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 17, 2020
Stanley Black & Decker, Inc.
(Exact Name of Registrant as Specified in Charter)
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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:
| ☐ | 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:
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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 | | SWP | | 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. |
The Board of Directors (the “Board”) of Stanley Black & Decker, Inc. (the “Company”) elected Irving Tan as a director of the Company, effective February 20, 2020. Mr. Tan will serve as a member of the Board’s Audit Committee and Corporate Governance Committee. Mr. Tan 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 6, 2019.
On February 17, 2020, James H. Scholefield notified the Company that he will not stand for re-election at the Company’s 2020 Annual Meeting of Shareholders, which is expected to be held on April 17, 2020. Mr. Scholefield’s decision not to stand for re-election was not a result of a disagreement with the Company. We thank him for his service to the Company and our shareholders.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
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Exhibit Number | | | Description |
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| | 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.
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| | | | STANLEY BLACK & DECKER, INC. (Registrant) |
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Date: February 20, 2020 | | | | By: | | /s/ Janet M. Link |
| | | | Name: | | Janet M. Link |
| | | | Title: | | Senior Vice President, General Counsel and |
| | | | | | Secretary |
