Business Context and Reporting Period
This Form 8-K reports on the 2026 Annual Meeting of Shareholders held by Stanley Black & Decker, Inc. on April 24, 2026. The filing details the outcomes of shareholder votes on director elections, executive compensation, equity plans, auditor selection, and a shareholder proposal.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
- Director Elections (Proposal 1): All 11 nominees were elected. Votes ranged from approximately 122.4 million to 124.8 million "For" votes out of 155,286,429 shares outstanding.
- Executive Compensation (Proposal 2): Shareholders approved the advisory vote on named executive officer compensation with 121,994,523 "For" votes versus 3,322,929 "Against" votes.
- Equity Plan Amendment (Proposal 3): Shareholders approved the Amended and Restated 2024 Omnibus Award Plan. Key changes include:
- Authorization of 7,750,000 additional shares for issuance.
- Adjustment of the fungible ratio to 2.71 for new awards.
- Addition of a one-year minimum vesting period.
- Extension of the plan term.
- Auditor Selection (Proposal 4): Ernst & Young LLP was approved as the independent public accounting firm for the 2026 fiscal year with 134,128,391 "For" votes.
- Shareholder Proposal (Proposal 5): A proposal requesting an independent board chairman was not approved. It received 10,520,406 "For" votes against 114,479,597 "Against" votes.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, outlook, management commentary on operations, or specific risk factors. The document is limited to the procedural results of the annual meeting.
Investor Verification Checklist
- Verify the full text of the Amended and Restated 2024 Omnibus Award Plan (Exhibit 10.1) to understand the specific terms of the new vesting period and fungible ratio.
- Confirm the composition of the Board of Directors for the term expiring in 2027 based on the elected nominees.
- Review the company's proxy statement for detailed rationale regarding the rejection of the independent board chairman proposal.
- Check subsequent filings for the official appointment of Ernst & Young LLP for the 2026 fiscal year.