Stanley Black & Decker (SWK) 8-K Submission of Matters to a Vote of Security Holders

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): April 17, 2020

Stanley Black & Decker, Inc.

(Exact Name of Registrant as Specified in 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:

☐ 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	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.  ☐

5.07 Submission of Matters to a Vote of Security Holders

The Registrant’s Annual Meeting of Shareholders was held on April 17, 2020.    

Proposal 1: The following Directors were elected at the meeting based on the following votes:    

Nominee	For		Against		Abstain		Broker Non- Votes
Andrea J. Ayers		111,040,776		7,098,052		96,915		11,079,131
George W. Buckley		114,892,620		3,230,588		112,535		11,079,131
Patrick D. Campbell		110,703,461		7,428,266		104,016		11,079,131
Carlos M. Cardoso		114,965,405		3,160,214		110,124		11,079,131
Robert B. Coutts		114,907,163		3,223,002		105,578		11,079,131
Debra A. Crew		115,072,356		3,064,546		98,841		11,079,131
Michael D. Hankin		117,881,018		243,793		110,932		11,079,131
James M. Loree		117,814,836		311,029		109,878		11,079,131
Dmitri L. Stockton		114,545,851		3,585,500		104,392		11,079,131
Irving Tan		117,826,898		304,807		104,038		11,079,131

Proposal 2: The Shareholders approved, on an advisory basis, the compensation of the Registrant’s named executive officers based on the following votes:

For	Against	Abstain	Broker  Non-Votes
112,292,429	5,681,291	262,023	11,079,131

Proposal 3: The Shareholders approved Ernst & Young LLP as the Registrant’s registered independent public accounting firm for the 2020 fiscal year based on the following votes:

For	Against	Abstain
121,832,554	7,363,096	119,224

Proposal 4: The Shareholders approved the non-binding shareholder proposal regarding action by written consent based on the following votes:

For	Against	Abstain	Broker Non- Votes
60,166,325	57,754,604	314,814	11,079,131

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.                 (Registrant)
Date: April 21, 2020	By:	/s/ Janet M. Link
	Name:	Janet M. Link
	Title:	Senior Vice President, General Counsel and Secretary