Stanley Black & Decker : Amended and Restated Proxy Statement

Published: 2025-03-21 10:47:24 ET SWK

EXPLANATORY NOTE

On March 7, 2025, Stanley Black & Decker, Inc. (the ''Company'') filed with the U.S. Securities and Exchange Commission its Definitive Proxy Statement on Schedule 14A for its Annual Meeting of Shareholders (the "Original Proxy Statement") to be held on April 25, 2025 (the ''Annual Meeting''). The Company is filing this amended and restated Proxy Statement solely to correct an inadvertent clerical error in the audit fees billed by Ernst & Young, the Company's registered independent public accounting firm, for fiscal year 2024 as reported in the Original Proxy Statement. There are no other changes to the Original Proxy Statement. The full text of the amended and restated Proxy Statement follows:

I would like to personally thank you for your continued investment in our Company.

Dear Fellow Shareholder:

Donald Allan, Jr.

President &

Chief Executive Oﬃcer

You are cordially invited to attend the Annual Meeting of Shareholders of Stanley Black & Decker, Inc. (''Stanley Black & Decker'' or the ''Company'') to be held at 9:30 a.m. EDT on April 25, 2025, which will be held online at www.virtualshareholdermeeting.com/SWK2025 via a virtual Annual Meeting platform that will allow shareholders to participate and submit questions. For further information about how to participate in the Annual Meeting, please see the ''Participation in the virtual Annual Meeting'' section of this Proxy Statement.

This document includes the Notice of Annual Meeting of Shareholders, a letter from the Chair of our Board of Directors and the Proxy Statement. The Proxy Statement describes the business to be conducted at the Annual Meeting and provides other important information about the Company that you should be aware of when you vote your shares.

In our 2025 letter to our shareholders, which is included in our Annual Report, we describe our vision and purpose, strategic initiatives and our financial performance. We are committed to providing our shareholders with long-term value, and we hope that you will find the letter and Annual Report informative. I would like to personally thank you for your continued investment in our Company.

We appreciate and encourage your participation. Whether or not you plan to attend the meeting, your vote is important to us, and we hope that your shares will be represented. PLEASE VOTE BY TELEPHONE OR ON THE INTERNET, OR RETURN A PROPERLY

COMPLETED PROXY CARD, AT YOUR EARLIEST CONVENIENCE TO ENSURE YOUR PARTICIPATION AT THE MEETING.

Very truly yours,

Donald Allan, Jr.

President & Chief Executive Officer

March 7, 2025

2025 PROXY STATEMENT

March 7, 2025

Dear Fellow Shareholder:

On behalf of Stanley Black & Decker's Board of Directors (the ''Board''), I look forward to welcoming you to our 2025 Annual Meeting of Shareholders. In advance of our meeting, and reflecting on our achievements in 2024, I write to share more about the Board's continuing commitment to overseeing the Company with integrity and strong corporate governance practices to generate long-term value for all our shareholders.

Actively Engaging with Our Shareholders

During 2024, management, members of our Board and I, as Board Chair, participated in valuable discussions with shareholders regarding several key matters including the Company's strategy, Board composition and skill set, human capital management, risk management, sustainability strategy and executive compensation. The Company invited shareholders representing approximately 60% of its shares outstanding to participate in such discussions and continues to maintain an open dialogue with its shareholders. Shareholders representing greater than 40% of outstanding shares either accepted the Company's invitation to have a formal discussion or replied indicating they were satisfied with recent engagement and an additional meeting was not required. I greatly appreciate the opportunity to hear our shareholders' perspectives, which we share with the rest of the Board and with management and incorporate into our discussions and decision-making.

Oversight of Strategic Business

Transformation, Risk and Culture

Don Allan articulated the Company's strategic business transformation plan when he assumed the role of President & Chief Executive Officer in 2022, and the Company continued to meet the plan's milestones in 2024. The Board plays a critical role in overseeing this strategy. In nearly every Board meeting and executive session, we discuss this strategy and the Company's progress in achieving its transformation and strategic goals, allowing us to challenge assumptions, oversee capital deployment and offer alternative perspectives based on the insights and collective, varied experience of our directors.

