Stanley Black & Decker (SWK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 24, 2026, with virtual participation and voting options for shareholders.

• 2025 financial highlights include $15.1B revenue, 30.3% gross margin, $971M cash from operations, and $688M free cash flow.

• Strategic priorities focus on brand activation, operational excellence, and accelerated innovation, with long-term targets for margin and cash flow improvements by 2028.

• Leadership transition: Christopher J. Nelson became CEO on October 1, 2025, with Donald Allan, Jr. as Executive Chair until October 2026, after which Debra A. Crew will become independent Chair.

• Board refreshment included the addition of two new independent directors, enhancing expertise in manufacturing, supply chain, and customer-focused strategy.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, advisory approval of executive compensation, approval of the Amended and Restated 2024 Omnibus Award Plan, ratification of Ernst & Young LLP as auditor, and a shareholder proposal for an independent board chairman (Board recommends against the proposal).

• Board recommends voting for all director nominees and management proposals, and against the shareholder proposal.

Board of directors and corporate governance

• Eleven director nominees, with 73% having CEO experience and an average tenure of 3.9 years; seven independent directors added in the past five years.

• Board leadership structure includes a Lead Independent Director when the Chair is not independent; transition to an independent Chair effective October 1, 2026.

• Board committees (Audit, Corporate Governance, Compensation, Finance & Pension) are fully independent and oversee key areas including risk, governance, and sustainability.

• Annual board and committee self-assessments, director continuing education, and robust stock ownership guidelines for directors and executives.