s named executive officers (on an advisory basis), and votes against No Effect No Effect ● the proposal to appointItem 3: Approval of Ernst & Young LLP as the registered independent public accounting firm for For, against, or abstain Votes cast in favor exceed the 2018 fiscal yearnumber of votes against No Effect No Effect Item 4: Allow Action by Written Consent For, against, or abstain The affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote thereon Treated as Votes Against Treated as Votes Against Item 5: Eliminate Supermajority Vote Provisions Applicable to the Company under the CBCA For, against, or abstain The affirmative vote of at least two-thirds of the shares of common stock represented at the Annual Meeting and entitled to vote thereon Treated as Votes Against Treated as Votes Against Item 6: Eliminate Supermajority Vote Provisions of Capital Stock Related to Approval of Business Combinations with Interested Shareholders For, against, or abstain 80% of the outstanding common shares to approve the amendments to Section 6(a) and Section 6(g) and 80% of the outstanding capital stock to approve the amendment to Section 6(f) of Certificate of Incorporation Treated as Votes Against Treated as Votes Against Item 7: Adopt Majority Voting Standard in Uncontested Election of Directors For, against, or abstain The affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote thereon Treated as Votes Against Treated as Votes Against 1 A broker non-vote generally occurs when a broker is not permitted to vote on a matter without instructions from a customer having beneficial ownership in the securities and has not received such instructions. Broker non-votes will note be approved. counted as shares entitled to vote on the relevant proposal.  75 Table of Contents Voting your shares registered in your name or held in “street name” The Board of Directors of the Company is soliciting proxies from the shareholders of the Company. This will give you the opportunity to vote at the Annual Meeting. When you deliver a valid proxy, the shares represented by that proxy will be voted in accordance with your instructions. These instructions also apply to shares of Series C and Series D preferred stock eligible to only vote on Proposal 6. Shareholders of record may vote by any one of the following methods:   (1) GO TO THE WEBSITE:www.envisionreports.com/SWKwww.proxyvote.com to vote over the Internet anytime up to 7:00 a.m.11:59 p.m. EDT on April 19, 2018,May 9, 2021, and follow the instructions provided on that site. site or www.virtualshareholdermeeting.com/SWK2021 to vote during the virtual Annual Meeting. (2) CALL 1-800-652-86831-800-690-6903 from the USU.S. or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m.11:59 p.m. EDT on April 19, 2018,May 9, 2021, and follow the instructions provided in the recorded message. (3) COMPLETE, SIGN, DATE AND MAIL your proxy card in the postage-prepaid envelope provided. Your proxy card must be received by Computershare Investor Services, LLC,the Company’s transfer agent,Broadridge at 51 Mercedes Way, Edgewood, NY 11717 prior to the commencement of the Annual Meeting at 9:30 a.m.11:59 p.m. EDT on April 19, 2018,May 9, 2021, unless you attend the meeting, in which event you may deliver your proxy card, or vote by ballot, at the meeting. If you are voting by telephone or by the Internet, please do not return your proxy card. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when voting your shares. Voting your shares held in the Stanley Black & Decker Retirement Account Plan (formerly the Stanley Account Value Plan) If you hold shares in the Company through the Stanley Black & Decker Retirement Account Plan (the “401(k) Plan”), you can instruct the trustee, Wells Fargo Bank, N.A., in a confidential manner, how to vote the shares allocated to you in the 401(k) Plan by one of the following three methods:   (1) GO TO THE WEBSITE:www.envisionreports.com/SWKwww.proxyvote.com to vote over the Internet anytime up to 7:00 a.m.11:59 p.m. EDT on April 17, 2018,May 5, 2021, and follow the instructions provided on that site. (2) CALL 1-800-652-86831-800-690-6903 from the USU.S. or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m.11:59 p.m. EDT on April 17, 2018,May 5, 2021, and follow the instructions provided in the recorded message. (3) COMPLETE, SIGN, DATE AND MAIL your instruction card in the enclosed postage-prepaid envelope. Your instruction card must be received by Computershare Investor Services, LLC, the Company’s transfer agent,Broadridge at 51 Mercedes Way, Edgewood, NY 11717 no later than 7:00 a.m.11:59 p.m. EDT on April 17, 2018,May 5, 2021, to ensure that the trustee of the 401(k) Plan is able to vote the shares allocated to you in accordance with your wishes at the Annual Meeting. In addition, because only the trustee of the 401(k) Plan can vote the