UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 16, 2013
STANLEY BLACK & DECKER, INC
(Exact name of Registrant as specified in its charter)
| Connecticut | 1-5244 | 06-0548860 |
| (State of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
1000 Stanley Drive
New Britain, Connecticut 06053
(Address of principal executive offices)
Registrant’s telephone number:(860) 225-5111
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 16, 2013, the Board of Directors of the Registrant approved amendments to the Company’s Bylaws (i) to remove provisions relating to a classified Board that no longer apply (see Sections 1 and 1.A of Article III); (ii) to eliminate certain provisions adopted in connection with the Black & Decker merger relating to the responsibilities of the Chairman and the Chief Executive Officer (see Sections 2 and 3 of Article IV); and (iii) to correct a typographical error (see Section 11 of Article III). These amendments did not require shareholder approval.
The above summary is qualified in its entirety by reference to the full text of the amended provisions, which are contained in the Amended and Restated Bylaws attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Registrant’s Annual meeting of Shareholders was held on April 16, 2013.
Proposal 1: The following Directors were elected at the meeting:
| NOMINEE | VOTES | VOTES | BROKER |
| FOR | WITHHELD | NON-VOTES | |
| George W. Buckley | 122,907,592 | 5,558,783 | 10,647,637 |
| Patrick D. Campbell | 124,511,214 | 3,955,161 | 10,647,637 |
| Carlos M. Cardoso | 122,732,768 | 5,733,607 | 10,647,637 |
| Robert B. Coutts | 124,341,312 | 4,125,063 | 10,647,637 |
| Benjamin H. Griswold, IV | 122,786,030 | 5,680,345 | 10,647,637 |
| John F. Lundgren | 123,336,868 | 5,129,507 | 10,647,637 |
| Anthony Luiso | 123,840,351 | 4,626,024 | 10,647,637 |
| Marianne M. Parrs | 123,993,829 | 4,472,546 | 10,647,637 |
| Robert L. Ryan | 124,579,852 | 3,886,523 | 10,647,637 |
| Proposal 2: | The Shareholders approved the Stanley Black & Decker 2013 Long-Term Incentive Plan: |
| For | Against | Abstain | Broker Non- |
| Votes | |||
| 112,201,288 | 15,413,224 | 843,222 | 10,647,637 |
| Proposal 3: | The Shareholders approved Ernst & Young LLP as the Registrant’s registered independent public accounting firm for the 2013 fiscal year: |
| For | Against | Abstain |
| 133,600,396 | 5,104,518 | 400,644 |
| Proposal 4: | The Shareholders approved, on an advisory basis, the compensation of the Registrant’s named executive officers: |
| For | Against | Abstain | Broker Non- |
| Votes | |||
| 119,400,841 | 7,541,146 | 1,515,934 | 10,647,637 |
| Item 9.01 Financial Statements and Exhibits | ||
| (a) | Not applicable | |
| (b) | Not applicable | |
| (c) | Exhibits | |
| 3.1 | Amended and Restated Bylaws dated April 16, 2013. | |
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.
Dated: April 18, 2013
| Stanley Black & Decker, Inc. | ||
| By: | /s/Bruce H. Beatt | |
| Bruce H. Beatt | ||
| Senior Vice President, General Counsel | ||
| and Secretary | ||
Exhibit Index
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws dated April 16, 2013 |