Stanley Black & Decker Files Definitive Proxy Statement

Ticker: SWK · Form: DEF 14A · Filed: Mar 8, 2024 · CIK: 93556

Stanley Black & Decker, Inc. DEF 14A Filing Summary
FieldDetail
CompanyStanley Black & Decker, Inc. (SWK)
Form TypeDEF 14A
Filed DateMar 8, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$2.0 billion, $15.8 b, $835 million, $1.0 b, $2 billion
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Executive Compensation, Corporate Governance, Shareholder Voting, Stanley Black & Decker

TL;DR

<b>Stanley Black & Decker filed its Definitive Proxy Statement on March 8, 2024, detailing executive compensation and corporate governance for the period ending April 26, 2024.</b>

AI Summary

STANLEY BLACK & DECKER, INC. (SWK) filed a Proxy Statement (DEF 14A) with the SEC on March 8, 2024. Stanley Black & Decker, Inc. (SWK) filed a Definitive Proxy Statement (DEF 14A) on March 8, 2024. The filing covers the period ending April 26, 2024. The company's fiscal year ends on December 30. Stanley Black & Decker is classified under SIC code 3420 (Cutlery, Handtools & General Hardware). The filing includes details on executive compensation, including equity awards and pension benefits for 2023.

Why It Matters

For investors and stakeholders tracking STANLEY BLACK & DECKER, INC., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions on proposals at the upcoming annual meeting. The DEF 14A provides transparency into the company's financial performance and strategic direction as reflected in executive pay and board recommendations.

Risk Assessment

Risk Level: low — STANLEY BLACK & DECKER, INC. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than an event-driven filing that might signal higher risk.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to inform their voting strategy for the upcoming annual meeting.

Key Numbers

  • 2024-03-08 — Filing Date (DEF 14A filing date)
  • 2024-04-26 — Period of Report (Conformed period of report)
  • 1230 — Fiscal Year End (Company's fiscal year end)
  • 3420 — SIC Code (Standard Industrial Classification)

Key Players & Entities

  • STANLEY BLACK & DECKER, INC. (company) — Filer name
  • SWK (company) — Ticker symbol
  • DEF 14A (document) — Filing type
  • 2024-03-08 (date) — Filing date
  • 2024-04-26 (date) — Period of report
  • 0000093556 (company) — Central Index Key
  • 3420 (industry) — Standard Industrial Classification
  • CT (location) — State of incorporation

FAQ

When did STANLEY BLACK & DECKER, INC. file this DEF 14A?

STANLEY BLACK & DECKER, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by STANLEY BLACK & DECKER, INC. (SWK).

Where can I read the original DEF 14A filing from STANLEY BLACK & DECKER, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by STANLEY BLACK & DECKER, INC..

What are the key takeaways from STANLEY BLACK & DECKER, INC.'s DEF 14A?

STANLEY BLACK & DECKER, INC. filed this DEF 14A on March 8, 2024. Key takeaways: Stanley Black & Decker, Inc. (SWK) filed a Definitive Proxy Statement (DEF 14A) on March 8, 2024.. The filing covers the period ending April 26, 2024.. The company's fiscal year ends on December 30..

Is STANLEY BLACK & DECKER, INC. a risky investment based on this filing?

Based on this DEF 14A, STANLEY BLACK & DECKER, INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than an event-driven filing that might signal higher risk.

What should investors do after reading STANLEY BLACK & DECKER, INC.'s DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to inform their voting strategy for the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does STANLEY BLACK & DECKER, INC. compare to its industry peers?

Stanley Black & Decker operates in the tools and hardware industry, a sector characterized by consumer and industrial demand for durable goods.

Are there regulatory concerns for STANLEY BLACK & DECKER, INC.?

As a publicly traded company, Stanley Black & Decker is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

Industry Context

Stanley Black & Decker operates in the tools and hardware industry, a sector characterized by consumer and industrial demand for durable goods.

Regulatory Implications

As a publicly traded company, Stanley Black & Decker is subject to SEC regulations, including the requirement to file proxy statements for shareholder meetings.

What Investors Should Do

  1. Review the detailed executive compensation tables for named executive officers.
  2. Analyze any proposals being put forth for shareholder vote, such as director elections or advisory resolutions.
  3. Note the company's fiscal year-end date for financial reporting context.

Key Dates

  • 2024-03-08: Filing of DEF 14A — Definitive Proxy Statement filed with the SEC.
  • 2024-04-26: End of Reporting Period — The period covered by the proxy statement.
  • 1230: Fiscal Year End — Indicates the end of the company's fiscal year.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for public companies regarding their annual meeting and executive compensation. No specific comparative data from a prior filing is immediately apparent in this header information.

