UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 10, 2021
Stanley Black & Decker, Inc.
(Exact Name of Registrant as Specified in its Charter)
Connecticut | 1-5224 | 06-0548860 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1000 Stanley Drive, New Britain, Connecticut | 06053 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (860) 225-5111
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock - $2.50 Par Value per Share | SWK | New York Stock Exchange | ||
Corporate Units | SWT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 | Amendment to the Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 12, 2021, the Board of Directors of Stanley Black & Decker, Inc. (the “Company”) approved an amendment to the Restated Certificate of Incorporation (the “Amendment to the Restated Certificate of Incorporation”) to 1) allow shareholders to act by written consent; 2) eliminate supermajority vote provisions applicable to the Company under the Connecticut Business Corporation Act; 3) 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 4) adopt a majority voting standard in an uncontested election of Directors (the “Charter Amendment”).
The Charter Amendment was previously approved by the Board of Directors (the “Board”) of the Company, subject to shareholder approval, and approved by the Company’s shareholders at the Annual Meeting, as further described in Item 5.07 below. Following such approvals, the Charter Amendment became effective upon the filing of the Amendment to the Restated Certificate of Incorporation with the Secretary of the State of the State of Connecticut on May 12, 2021.
Additionally, on May 12 the Board approved an amendment to the current Bylaws of the Company (the “Amended and Restated Bylaws”), following the shareholder approval of the Charter Amendment. The Amended and Restated Bylaws reflect corresponding changes as a result of the Charter Amendment, including certain changes related to the process and procedures for the ability of shareholders to call special meetings consistent with the process and procedures for the ability of shareholders to act by written consent and a director resignation policy if a director fails to receive the support of a majority of votes cast in an uncontested election. In addition, the Amended and Restated Bylaws updated the advance notice provision with additional information requirements. The Amended and Restated Bylaws became effective as of May 12, 2021.
The foregoing description of the amendments to the Restated Certificate of Incorporation and Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to the Restated Certificate of Incorporation and the Amended and Restated Bylaws. Copies of the Amendment to the Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting of Shareholders held on May 10, 2021, the shareholders took the following actions:
• | Elected each director nominated to serve until the 2022 Annual Meeting |
• | Approved the compensation of the named executive officers on an advisory basis |
• | Approved the selection of Ernst & Young LLP as the Registered Independent Public Accounting Firm for fiscal year 2021 |
• | Approved an amendment to the Certificate of Incorporation to allow shareholders to act by written consent |
• | Approved amendments to the Certificate of Incorporation to eliminate supermajority vote provisions applicable to the Company under the Connecticut Business Corporation Act and for approval of certain business combinations |
• | Approved an amendment to the Certificate of Incorporation to permit majority voting for the election of directors |
Proposal 1: The following Directors were elected at the meeting based on the following votes:
Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
Andrea J. Ayers | 129,525,891 | 1,327,230 | 160,631 | 8,495,715 | ||||||||||||
George W. Buckley | 113,576,436 | 17,272,908 | 164,408 | 8,495,715 | ||||||||||||
Patrick D. Campbell | 104,250,024 | 26,590,051 | 173,677 | 8,495,715 | ||||||||||||
Carlos M. Cardoso | 127,947,155 | 2,877,870 | 188,727 | 8,495,715 | ||||||||||||
Robert B. Coutts | 127,325,373 | 3,505,204 | 183,175 | 8,495,715 | ||||||||||||
Debra A. Crew | 129,160,890 | 1,696,357 | 156,505 | 8,495,715 | ||||||||||||
Michael D. Hankin | 130,194,273 | 646,214 | 173,265 | 8,495,715 | ||||||||||||
James M. Loree | 129,707,383 | 1,157,607 | 148,762 | 8,495,715 | ||||||||||||
Jane M. Palmieri | 130,431,196 | 427,775 | 154,781 | 8,495,715 | ||||||||||||
Mojdeh Poul | 130,374,967 | 446,361 | 192,424 | 8,495,715 | ||||||||||||
Dmitri L. Stockton | 128,520,197 | 2,315,624 | 177,931 | 8,495,715 | ||||||||||||
Irving Tan | 129,770,832 | 1,067,460 | 175,460 | 8,495,715 |
Proposal 2: The Shareholders approved, on an advisory basis, the compensation of the Registrant’s named executive officers based on the following votes:
For | Against | Abstain | Broker Non-Votes | |||
122,399,382 | 8,223,615 | 390,755 | 8,495,715 |
Proposal 3: The Shareholders approved Ernst & Young LLP as the Registrant’s registered independent public accounting firm for the 2021 fiscal year based on the following votes:
For | Against | Abstain | ||
132,281,228 | 7,082,734 | 145,505 |
Proposal 4: The Shareholders approved the proposal to amend the Certificate of Incorporation to allow shareholders to act by written consent based on the following votes:
For | Against | Abstain | Broker Non-Votes | |||
130,295,200 | 461,330 | 257,222 | 8,495,715 |
Proposal 5: The Shareholders approved the proposal to amend the Certificate of Incorporation to eliminate supermajority vote provisions applicable to the Company under the Connecticut Business Corporation Act based on the following votes:
For | Against | Abstain | Broker Non-Votes | |||
130,105,559 | 640,042 | 268,151 | 8,495,715 |
Proposal 6: The Shareholders approved the proposal to amend 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 based on the following votes:
For | Against | Abstain | Broker Non- Votes | |||||
Common Shares | 130,055,101 | 682,787 | 275,864 | 8,495,715 | ||||
Preferred Shares | 972,987 | 140 | 385 | 0 |
Proposal 7: The Shareholders approved the proposal to amend the Certificate of Incorporation to adopt a majority voting standard in an uncontested election of Directors based on the following votes:
For | Against | Abstain | Broker Non-Votes | |||
130,229,033 | 556,914 | 227,805 | 8,495,715 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit Number | Description | |
3.1 | Amendment to the Restated Certificate of Incorporation, effective May 12, 2021. | |
3.2 | Amended and Restated Bylaws, effective May 12, 2021. | |
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STANLEY BLACK & DECKER, INC. (Registrant) | ||||||
Date: May 13, 2021 | By: | /s/ Janet M. Link | ||||
Name: | Janet M. Link | |||||
Title: | Senior Vice President, General Counsel and Secretary |