UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) of Stanley Black & Decker, Inc. (the “Company”) was held on April 21, 2023. At the close of business on February 27, 2023, the record date for the 2023 Annual Meeting, 153,055,232 shares of common stock, $2.50 par value per share, of the Company (“common stock”) were outstanding and entitled to vote. At the 2023 Annual Meeting, 131,099,434 of the outstanding shares of common stock entitled to vote were represented by proxy or in person, constituting a quorum.
At the 2023 Annual Meeting, the Company’s shareholders voted on the following matters:
Proposal 1: The Company’s shareholders elected each of the following nominees as a director of the Company to serve for a term expiring at the Annual Meeting of Shareholders to be held in 2024 based on the following votes:
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Donald Allan, Jr. |
118,605,037 | 940,698 | 449,103 | 11,104,596 | ||||||||||||
| Andrea J. Ayers |
117,137,426 | 2,426,330 | 431,082 | 11,104,596 | ||||||||||||
| Patrick D. Campbell |
103,959,205 | 15,597,342 | 438,291 | 11,104,596 | ||||||||||||
| Debra A. Crew |
114,806,034 | 4,753,828 | 434,976 | 11,104,596 | ||||||||||||
| Michael D. Hankin |
118,191,890 | 1,359,967 | 442,981 | 11,104,596 | ||||||||||||
| Robert J. Manning |
118,205,821 | 1,348,158 | 440,859 | 11,104,596 | ||||||||||||
| Adrian V. Mitchell |
118,475,218 | 1,080,279 | 439,341 | 11,104,596 | ||||||||||||
| Jane M. Palmieri |
118,499,671 | 1,056,969 | 438,198 | 11,104,596 | ||||||||||||
| Mojdeh Poul |
118,414,468 | 1,127,764 | 452,606 | 11,104,596 | ||||||||||||
| Irving Tan |
118,472,099 | 1,083,640 | 439,099 | 11,104,596 | ||||||||||||
Proposal 2: The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers based on the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 108,439,510 | 10,846,273 | 709,055 | 11,104,596 |
Proposal 3: The Company’s shareholders approved, on an advisory basis, holding future advisory votes on named executive officer compensation every year based on the following votes:
| One Year |
Two Years |
Three Years |
Abstain | |||
| 117,020,492 | 161,253 | 2,341,896 | 471,197 |
Based on the results of this advisory vote and consistent with the recommendation of the Board of Directors, the Board of Directors determined that the Company will hold a shareholder advisory vote to approve the compensation of the Company’s named executive officers every year until the next vote on the frequency of such advisory votes to occur no later than the Company’s Annual Meeting of Shareholders to be held in 2029.
Proposal 4: The Company’s shareholders approved the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the 2023 fiscal year based on the following votes:
| For |
Against |
Abstain | ||
| 114,749,486 | 15,985,620 | 364,328 |
Proposal 5: The Company’s shareholders did not approve the shareholder proposal regarding shareholder ratification of termination pay based on the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 15,351,047 | 104,184,355 | 459,436 | 11,104,596 |
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. | ||||||
| Date: April 27, 2023 | By: | /s/ Janet M. Link | ||||
| Name: | Janet M. Link | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||