shares allocated to you, you will not be able to vote your 401(k) shares personally at the Annual Meeting. Please note that the trust agreement governing the 401(k) Plan provides that if the trustee does not receive your voting instructions, the trustee will vote your allocated shares in the same proportion as it votes the allocated shares for which instructions are received from participants and beneficiaries of deceased participants. The trust agreement also provides that unallocated shares are to be voted by the trustee in the same proportion as it votes allocated shares for which instructions are received from participants and beneficiaries of deceased participants. Therefore, by providing voting instructions with respect to your allocated shares, you will in effect be providing instructions with respect to a portion of the unallocated shares and a portion of the allocated shares for which instructions were not provided as well. Voting of the 401(k) Plan shares by the trustee is subject to federal pension laws, which require the trustee to act as a fiduciary for 401(k) Plan participants and beneficiaries in deciding how to vote the shares. Therefore, irrespective of these voting provisions, it is possible that the trustee may decide to vote allocated shares for which it does not receive instructions (as well as unallocated shares) in a manner other than on a proportionate basis if it believes that proportionate voting would violate applicable law. The only way to ensure that the trustee votes shares allocated to you in the 401(k) Plan in accordance with your wishes is to provide instructions to the trustee in the manner set forth above. If you are a participant (or beneficiary of a deceased participant) in the 401(k) Plan and you also own other shares of common stock outside of your 401(k) Plan account, you should receive a voting card for shares credited to your account in the 401(k) Plan, a separate voting instruction card if you are a record holder of additional shares of Company common  76 Table of Contents stock, and a voting instruction card if you hold additional shares of Company common stock through a broker, bank or other nominee. You must vote shares that you hold as a shareholder of record, shares that you hold through a broker, bank or other nominee, and shares that are allocated to your 401(k) Plan account separately in accordance with each of the proxy cards and voting instruction cards you receive with respect to your shares of Company common stock in order to ensure that all of your shares are voted in accordance with your wishes. Changing your vote by revoking your proxy If you have shares registered in your own name: If you are a registered holder, there are three ways in which you may revoke your proxy and change your vote: ● First, you may send a written notice to the Company’s transfer agent, Computershare Investor Services, LLC at 7600 Grant Street, Burr Ridge, IL 60527-7275,to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, stating that you would like to revoke your proxy. This notice must be received prior to commencement of the Annual Meeting at 9:30 a.m.11:59 p.m. EDT on April 19, 2018. May 9, 2021. ● Second, you may complete and submit a new later-dated proxy by any of the methods described above under “Voting your shares registered in your name or held in ‘street name’.” The latest dated proxy actually received by the Company in accordance with the instructions for voting set forth in this Proxy Statement prior to the Annual Meeting will be the one that is counted, and all earlier proxies will be revoked. ● Third, you may attend the Annual Meeting virtually and vote in person.electronically at the meeting. Simply attending the meeting, however, will not revoke your proxy. You must vote in personelectronically at the meeting to revoke your proxy. If a broker holds your shares in “street name:”name”: If you have instructed a broker to vote your shares, you must follow the directions you receive from your broker to change or revoke your proxy with respect to those shares. If you are a 401(k) Plan holder: There are two ways in which you may revoke your instructions to the trustee and change your vote with respect to voting the shares allocated to you in the 401(k) Plan: ● First, you may send a written notice to the Company’s transfer agent, Computershare Investor Services, LLC at 7600 Grant Street, Burr Ridge, IL 60527-7275,to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, stating that you would like to revoke your instructions to Wells Fargo Bank, N.A., the trustee for the 401(k) Plan. This written notice must be received no later than 7:00 a.m.11:59 p.m. EDT on April 17, 2018,May 7, 2021, in order to revoke your prior instructions. ● Second, you may submit new voting instructions under any one of the methods described above under “Voting“Voting