The Corporate Governance Committee annually reviews and confirms that the Board and each of its committees maintains the experience and skills needed to adequately oversee the Company, including through review of the results of our annual Board and committee evaluation process. Our Audit Committee works closely with our external auditors, financial management and legal counsel to oversee the Company's financial, product safety, compliance and other risks. The Compensation and Talent Development Committee reviews executive compensation so that the Company can incentivize ethical, accountable leadership that balances short-term results with long-term, sustainable growth and, together with the full Board, regularly engages with senior management regarding a range of human capital management issues.

Letter to Shareholders from the Chair of Our Board

The Finance and Pension Committee works closely with management to be proactive regarding the Company's capital structure to manage short-term liquidity as well as long-term financial resilience.

Board Composition & Succession

In October 2024, as part of our ongoing commitment to providing the appropriate mix of skills, perspectives and experiences on the Board, we welcomed John L. Garrison, Jr. as an independent director. John most recently served as Chairman, President and Chief Executive Officer of Terex Corporation until his retirement in 2024 and has more than 30 years of experience successfully executing multi-level transformations in various industries. John's extensive experience leading large-scale and complex global operations as well as his track record of developing and implementing financial and human capital strategies and transformation processes provide valuable insight to the Board as the Company intensifies its focus on accelerating organic growth with margin expansion to drive long-term shareholder returns. Including John's appointment, five of the independent director nominees were first appointed in the last four years. I would like to thank Mojdeh Poul for her service as a director. Mojdeh has taken on a new CEO role and is not standing for re-election because the terms of her new employment limit service on outside boards. We are grateful to her for her many contributions and wise counsel.

Our Board reflects the varied set of experiences, perspectives and skills necessary to position the Company for the future.

My fellow directors and I value your ongoing investment in the Company and thank you for the confidence you have placed in us.

Sincerely

Andrea J. Ayers

Chair of the Board

2025 PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

The Annual Meeting of Shareholders (the ''Annual Meeting'') of Stanley Black & Decker, Inc. (the ''Company'') will be held virtually at www.virtualshareholdermeeting.com/SWK2025 on April 25, 2025, at 9:30 a.m. EDT for the following purposes:

To approve, on an advisory basis, the compensation of the Company's named

executive officers;

To approve the selection of Ernst & Young LLP as the Company's

registered

independent public accounting firm for fiscal year 2025; and

To transact such other business as may properly come before the Annual Meeting

or any adjournment or postponement thereof.

Meeting

Information

DATE:

Friday, April 25, 2025

TIME:

9:30 a.m. EDT

PLACE:

Live webcast at: www.virtualshareholdermeeting.com /SWK2025

RECORD DATE:

Close of Business on

February 28, 2025

Shareholders of record at the close of business on February 28, 2025, are entitled to vote at the Annual Meeting and any adjournment or postponement thereof. This Proxy Statement, the Annual Report, and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials, will first be mailed or made available to our shareholders on or about March 7, 2025. During the Annual Meeting, shareholders may view the list of shareholders entitled to notice of the meeting by visiting www.virtualshareholdermeeting.com/SWK2025.

Janet M. Link

Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 25, 2025:

This Proxy Statement, together with the Proxy Card and our Annual Report, are available at www.proxyvote.com.

