STANLEY BLACK & DECKER, INC. (Form: 8-K, Received: 06/01/2022 06:46:50)

STANLEY BLACK & DECKER, INC.

Date: June 1, 2022

/s/ Janet M. Link

Janet M. Link

Senior Vice President, General Counsel and Secretary

LOGO

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): May 31, 2022

Stanley Black & Decker, Inc.

(Exact Name of Registrant as Specified in its Charter)


Connecticut	1-5224	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
Corporate Units	SWT	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 May 31, 2022, the Board of Directors of Stanley Black & Decker, Inc. (the “Company”) appointed Donald Allan, Jr., 58, currently President and Chief Financial Officer, its next Chief Executive Officer, effective July 1, 2022. He will succeed James M. Loree, who has served as Chief Executive Officer since 2016. Mr. Loree also will resign from the Board of Directors of the Company, effective July 1, 2022. Upon assuming his new role, Mr. Allan will join the Board of Directors and retain his title as President. On May 31, 2022, the Board also appointed Corbin Walburger, 51, currently Vice President of Corporate Business Development, to serve as Interim Chief Financial Officer, effective July 1, 2022. The Company has engaged Heidrick & Struggles to assist with the search for a permanent Chief Financial Officer.

Mr. Allan joined the company in 1999, was named Chief Financial Officer in 2008 and elevated to the dual role of President and Chief Financial Officer in 2021. The selection of Mr. Allan to serve as Chief Executive Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Allan and any director or executive officer of the Company, and there are no transactions between Mr. Allan and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Walburger joined the Company in 2008 and has served as Vice President of Corporate Business Development since that time. The selection of Mr. Walburger to serve as Interim Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Walburger and any director or executive officer of the Company, and there are no transactions between Mr. Walburger and the Company that would be required to be reported under Item 404(a) of Regulation S-K. In connection with Mr. Walburger’s appointment as Interim Chief Financial Officer, the Board approved a one-time long-term incentive grant to Mr. Walburger with an aggregate grant date value (determined for financial reporting purposes) of $1.0 million. He will also receive a monthly cash stipend of $72,500 (in addition to his current base salary), to be paid each month while he serves as Interim Chief Financial Officer.

Allan Letter Agreement. In connection with his appointment as Chief Executive Officer, the Company and Mr. Allan entered into a Letter Agreement, dated May 31, 2022 (the “Allan Letter Agreement”). Under the Allan Letter Agreement, Mr. Allan will be employed as the Company’s Chief Executive Officer on an “at will” basis. Mr. Allan will continue to serve as President of the Company, and he will become a member of the Board. Under the Allan Letter Agreement, Mr. Allan will receive, without limitation, the following compensation and benefits:

•

an annual base salary of $1.25 million;

•

an annual cash bonus under the Company’s Management Incentive Compensation Plan or a successor thereto (“MICP”), with a target bonus opportunity for the Company’s 2022 fiscal year equal to 150% of the approved weighted average payout percentage based on all metrics specified in the 2022 MICP, multiplied by his earned base salary in fiscal year 2022, and for subsequent fiscal years as determined by the Board;

•

a one-time promotion long-term incentive grant with an aggregate grant date value (as determined for financial reporting purposes) of $3.6 million;

•

annual grants of equity awards in forms and amounts to be determined annually by the Board, with a grant in December 2022 of awards under the Company’s 2022 Omnibus Award Plan or a successor thereto that result in a total fiscal year 2022 grant date value (determined for financial reporting purposes) of $6.75 million, and with respect to fiscal year 2023 a target long-term incentive award of no less than $9.25 million; and

•

employee benefits and perquisites provided to other senior executives of the Company pursuant to the Company’s compensation and benefit plans and arrangements, which may be amended from time to time.

The Allan Letter Agreement has a term of two years, unless the Company and Mr. Allan mutually agree to extend it for a longer term. In the event that Mr. Allan’s employment is terminated by the Company before the expiration of the initial term without Cause (defined in the Allan Letter Agreement to include willful and continued failure to substantially perform his duties) or by Mr. Allan for Good Reason (defined in the Allan Letter Agreement to include a material adverse alteration by the Company of the nature or status of Mr. Allan’s responsibilities or Mr. Allan’s removal from the Board), Mr. Allan will be eligible to receive certain severance payments and benefits, subject to his executing a release of claims in favor of the Company and complying with certain restrictive covenants (including a two-year post-termination non-competition covenant, employee non-solicitation covenant and customer non-solicitation covenant, as well as a confidentiality covenant of indefinite duration) which will be applicable regardless of the reason for Mr. Allan’s termination of employment. Such severance payments and benefits will consist of (i) a lump sum cash severance payment equal to two (or, if such termination occurs after June 30, 2023 and before the expiration of the initial term, one) multiplied by the sum of base salary at termination and target annual cash bonus for the year of termination, and (ii) continued coverage under the Company’s medical, dental, life, vision and prescription drug plans after termination of employment until Mr. Allan reaches age 65.