your shares held in the Stanley Black & Decker Retirement Account Plan.Plan”. The latest dated instructions actually received by Wells Fargo Bank, N.A., the trustee for the 401(k) Plan, in accordance with the instructions for voting set forth in this Proxy Statement, will be the ones that are counted, and all earlier instructions will be revoked. How proxies are counted Shares of the common stock represented by proxies received by the Company (whether through the return of a proxy card, by telephone or over the Internet), where the shareholder has specified his or her choice with respect to the proposals described in this Proxy Statement (including the election of directors), will be voted in accordance with the specification(s) so made. If your proxy is properly executed but does not contain voting instructions, or if you vote via telephone or the Internet without indicating how you want to vote with respect to any item, your shares will be voted as follows: ● “FOR” the election of all nominees for the Board of Directors, Directors; ● “FOR” the approval of the 2018 Omnibus Award Plan, ● “FOR” the approval, on an advisory basis, of the compensation of named executive officers, and officers; ● “FOR” the ratification of the appointment of Ernst & Young LLP as the registered independent public accounting firm for the 20182021 fiscal year. year; ● “FOR” the amendment to the Certificate of Incorporation to allow shareholders to act by written consent; ● “FOR” the amendment to the Certificate of Incorporation to eliminate supermajority vote provisions applicable to the Company under the CBCA;  77 Table of Contents ● “FOR” the amendment to the Certificate of Incorporation to eliminate supermajority vote provisions of capital stock related to approval of business combinations with interested shareholders and clarify when no shareholder vote is required; and ● “FOR” the amendment to the Certificate of Incorporation to adopt a majority voting standard in an uncontested election of directors. A valid proxy also gives the individuals named as proxies authority to vote in their discretion when voting the shares on any other matters that are properly presented for action at the Annual Meeting. A properly executed proxy marked ABSTAIN will not be voted. However, it may be counted to determine whether there is a quorum present at the Annual Meeting. If the shares you own are held in “street name” by a broker or other nominee entity, and you provide instructions to the broker or nominee as to how to vote your shares, your broker or other nominee entity, as the record holder of your shares, is required to vote your shares according to your instructions. Under the New York Stock Exchange rules, certain proposals, such as the ratification of the appointment of the Company’s independent auditors, are considered “routine” matters and brokers and other nominee entities generally may vote on such matters on behalf of beneficial owners who have not furnished voting instructions. For “non-routine” matters, brokers and other nominee entities may not vote unless they have received voting instructions from the beneficial owner. “Non-routine” matters include the election of directors the approval of the Company’s 2018 Omnibus Award Plan, and the “say“Say on pay”Pay” advisory vote. A “broker non-vote” occurs when a broker or other nominee entity does not vote on a particular proposal because it does not have authority under the New York Stock Exchange rules to vote on that particular proposal without receiving voting instructions from the beneficial owner. Broker non-votes will not be counted with respect to the matters to be acted upon but will be counted for purposes of determining whether a quorum is present at the Annual Meeting. If you hold shares in the Company through the 401(k) Plan, please note that the trust agreement governing the 401(k) Plan provides that if the trustee does not receive your voting instructions, the trustee will vote your allocated shares in the same proportion as it votes the allocated shares for which instructions are received from participants and beneficiaries of deceased participants. The trust agreement also provides that unallocated shares are to be voted by the trustee in the same proportion as it votes allocated shares for which instructions are received from participants and beneficiaries of deceased participants. Therefore, by providing voting instructions with respect to your allocated shares, you will in effect be providing instructions with respect to a portion of the unallocated shares and a portion of the allocated shares for which instructions were not provided as well. Voting of the 401(k) Plan shares by the trustee is subject to federal pension laws, which require the trustee to act as a fiduciary for 401(k) Plan participants and beneficiaries in deciding how to