March 7, 2025

2025 PROXY STATEMENT

TABLE OF CONTENTS

12 Board Leadership Structure

22 AUDIT COMMITTEE REPORT

29 COMPENSATION DESIGN

44 2024 EXECUTIVE COMPENSATION

44 SUMMARY COMPENSATION TABLE

46 GRANTS OF PLAN-BASED AWARDS TABLE

48 OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

73 APPENDIX A-INFORMATION CONCERNING AND RECONCILIATION OF GAAP TO NON-GAAP MEASURES USED IN THIS PROXY STATEMENT

STANLE Y BL ACK & DECKER

2025 PROXY STATEMENT i

2025

PROXY STATEMENT

PROXY STATEMENT FOR THE APRIL 25, 2025 ANNUAL MEETING OF SHAREHOLDERS

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Proxy Statement contains ''forward-looking statements'' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are ''forward- looking statements'' for purposes of federal and state securities laws, including, but not limited to, any goals, projections or guidance of earnings, income, revenue, margins, costs or sales, sales growth, profitability or other financial items; any statements of the plans, strategies and objectives of management for future operations, including expectations around the Company's ongoing transformation; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements concerning future dividends or share repurchases; any statements relating to initiatives concerning environmental, social and governance matters; any statements of belief, plans, intentions or expectations; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include, among others, the words ''may,'' ''will,'' ''estimate,'' ''intend,'' ''could,'' ''project,'' ''plan,'' ''continue,'' ''believe,'' ''expect,'' ''anticipate,'' ''run-rate,'' ''annualized,'' ''on-track,'' ''commit,'' ''goal,'' ''target,'' ''design,'' ''position'' or ''positioning,'' ''guidance,'' ''aim'' or any other similar words, as well as statements regarding our focus for the future. Each of the forward-looking statements we make in this Proxy Statement involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that might cause the Company's actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in its forward-looking statements include, but are not limited to, changes in macroeconomic conditions, including interest rates; changes in trade-related regulations and restrictions such as import and export controls and tariffs and the Company's ability to predict the timing and extent of such regulations, restrictions and tariffs; the Company's ability to successfully assess the impact of, and mitigate or respond to, such macroeconomic or trade and tariff changes, including, obtaining price increases from customers, repositions of supply chain, reprioritizing resources and successful government engagement efforts; changes in customer preferences and demand; changes in technology; and those set forth in the Company's Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, including under the headings ''Risk Factors,'' ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' and in the Consolidated Financial Statements and the related Notes, and other filings with the Securities and Exchange Commission (''SEC''). Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this Proxy Statement. The Company does not undertake any obligation or intention to update or revise any forward-looking statements, whether as a result of future events or circumstances, new information or otherwise, except as required by law. Any standards of measurement and performance made in reference to our sustainability and social plans and goals are developing and based on assumptions that continue to evolve, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation or prospect can or will be achieved. The inclusion of any information related to our sustainability and social goals and initiatives is not an indication that such information is material under the standards of the SEC.

WEBSITE REFERENCES

This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials, including the information on the Company's website, as may be referenced in this Proxy Statement, are provided for convenience only and not, and are not intended to be, part of this Proxy Statement and are not incorporated by reference herein.

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the ''Board of Directors'' or the ''Board'') of Stanley Black & Decker, Inc. (the ''Company,'' ''we,'' ''us'' or ''our''), a Connecticut corporation, to be voted at the 2025 Annual Meeting, and any adjournment or postponement thereof (the ''Annual Meeting''), to be held on the date, at the time and place, and for the purposes set forth in the foregoing Notice of Annual Meeting (the ''Notice''). No business may be transacted at the Annual Meeting other than the business specified in the Notice, business properly brought before the Annual Meeting at the direction of the Board of Directors and business properly brought before the Annual Meeting by a shareholder who has properly given notice to the Company's Secretary under our Bylaws. Management does not know of any matters to be presented at the Annual Meeting other than the matters described in this Proxy Statement. If, however, other business is properly presented at the Annual Meeting, the proxy holders named in the accompanying proxy will vote the proxy in their discretion.

ii 2025 PROXY STATEMENT

STANLE Y BL ACK & DECKER

2025 PROXY STATEMENT

2025 PROXY SUMMARY

This summary highlights information regarding voting proposals contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting

Information

DATE AND TIME

Friday, April 25, 2025 9:30 a.m. EDT

PLACE

Live webcast: www.virtualshareholdermeeting.com /SWK2025

RECORD DATE:

Close of Business on

February 28, 2025

Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

This Proxy Statement, the accompanying Notice of the Annual Meeting and the enclosed proxy card are first being mailed or made available to our shareholders on or about March 7, 2025.

Voting in advance of the meeting

OVER THE INTERNET

BY TELEPHONE

BY MAIL

www.proxyvote.com

1-800-690-6903

Complete and return the proxy

card or voting instruction form

mailed to you.