Filing Stats: 4,380 words · 18 min read · ~15 pages · Grade level 17.7 · Accepted 2024-03-08 08:16:01

Key Financial Figures

  • $2.0 billion — vestment for faster growth as well as a $2.0 billion Global Cost Reduction Program through 2
  • $15.8 b — dex (+19%). Realized total revenue of $15.8 billion, down 7% versus the prior year as
  • $835 million — the Company has generated approximately $835 million and $1.0 billion, respectively, of pre-
  • $1.0 b — enerated approximately $835 million and $1.0 billion, respectively, of pre-tax run-rat
  • $2 billion — it is on-track to deliver approximately $2 billion of pre-tax run-rate savings by year-end
  • $1.06 — rations was $(1.88) in 2023 compared to $1.06 in 2022. Excluding certain gains and ch
  • $1.45 — ted EPS* from continuing operations was $1.45 in 2023 compared to $4.62 in 2022. ii
  • $4.62 — perations was $1.45 in 2023 compared to $4.62 in 2022. iii Table of Contents The
  • $1.1 billion — Table of Contents The Company reduced $1.1 billion of inventory in 2023 bringing the total
  • $1.9 billion — inging the total inventory reduction to $1.9 billion since mid-2022. Generated cash from o
  • $1.2 billion — sh from operating activities in 2023 of $1.2 billion and Free Cash Flow* of $852.6 million i
  • $852.6 million — of $1.2 billion and Free Cash Flow* of $852.6 million in 2023 as a result of the Company's fo
  • $280 million — priorities and supported approximately $280 million of debt reduction in 2023, as well as a
  • $0.81 — as a modest increase to the dividend to $0.81 per share in July 2023. The Company a
  • $760 million — nt to divest STANLEY Infrastructure for $760 million in cash, which further demonstrates sim

Filing Documents

—ELECTION OF DIRECTORS

ITEM 1—ELECTION OF DIRECTORS 1 Information Concerning Nominees for Election as Directors 2 BOARD OF DIRECTORS 12 Nomination Process 12 Shareholder Nominations and Recommendations of Candidates 12 Proxy Access 12 Qualifications of Directors and Nominees 12 Director Nominee Tenure and Age and Board Refreshment 14 CORPORATE GOVERNANCE 14 Board Leadership Structure 14 Stock Ownership Guidelines for Non-Employee Directors 15 Meetings 15 Director Independence 15 Executive Sessions of the Board 19 Communicating with the Board 19 Code of Business Ethics 19 Talent Development and Succession Planning 19 Board and Committee Self-Evaluation 19 Retirement Policy 19 Service on Other Public Company Boards 19 Director Continuing Education 20 RISK OVERSIGHT 20 ESG Risk Oversight 20 Cybersecurity Risk Oversight 20 RELATED PERSON TRANSACTIONS 21 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) 22 HUMAN CAPITAL MANAGEMENT 23 DIRECTOR COMPENSATION 23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 25

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS 26 DELINQUENT SECTION 16(a) REPORTS 27 AUDIT COMMITTEE REPORT 27 COMPENSATION AND TALENT DEVELOPMENT COMMITTEE REPORT 27 COMPENSATION DISCUSSION & ANALYSIS 28 EXECUTIVE SUMMARY 29 COMPENSATION DESIGN 35 2023 EXECUTIVE COMPENSATION PROGRAM 41 COMPENSATION GOVERNANCE 48 ADDITIONAL INFORMATION 50 2023 EXECUTIVE COMPENSATION 51 SUMMARY COMPENSATION TABLE 51 2023 GRANTS OF PLAN-BASED AWARDS TABLE 53 OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END 55 OPTION EXERCISES AND STOCK VESTED DURING 2023 FISCAL YEAR 57 NON-QUALIFIED DEFERRED COMPENSATION PLANS IN FISCAL YEAR 2023 57 EXECUTIVE OFFICER AGREEMENTS 58 i Table of Contents POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 59 CEO PAY RATIO 69 PAY VERSUS PERFORMANCE 70

—ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

ITEM 2—ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS 74

—APPROVAL OF 2024 OMNIBUS AWARD PLAN

ITEM 3—APPROVAL OF 2024 OMNIBUS AWARD PLAN 75

—APPROVAL OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

ITEM 4—APPROVAL OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM 82 VOTING INFORMATION 83 APPENDIX A—RECONCILIATION OF GAAP TO NON-GAAP MEASURES USED IN THIS PROXY STATEMENT 88 APPENDIX B—2024 OMNIBUS AWARD PLAN 92 SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS This Proxy Statement contains "forward-looking 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 projections or guidance of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements relating to initiatives concerning ESG matters, including environmental sustainability and DEI; any statements of belief; 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," "on-track," "goal," "target," "design," "position," "guidance," 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

Executive Compensation

Executive Compensation Increase percentage of performance-based compensation pay elements Evaluate incorporation of ESG metrics within executive compensation program Reinforce execution of Global Cost Reduction Program in executive compensation program Evaluate inclusion of Adjusted EPS as a metric in both MICP (annual bonus program) and LTIP Increase focus on absolute amount of Free Cash Flow and balance sheet health 90% of CEO target pay was variable and tied t

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