SEC Form 8-K filed by Stanley Black & Decker Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 23, 2026, Andrea Ayers informed the board of directors (the “Board”) of Stanley Black & Decker, Inc. (the “Company”) of her decision to retire from the Board and not to stand for re-election as a director of the Company at the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”). Ms. Ayers will continue to serve on the Board until the time of the 2026 Annual Meeting. Ms. Ayers’ decision to depart from the Board as of the 2026 Annual Meeting did not involve any disagreements with the Company regarding any matter related to its operations, policies or practices.
On January 23, 2026, the Board elected Shane O’Kelly as a director of the Company, effective immediately. Mr. O’Kelly will serve as a member of the Board’s Compensation and Talent Development Committee and the Corporate Governance Committee. Mr. O’Kelly 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 7, 2025.
There was no arrangement or understanding between Mr. O’Kelly and any other person pursuant to which Mr. O’Kelly was elected as a director of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Also on January 23, 2026, the Board elected Debra Crew to serve as Lead Independent Director of the Company, effective immediately. In addition, effective upon the retirement of Donald Allan, Jr. on October 1, 2026, the Board elected Ms. Crew to serve as non-executive Chair of the Board, subject to Ms. Crew’s continued service on the Board on that date. The election of Ms. Crew to become the Chair of the Board upon Mr. Allan’s retirement is consistent with the Company’s previously disclosed intention to return to a non-executive Chair at the completion of Mr. Allan’s tenure.
A copy of the Company’s press release announcing the election of Mr. O’Kelly to the Board and the appointment of Ms. Crew as Lead Independent Director and Chair is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 26, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| STANLEY BLACK & DECKER, INC. | ||||||
| Date: January 26, 2026 | ||||||
| By: | /s/ Donald J. Riccitelli | |||||
| Name: | Donald J. Riccitelli | |||||
| Title: | Interim Senior Vice President, General Counsel and Secretary | |||||