The above description of the Allan Letter Agreement is a summary and is qualified in its entirety by reference to the Allan Letter Agreement as filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Loree Letter Agreement. Mr. Loree’s separation from service with the Company is considered a termination “other than for Cause” under the Letter Agreement, dated July 21, 2016, between the Company and Mr. Loree (the “Loree Letter Agreement”), and thus Mr. Loree will be eligible to receive certain severance payments and benefits as described in the Loree Letter Agreement, contingent upon his execution of a waiver and release of claims against the Company.

Item 7.01

Regulation FD Disclosure.

On June 1, 2022, the Company issued a press release announcing the above changes to its management team. The press release also reaffirmed the Company’s financial outlook for full year 2022. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Statements Regarding Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections or guidance of earnings and 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 of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include, among other, the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate” or any other similar words.

Although the Company believes that the expectations reflected in any of its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of its forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in the Company’s filings with the Securities and Exchange Commission, including the Company’s 2021 Annual Report on Form 10-K and its subsequently filed Quarterly Report on Form 10-Q, including under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Consolidated Financial Statements and the related Notes.

Forward-looking statements in this Form 8-K speak only as of the date hereof. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:


Exhibit No.		Description

10.1		Letter Agreement, dated May 31, 2022, between Stanley Black & Decker, Inc. and Donald Allan, Jr.

99.1		Press release dated June 1, 2022, issued by Stanley Black & Decker, Inc.

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.

Exhibit 10.1

May 31, 2022

Donald Allan, Jr.

Stanley Black & Decker, Inc.

1000 Stanley Drive

New Britain, Connecticut 06053

Dear Don:

The Board of Directors of Stanley Black & Decker, Inc. (the “Company”) has determined that it is in the best interests of the Company and its shareholders for you to be appointed as the Company’s Chief Executive Officer (“CEO”). We are pleased to summarize the terms of your new position in this letter.

1. You will become CEO, and a member of the Board of Directors of the Company (“Board”), on July 1, 2022. You will also serve as President of the Company (“President”).

2. Your initial compensation as CEO will consist of the following:

•

Your annual salary rate will be increased to $1,250,000.

•

Your total Management Incentive Compensation Plan (“MICP”) target bonus opportunity for fiscal year 2022 will be 150% of the approved weighted average payout percentage based on all metrics specified in the 2022 MICP multiplied by your earned base salary during fiscal year 2022. Your annual cash bonus opportunities for subsequent fiscal years will be determined by the Board.

•

Within seven days of the effective date of your promotion, you will receive a special long term incentive grant with an aggregate grant date value (as determined for financial reporting purposes) equal to $3.6 million pursuant to the Company’s 2022 Omnibus Award Plan or a successor thereto. Fifty percent (50%) of the grant value will be performance share units, which will be governed by the terms and conditions of the Company’s 2022-2024 Long Term Incentive Program. Twenty-five percent (25%) of the grant value will be restricted stock units, and 25% of the grant value will be in other stock options or other instruments determined by the Board in its sole discretion, all of which shall be governed by the Company’s 2022 Omnibus Award Plan or a successor thereto.

•

Following your promotion, you will be eligible to receive annual equity compensation awards as determined by the Board. Such annual equity compensation awards will be granted to you at the same time that annual equity grants are made to senior executives of the Company. In December 2022, you will receive awards under the Company’s 2022 Omnibus Award Plan or a successor thereto that result in a total fiscal year 2022 grant date value (as determined for financial reporting purposes) of $6.75 million.

•

With respect to fiscal year 2023, you will be eligible for a compensation review in February 2023 and a target long term incentive award in respect of fiscal year 2023 of no less than $9.25 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.

Donald Allan, Jr.

May 31, 2022

Page 2

•

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, which the Board will establish in good faith after consultation with you and consideration of Company performance and market practices.

•

You will be eligible to participate in the employee benefit plans and perquisite programs (including paid time off) provided to other senior executives in accordance with the Company’s plans and policies. In addition, you will continue to participate in the Company’s Supplemental Executive Retirement Plan.

•

The benefits, policies and compensation programs referenced in this Section 2 may be terminated or amended from time to time.

•

Within 30 days following the date hereof, the Company will reimburse you for the aggregate amount of all documented attorneys’ fees incurred by you in connection with the drafting, negotiation and finalization of this agreement.

3. This agreement has a term of two (2) years, and will terminate on June 30, 2024, unless you and the Company mutually agree in writing to extend it for a longer term. Your employment also is “at will” and may be terminated by the Company or you at any time for any reason. Upon your termination of employment, the Company will pay you any earned but unpaid base salary, as well as any earned annual bonus with respect to a prior fiscal year that has not been paid. Except as otherwise provided in this agreement, any termination of your employment will be treated as a retirement for purposes of all Company plans and policies and any applicable agreements between you and the Company, and will be subject to the claw back and forfeiture provisions of the Company’s plans and policies and any applicable agreements.