Voting Matters and Vote Recommendation

Board

For

Proposal

Recommendation

More Details

Election of nine directors

FOR

see page 1

EACH NOMINEE

Approve, on an advisory basis, the

compensation of the Company's

FOR

see page 66

named executive officers

Approve the selection of Ernst & Young

LLP as the Company's registered

FOR

see page 67

independent public accounting firm for

fiscal year 2025

Transact other business that may properly come before the meeting or any

STANLE Y BL ACK & DECKER

2025 PROXY STATEMENT iii

2025

PROXY STATEMENT

OUR 2024 HIGHLIGHTS

WHO WE ARE AND HOW WE OPERATE

Stanley Black & Decker, Inc., an S&P 500 company, was founded in 1843 by Frederick T. Stanley and incorporated in Connecticut in 1852. In March 2010, the Company completed a merger with The Black & Decker Corporation, a company founded by

S. Duncan Black and Alonzo G. Decker and incorporated in Maryland in 1910. At that time, the Company changed its name from The Stanley Works to Stanley Black & Decker, Inc. The Company is a global provider of hand tools, power tools, outdoor products and related accessories, as well as a leading provider of engineered fastening solutions.

Stanley Black & Decker was successful across its key focus areas in 2024 with continued gross margin expansion, strong free cash flow* generation supporting balance sheet strength as well as making new investments aimed at driving organic growth* and market share gains. In 2024, the Company delivered revenue growth and share gain momentum in DEWALT and within portions of Engineered Fastening. The Company leveraged its supply chain transformation to deliver on key financial milestones, including gross margin rate of 29.4% and 30.0% adjusted gross margin*, $1.1 billion cash from operating activities, $753 million of free cash flow* and $1.1 billion of total debt reduction. The Global Cost Reduction Program, which is expected to conclude at the end of 2025 and deliver $2 billion of pre-tax run-rate savings, aims to optimize the cost base to fund investments designed to accelerate organic growth*. Stanley Black & Decker is built on the strength of its people, iconic brands and a powerful innovation engine. By accelerating its growth culture with operational excellence at its core, the Company believes it is positioned to deliver improved organic growth*, margins and cash flow to support strong long-term shareholder returns. The Company's primary areas of multi-year strategic focus remain unchanged:

Advancing innovation, electrification and global market penetration to achieve mid-single digit organic revenue growth* (2 to 3 times the market);

Streamlining and simplifying the organization, and investing in initiatives that more directly impact the Company's customers and end users;

Returning adjusted gross margins* to historical 35%+ levels by accelerating our operations and supply chain transformation to improve fill rates and better match inventory with customer demand; and

Prioritizing cash flow generation and inventory optimization.

The Company's business transformation is intended to drive strong financial performance over the long term (beyond 2027):

Mid-Single Digit Organic Revenue Growth* (2 to 3 times the market);

>35% to 37% Adjusted Gross Margins*;

Adjusted EBITDA* at Mid to High Teens % of Sales;

Free Cash Flow* equal to, or exceeding, net income;

Cash Flow Return On Investment (''CFROI'')**≥Mid-Teens; and

Solid Investment Grade

Credit Rating

In terms of capital allocation, the Company remains committed, over time, to returning excess capital to shareholders through a strong and growing dividend as well as a preference toward opportunistic share repurchases. In the near term, the Company intends to direct any capital in excess of the quarterly dividend on its common stock toward debt reduction and internal growth investments.

iv 2025 PROXY STATEMENT

STANLE Y BL ACK & DECKER

KEY BUSINESS PERFORMANCE HIGHLIGHTS

For additional information, refer to the Annual Report that accompanies this Proxy Statement.

During 2024, the Company continued to make significant progress against its strategic priorities and delivered the following results:

Recorded total revenue of $15.4 billion, down 3% versus prior year as flat organic revenue,* led by growth in DEWALT as well as aerospace fasteners, was more than offset by Infrastructure divestiture (-2%) and currency (-1%).

The Company continued executing a series of initiatives that are expected to generate $2 billion of pre-tax run-rate cost savings by the end of 2025. During 2024, and since the inception of the Global Cost Reduction Program in mid-2022, the Company has generated approximately $0.5 billion and $1.5 billion, respectively, of pre-tax run-rate cost savings driven by the supply chain transformation, lower headcount and indirect spend reductions. This resulted in the full year gross margin rate of 29.4% and adjusted gross margin rate* of 30.0% and the fourth quarter gross margin rate of 30.8% and adjusted gross margin rate* of 31.2%.

