UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 11, 2024, Irving Tan informed the board of directors (the “Board”) of Stanley Black & Decker, Inc. (the “Company”) of his decision not to stand for re-election as a director of the Company at the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”). Mr. Tan has recently been named the forthcoming Chief Executive Officer of Western Digital Corp., the standalone hard disk drives business that will exist following Western Digital Corp.’s separation of its hard disk drives and flash-based products businesses. Mr. Tan will continue to serve on the Board until the time of the 2024 Annual Meeting. Mr. Tan’s decision to depart from the Board is in response to Western Digital Corp.’s request that he focus his attention on his new Chief Executive Officer role and did not involve any disagreements with the Company regarding any matter related to its operations, policies or practices.
The Board intends to reduce the size of the Board to nine members following the departure of Mr. Tan.
Mr. Tan had been included as a nominee of the Board in the Company’s definitive proxy statement and proxy card for the 2024 Annual Meeting. In light of his anticipated departure from the Board, Mr. Tan is no longer standing for re-election to the Board at the 2024 Annual Meeting, and the Company’s proxy materials are hereby deemed amended to remove Mr. Tan as a nominee for the 2024 Annual Meeting. The Company’s slate of nominees otherwise remains unchanged. Previously voted proxies remain valid, other than with respect to Mr. Tan as he is no longer standing for re-election, and the Company’s shareholders eligible to vote at the 2024 Annual Meeting may continue to use their proxy cards to vote their shares as to the Board’s remaining nominees and the other matters being voted on at the 2024 Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STANLEY BLACK & DECKER, INC. | ||||||
| Date: April 12, 2024 | ||||||
| By: | /s/ Janet M. Link | |||||
| Name: | Janet M. Link | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||