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): February 18, 2022 (February 16, 2022)
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 18, 2022, Stanley Black & Decker, Inc. (the “Company”) announced that George W. Buckley, the Independent Chair of the Board of Directors (the “Board”), will retire from the Board effective at the Annual Meeting, which is expected to be on April 22, 2022, in accordance with the Company’s Corporate Governance Guidelines, which state that the retirement of a Director should normally occur at the end of the term in which he or she becomes 75 years of age, unless otherwise authorized by the Board. Mr. Buckley’s resignation was not the result of any disagreement with the Company. The Board has elected Andrea J. Ayers, a current director, to begin serving as Independent Chair of the Board upon Mr. Buckley’s retirement.
On February 16, 2022, the Board elected Adrian V. Mitchell as a director of the Company. Mr. Mitchell will serve as a member of the Board’s Corporate Governance Committee and Audit Committee. Mr. Mitchell will participate in the compensation program for non-employee directors as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 29, 2021.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
No. | Document Description | |
99.1 | Press Release dated February 18, 2022 | |
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Stanley Black & Decker, Inc. | ||
By: | /s/ Janet M. Link | |
Name: | Janet M. Link | |
Title: | Senior Vice President, General Counsel and Secretary |
Dated: February 18, 2022