vote the shares. Therefore, irrespective of these voting provisions, it is possible that the trustee may decide to vote allocated shares for which it does not receive instructions (as well as unallocated shares) in a manner other than on a proportionate basis if it believes that proportionate voting would violate applicable law. The only way to ensure that the trustee votes shares allocated to you in the 401(k) Plan in accordance with your wishes is to provide instructions to the trustee in the manner set forth above. Confidential Voting All proxies, ballots and tabulations of shareholders will be kept confidential, except where mandated by law and other limited circumstances. For participants in the 401(k) Plan, your instructions to the trustee on how to vote the shares allocated to you under the 401(k) Plan will be kept confidential. Solicitation of Proxies Your proxy is solicited on behalf of the Board of Directors. The Company will pay all of the expenses of the solicitation. In addition to the distribution of the proxy material, such solicitation may be made in person or by telephone by directors, officers and employees of the Company, who will receive no additional compensation therefor. The Company has retained D.F. King & Co., Inc. to aid in the solicitation of proxies. The Company expects the additional expense of D.F. King’s assistance to be approximately $13,000.$12,000.00. The Company also will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to deliver proxy materials to beneficial owners. The Company will, upon request, reimburse these institutions for their reasonable expenses in delivering proxies and proxy material to beneficial owners. A copy of the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission for its latest fiscal year is available without charge to shareholders athttp://www.edocumentview.com/SWKwww.proxyvote.com or upon written request to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.  78 Table of Contents Householding In order to reduce printing and mailing costs and associated fees, the Company may deliver a single copy of this Proxy Statement and the Annual Report to multiple shareholders who share the same address in accordance with the Securities and Exchange Commission’s householding procedures. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, the Company will promptly deliver a copy of this Proxy Statement and the Annual Report to any shareholder at a shared address to which the Company delivered a single copy of these documents. To obtain a copy, shareholders may call the Company’s proxy solicitor, D.F. King & Co., Inc., at tel. (800) 735-3107,967-0261, write to them at 48 Wall Street, New York, New York, 10005, or write to us at Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attn:Attention: Investor Relations. Shareholders who currently receive multiple copies of the Proxy Statement and Annual Report, or Notice Regarding the Availability of Proxy Materials, at one address and would like to request “householding” of their communications in future should contact their broker, call the Company’s proxy solicitor, D.F. King & Co., Inc., at tel. (800) 735-3107,967-0261, write to them at 48 Wall Street, New York, New York, 10005, or write to us at Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attn:Attention: Investor Relations. Shareholder Proposals for the 20192022 Annual Meeting Shareholder proposals, submitted pursuant to Rule 14a-8 of the Exchange Act, intended to be presented at the Company’s 20192022 Annual Meeting must be received by the Secretary not later than November 9, 2018       for inclusion in the Proxy Statement and form of proxy relating to such meeting. A Under the Company’s current Bylaws, a shareholder who otherwise intends to make a nomination or present other business at the Company’s 20192022 Annual Meeting must comply with the Company’s Bylaws, which state, among other things, that to properly bring business before an annual meeting, a shareholder must give notice to the Secretary in proper written form, subject to certain exceptions, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date on which the Proxy Statement was first distributed relating to the immediately preceding Annual Meeting of Shareholders. Thus, a notice of a shareholder proposal for the 20192022 Annual Meeting, submitted other than pursuant to Rule 14a-8, and other than with respect to director nominees through proxy access as described below, will not be timely if received by the Secretary before       November 9, 2018 or after       December 9, 2018. Section 16(a) Beneficial Ownership Reporting Compliance Due. However, as discussed in “Item 7–Amendment of the Certificate of Incorporation to administrative oversight,Adopt a Majority Voting Standard in an Uncontested Election of Directors,” if Proposal 7 receives the requisite