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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): January 24, 2024
Stanley Black & Decker, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Connecticut | 001-05224 | 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 (see General Instruction A.2. below):
| ☐ | 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 |
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 24, 2024, Stanley Black & Decker, Inc. (the “Company”) and Donald Allan, Jr., the Company’s President and Chief Executive Officer, entered into an amendment (the “Amendment”) to Mr. Allan’s existing employment agreement dated May 31, 2022 with the Company (the “Employment Agreement”).
Pursuant to the Amendment, (a) the term of the Employment Agreement was extended to June 30, 2026, unless further extended pursuant to the terms therein (the “Initial Term”); (b) Mr. Allan’s annual base salary increased to $1,350,000, effective January 1, 2024; (c) Mr. Allan’s target bonus opportunity under the Company’s Management Incentive Compensation Plan increased to 155% of his base salary for 2024 (and for subsequent fiscal years as determined by the Company’s board of directors (the “Board”)); (d) Mr. Allan will be eligible to receive a target long term incentive award of no less than $10 million in each of fiscal years 2024 and 2025, with at least 50% of the grant date value of annual equity awards granted each such year to consist of performance share units and the balance to consist of a mix of stock options and restricted stock units or other instruments determined by the Board in its sole discretion at the time of grant; and (e) in the light of the extension, the lump sum cash component of Mr. Allan’s severance benefit at (i) two times the sum of his then-current annual salary plus his annual bonus target amount for the year of termination; or (ii) one times such amount, each as described in the Employment Agreement, were accordingly revised to reflect that payment would be made if a qualifying termination occurs on or prior to June 30, 2025, or, after June 30, 2025 and before the expiration of the Initial Term, respectively.
This summary is qualified in its entirety by the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. |
Description | |
| 10.1 | Employment Agreement Amendment, dated January 24, 2024, between Stanley Black & Decker, Inc. and Donald Allan, Jr. | |
| 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 24, 2024 |
||||
| By: | /s/ Janet M. Link |
|||
| Name: | Janet M. Link | |||
| Title: | Senior Vice President, General | |||
| Counsel and Secretary | ||||
Exhibit 10.1
January 24, 2024
Donald Allan, Jr.
Stanley Black & Decker, Inc.
1000 Stanley Drive
New Britain, Connecticut 06053
Re: Amendment to Employment Agreement
Dear Don:
This letter amends paragraphs 2 and 3 of your letter agreement dated May 31, 2022, with Stanley Black & Decker, Inc. (the “Company”). You and the Company agree as follows:
| • | The first bullet of paragraph 2 is hereby amended to read: “Your annual salary rate will be increased to $1,350,000, effective January 1, 2024.” |
| • | The second bullet of paragraph 2 is hereby amended to read: |
| • | “Your total Management Incentive Compensation Plan (“MICP”) target bonus opportunity for fiscal year 2024 will be 155% of the approved weighted average payout percentage based on all metrics specified in the 2024 MICP multiplied by your earned base salary during fiscal year 2024. Your annual cash bonus opportunities for subsequent fiscal years will be determined by the Board.” |
| • | The sixth bullet of paragraph 2 is hereby amended to read, |
| • | “With respect to fiscal year 2024, you will be eligible for a compensation review in February 2024 and a target long term incentive award in respect of fiscal year 2024 of no less than $10 million. With respect to fiscal year 2025, you will be eligible for a compensation review in February 2025 and a target long term incentive award in respect of fiscal year 2025 of no less than $10 million. At least 50% of the grant date value of annual equity awards granted each year will consist of performance share units, while the balance will consist of a mix of stock options and restricted stock units or other instruments determined by the Board in its sole discretion at the time of grant. With respect to fiscal year 2026, you will be eligible for a compensation review in February 2026 and a target long term incentive award in respect of fiscal year 2026, which the Board will establish in good faith after consultation with you and consideration of Company performance and market practices.” |
| • | The second sentence of the seventh bullet of paragraph 2 (i.e., the sentence that, prior to this amendment, provided that “In addition, you will continue to participate in the Company’s Supplemental Executive Retirement Plan.”) is hereby deleted. |
| • | The first sentence of the first subparagraph of paragraph 3 is hereby amended to read, “This agreement has a term of four (4) years, and will terminate on June 30, 2026, unless you and the Company mutually agree in writing to extend it for a longer term (the “initial term”).” |
Donald Allan, Jr.
January 24, 2024
| • | The second subparagraph of section 3 is hereby amended to read: |
| • | “If, before the expiration of the initial term, the Company terminates your employment for any reason other than for Cause (each capitalized term used but not defined in this letter has the meaning given in Exhibit A), death or Disability, or you terminate your employment for Good Reason, then (A) on the sixtieth (60th) day following your termination date, the Company will pay to you a lump sum in cash equal to two (2) (or, if such termination occurs after June 30, 2025 and before the expiration of the initial term, one (1)) multiplied by the sum of (i) your then-current annual salary plus (ii) your annual bonus target amount for the year in which your termination occurs and (B) the Company will provide or arrange to provide you and your eligible dependents, at no greater cost to you than if you were an active employee of the Company, medical, dental, life, vision and prescription drug insurance benefits no less favorable than those provided to senior executives of the Company and their eligible dependents, in each case following your termination until you attain age 65, or, if sooner, until you become eligible for such benefits from a new employer (of which you will promptly notify the Company); provided, however, that, if the Company determines at any time that the payments relating to health and welfare benefits may violate the applicable plan terms or any applicable nondiscrimination or other legal requirements, the Company may instead make cash payments directly to you equal to the amounts it would have paid on your behalf for such benefits, plus an additional 50% of such amounts to approximate the amount of any incremental taxes owed by you thereon, and shall be subject to any applicable tax-related deductions and withholdings (the benefit described in this clause (B), the “Welfare Benefit”).” |
Donald Allan, Jr.
January 24, 2024
This letter constitutes a modification to your May 31, 2022, letter agreement. In all other respects, your May 31, 2022, letter agreement remains unchanged.
Please indicate your acceptance by signing below and returning the signed amendment to us within ten business days after your receipt.
| Sincerely, |
| STANLEY BLACK & DECKER, INC. |
| /s/ Janet M. Link |
| Janet M. Link |
| Senior Vice President, |
| General Counsel and Secretary |
I agree to the terms described above as of the date first above written.
| /s/ Donald Allan, Jr. |
| Donald Allan, Jr. |