GAAP earnings (loss) per share from continuing operations was $1.89 in 2024 compared to $(1.88) in 2023. Excluding certain gains and charges, adjusted EPS** from continuing operations was $4.36 in 2024 compared to $1.45 in 2023.

Net earnings from continuing operations was $286.3 million, or 1.9% of sales, versus a net loss from continuing operations of (1.8%) of sales in the prior year. 2024 EBITDA* was approximately $1.2 billion, or 7.5% of sales, versus approximately $0.6 billion, or 3.9% of sales, in the prior year. 2024 Adjusted EBITDA* was approximately $1.6 billion, or 10.1% of sales, versus approximately $1.1 billion, or 7.2% of sales, in the prior year.

The Company generated cash from operating activities in 2024 of $1.1 billion compared to $1.2 billion in 2023 and Free Cash Flow* of $753 million in 2024 compared to $853 million in 2023 as higher earnings were more than offset by lower cash flows from working capital due to the significant inventory reduction in 2023.

The Company completed the divestiture of STANLEY Infrastructure for net proceeds of $728.5 million, which furthers the simplification of the Company's portfolio, as well as the Company's commitment to maximizing shareholder value through active portfolio management.

This strong cash flow advanced the Company's capital allocation priorities and supported approximately $1.1 billion of debt reduction in 2024, as well as a modest increase to the dividend to $0.82 per share in July 2024.

2025 PROXY STATEMENT

$15.4B

FY24 TOTAL REVENUE

29.4%

30.0%

FY24 GROSS

FY24

MARGIN RATE

ADJUSTED

+450 BASIS

GROSS

POINTS VPY

MARGIN*

+400 BASIS

POINTS VPY

$1.5B

PRE-TAX RUN-RATE SAVINGS SINCE THE INCEPTION OF THE GLOBAL COST REDUCTION PROGRAM IN MID-2022

$1.1B

$753M

FY24 CASH

FY24 FREE

FROM

CASH FLOW*

OPERATING

ACTIVITIES

$1.1B

TOTAL DEBT REDUCTION

IN 2024

$286.3M

$1.6B |

| 1.9%

10.1%

NET EARNINGS

ADJUSTED

AND % OF

EBITDA* $

SALES IN 2024

AND % OF

+370 BASIS

SALES IN 2024

POINTS VPY

+290 BASIS

POINTS VPY

STANLE Y BL ACK & DECKER

2025 PROXY STATEMENT v

2025

PROXY STATEMENT

BOARD SKILLS AND QUALIFICATIONS

In evaluating candidates, including existing Board members, the Corporate Governance Committee aims to create a Board comprised of members who are positioned to best serve the needs of the Company and its shareholders. The following reflects certain information with respect to our director nominees named in this Proxy Statement. In addition, each candidate is evaluated by the Corporate Governance Committee based on the criteria set forth under ''Board of Directors'' on page 9.

Senior Leadership

Business Operations

Risk & Resilience Management

Strategic Development

Experience

Current Executive

Finance/Accounting/

Risk Management

Product Development

(Non-Public Company CEO)

Capital Allocation

Public Company

Legal/Regulatory/

CEO Experience

Cybersecurity Experience

Digital

Government Aﬀairs

(Current and Former)

Manufacturing/Logistics/

Sustainability and

Supply Chain/

Innovation/Technology

Climate-Related Risk

Global Operations

Sales/Marketing/Brand

Strategic Transformation

Management

TOTAL NOMINEES

67%

OF DIRECTOR NOMINEES HAVE CEO EXPERIENCE

90%

INDEPENDENT

INDEPENDENT DIRECTOR

DIRECTOR NOMINEES

NOMINEES WERE ADDED

Fully Independent Audit,

IN PAST 4 YEARS

Governance, Compensation

Independent Chair or Independent

and Finance Committees

Lead Director Since 2000

4.9

YEARS

AVERAGE TENURE

AVERAGE AGE

Tenure

<1 year

1-5 years ≥6 years

vi 2025 PROXY STATEMENT

STANLE Y BL ACK & DECKER

Disclaimer

Stanley Black & Decker Inc. published this content on March 21, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 21, 2025 at 14:46:10.399.