shareholder approval, the Board intends to amend the Bylaws to provide that a shareholder must give notice to the Secretary in proper written form, subject to certain exceptions, not less than ninety (90) days or more than one granthundred twenty (120) days prior to the immediately preceding annual meeting. If the Bylaws are so amended, then a notice of stock optionsa nomination or shareholder proposal for the 2022 Annual Meeting, submitted other than pursuant to Rule 14a-8, and one grant of restricted stock units to each of Joseph Voelker and Bruce H. Beatt were reported two days late during the first quarter of 2017. Enhanced controls and procedures the Company put in placeother than with respect to Section 16(a) filings during 2017director nominees through proxy access, must be delivered to us no earlier than       and no later than       . The Company’s Bylaws include bothproxy access provisions that permit a quarterly reviewshareholder, or group of filingsup to 20 shareholders, owning 3% or more of the outstanding shares of the Company’s common stock continuously for at least three years, to nominate and an annual reconciliationinclude in the Company’s proxy materials director nominees constituting up to two individuals or 20% of reports filedthe Board (whichever is greater), provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. Under these provisions, a required notice must be received at the Company’s principal executive offices, subject to data providedcertain exceptions, at least 120 days but no more than 150 days prior to the Company by its directors and executive officers or otherwise availableanniversary of the date on which the Proxy Statement was first mailed relating to the Company regarding their shareholdings. Based onimmediately preceding Annual Meeting. Thus, a notice with respect to proxy access for the information provided to2022 Annual Meeting will not be timely if received at the Company for this process, no other required Section 16(a) filings were filed late during 2017.Company’s principal executive offices before       or after       . Questions If you have questions about this proxy solicitation or voting, please call the Company’s proxy solicitor, D.F. King & Co., Inc. at tel. (800) 735-3107,967-0261, write to them at 48 Wall Street, New York, New York, 10005, or write to us at Stanley Black & Decker, Inc., Attention: Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053. For the Board of Directors   Janet M. Link Secretary Exhibit A The Stanley Black & Decker 2018 Omnibus Award Plan Section 1. Purpose The purposes of this Stanley Black & Decker 2018 Omnibus Award Plan (the “Plan”) are to encourage selected employees, consultants, and non-employee directors of Stanley Black & Decker, Inc. (together with any successor thereto, the “Company”) or any of its Affiliates to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its shareholders, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend. Section 2. Definitions As used in the Plan, the following terms shall have the meanings set forth below: (a) “Affiliate” shall mean (i) any entity that, directly or through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.   (b) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or Other Stock-Based Award granted under the Plan.  79   Table of Contents Appendix A RECONCILIATION OF GAAP TO NON-GAAP MEASURES USED IN THIS PROXY STATEMENT ADJUSTED DILUTED EARNINGS PER SHARE (EPS) AND ADJUSTED GROSS MARGIN RATE         Year-to-Date 2020         GAAP   Acquisition-Related Charges & Other1   Adjusted4 Gross Margin   $4,967.9   $71.2   $5,039.1 Gross Margin Rate   34.2%       34.7% Diluted EPS   $7.77   $1.27   $9.04 (c)1 “Award Agreement” shall mean any written agreement, contract, orAcquisition-related charges and other instrument or document evidencing any Award granted underrelate primarily to a cost reduction program, charges related to the Plan. An Award Agreement may be in an electronic medium. (d) “Boardextinguishment of Directors” or “Board” shall meandebt, a net loss on the Boardsales of Directors of the Company. (e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. (f) “Committee” shall mean the Compensationbusinesses, inventory step-up charges, deal costs, Security business transformation and Talent Development Committee of the Board. (g) “Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan. (h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. (i) “Fair Market Value” shall mean (i) with respect to any property other than Shares, the fair market value of such property determinedmargin resiliency initiatives, partially offset by such methods or procedures as shall be established from time to time by the Committee and (ii) with respect to Shares, the average of the high and the low pricea release of a Share as quotedcontingent consideration liability relating to the CAM acquisition and a one-time tax benefit related to a supply chain reorganization.         