Stanley Black & Decker (SWK) Proxy Filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the election of eleven director nominees for the board for the upcoming term.

• Advisory approval of named executive officer compensation is on the agenda.

• Approval of the Amended & Restated 2024 Omnibus Award Plan is proposed.

• Ratification of Ernst & Young LLP as the independent public accounting firm for fiscal year 2026 is recommended.

• A shareholder proposal requests an independent Board Chairman, which the board recommends voting against.

Board of directors and corporate governance

• Eleven individuals are nominated for election to the board, including Donald Allan, Jr., Susan K. Carter, and others.

• The board currently does not have an independent chairman, as highlighted by the shareholder proposal.

Executive compensation and say-on-pay

• Shareholders are asked to approve, on an advisory basis, the compensation of named executive officers.

• The Amended & Restated 2024 Omnibus Award Plan is up for approval, impacting future executive and employee incentives.