Year-to-Date 2019         GAAP   Acquisition-Related Charges & Other2   Adjusted4 Diluted EPS   $6.35   $2.05   $8.40 2 Acquisition-related charges and other relates primarily to restructuring, deal and integration costs, charges related to the extinguishment of debt, Security business transformation, margin resiliency initiatives, and a gain on the New York Stock Exchange Composite Tape on the date as of which fair market value is to be determined (or if not then trading on the New York Stock Exchange, on the securities exchange or over-the-counter market on which the Shares are principally trading on such date) or, if there is no trading of Shares on such date, the average of the high and the low price on the next preceding date on which there was such trading. In the event that there is no public market for Shares on the date as of which fair market value is to be determined, the fair market value of Shares shall be as determined in good faith by the Committee. (j) “Immediate family members”a sale of a Participant shall meanbusiness.         Year-to-Date 2018         GAAP   Acquisition-Related Charges & Other3   Adjusted4 Diluted EPS   $3.99   $4.16   $8.15 3 Acquisition-related charges and other relates primarily to inventory step-up, integration and consulting costs, a non-cash fair value adjustment, an environmental remediation settlement, a cost reduction program, an incremental freight charge related to a service provider’s bankruptcy, and tax charges related to the Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece,nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee’s household (other than a tenant or employee), a trust in which these persons have more than fifty percentenactment of the beneficial interest, a foundation in which these persons (or the employee) control the management of assets, and any other entity in which these persons (or the employee) own more than fifty percent of the voting interests. (k) “Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code, or any successor provision thereto. Incentive Stock Options may be granted only to Participants who meet the definition of “employees” under Section 3401(c) of the Code. (l) “Non-Employee Director” shall mean any non-employee director of the Company or of any Affiliate. (m) “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option. (n) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option, as applicable. new U.S. tax legislation.     (o)4 “Other Stock-Based Award” shall mean any right granted under Section 6(f)The adjusted 2020, 2019, and 2018 information, as reconciled to GAAP above, is considered relevant to aid analysis of the Plan. Company’s earnings results aside from the material impact of the acquisition-related and other charges. Adjusted diluted EPS and adjusted gross margin rate are non-GAAP measures of financial performance that exclude acquisition-related and other charges as described above. The Company believes adjusted diluted EPS and adjusted gross margin rate are relevant to aid analysis of the Company’s earnings results aside from the material impact of the acquisition-related and other charges.  80   (p) Table of Contents Appendix B STANLEY BLACK & DECKER, INC. PROPOSED REVISIONS TO CERTIFICATE OF INCORPORATION “Participant” shall mean any employee of, or consultant to, the Company or any Affiliate who is designated by the Committee to be granted an Award under the Plan and any Non-Employee Director of the Company who is designated by the Corporate Governance Committee to be granted an Award under the Plan.
(q)	“Performance Award” shall mean any Award granted under Section 6(d) of the Plan.
(r)	“Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.
(s)	“Prior Plans” shall mean the 2001 Plan, the 2009 Plan, and the 2013 Plan, collectively.
(t)	“Released Securities” shall mean securities that were Restricted Securities with respect to which all applicable restrictions have expired, lapsed, or been waived.
(u)	“Restricted Securities” shall mean securities covered by Awards of Restricted Stock or other Awards under which issued and outstanding Shares are held subject to certain restrictions.
(v)	“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.
(w)	“Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan.
(x)	“Shares” shall mean shares of the common stock of the Company,par value $2.50 per share, and such other securities or property as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan.
(y)	“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.
(z)	“2001 Plan” shall mean the Company’s 2001 Long-Term Incentive Plan.
(aa)	“2009 Plan” shall mean the Company’s 2009 Long-Term Incentive Plan.
(bb)	“2013 Plan” shall mean the Company’s 2013 Long-Term Incentive Plan.