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 (60^th) 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, 2023, 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.

May 31, 2022

Page 3

If your employment terminates because of the expiration of the initial term, the Company shall provide the Welfare Benefit.

The severance benefits described above are subject to your (i) executing and delivering a customary mutual waiver and release of claims specified by the Company, and such waiver and release becoming irrevocable, not later than 60 days after your date of termination and (ii) compliance with the noncompetition and other restrictive covenants set forth in Exhibit B (the conditions described in clauses (i) and (ii) of this paragraph, the “Conditions to Payment.”)

Notwithstanding anything herein to the contrary, unless your employment is earlier terminated by you or the Company, and unless you and the Company mutually agree to extend the term of your employment hereunder, (A) you will be deemed to have given notice to the Board, on May 31, 2024, that you intend to retire from all positions with the Company and its subsidiaries on June 30, 2024, and (B) your employment as CEO and President, along with all other positions that you hold with the Company and its subsidiaries and affiliates (including, unless otherwise mutually agreed by you and the Board, as a member of the Board), will automatically terminate, effective as of June 30, 2024, without any further action on your part.

Upon termination of your employment with the Company for any reason, you will be deemed to have resigned, effective as of your date of termination, from all positions with the Company and its subsidiaries (including, unless otherwise mutually agreed by you and the Board, as a member of the Board), and you will execute any additional documentation that is requested by the Company.

4. You agree to comply with the confidentiality, nonsolicitation and other restrictive covenants in Exhibit B. The Section 409A compliance principles in Exhibit C will also apply to this letter.

5. The Company will provide you with the indemnification protections described in Exhibit D.

6. You agree that (A) you will be subject to the Company’s Stock Ownership Guidelines for Executive Officers, as amended from time to time (the “Stock Ownership Guidelines”) and (B) the initial target ownership requirement applicable to you under the Stock Ownership Guidelines will be six (6) times your annual base salary (as in effect from time to time). The target ownership requirement applicable to you under the Stock Ownership Guidelines may be adjusted from time to time by the Board in its sole discretion.

7. This letter will be governed by, and construed in accordance with, the laws of the State of Connecticut, without reference to principles of conflict of laws. Except for the Company’s right to seek injunctive relief, all disputes arising in connection with this letter will be settled by expedited arbitration conducted before a panel of three (3) arbitrators sitting in Hartford, Connecticut, in accordance with the rules of the American Arbitration Association then in effect. The decision of the arbitrators in that proceeding will be binding on you and the Company. Judgment may be entered on the award of the arbitrators in any court having jurisdiction.

8. The Company and you acknowledge that this letter (together with the Exhibits hereto) constitutes the entire understanding between the Company and you with respect to the subject matter hereof and supersedes any other prior agreement or other understanding, whether oral or written, express or implied, concerning the same. This letter supersedes in its entirety any prior compensation or bonus agreements or understandings between the Company and you and the Stanley Black & Decker Employee Restrictive Covenant Agreement you signed on June 26, 2012. It does not supersede your Change in

Donald Allan, Jr.

May 31, 2022

Page 4

Control Severance Agreement and any agreements or understandings relating to your outstanding long-term incentive awards, except as expressly stated herein. This letter is personal to you and is not assignable by you, and will be binding upon the Company and its successors.

Sincerely,

STANLEY BLACK & DECKER, INC.

/s/ Janet M. Link

Janet M. Link

Senior Vice President,

General Counsel and Secretary

Agreed, May 31, 2022:

/s/ Donald Allan, Jr.

Donald Allan, Jr.

[Signature Page to Letter]

EXHIBIT A

DEFINITIONS

“Cause” means (A) your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness) that has not been cured within thirty (30) calendar days after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company or its affiliates, (C) your conviction of (or plea of nolo contendere to) any felony or any other crime involving dishonesty, fraud or moral turpitude, (D) any violation of the Company’s policies relating to compliance with applicable laws that has a material adverse effect on the Company or its affiliates or (E) your material breach of any restrictive covenant set forth in this letter.

“Change in Control Severance Agreement” means the Change in Control Severance Agreement, dated December 4, 2018, between the Company and you.

“Disability” means you are disabled within the meaning of the Company’s long-term disability policy for salaried employees (or any successor thereto) or, if there is no such policy in effect, if (A) you are unable to substantially perform your duties hereunder for 120 business days within a period of 180 consecutive business days as a result of physical or mental illness or injury, and (B) a physician selected by the Company and you (or your estate) has determined that you are totally and permanently disabled.

“Good Reason” means the occurrence, without your consent, of any of the following circumstances: (A) the assignment to you of any duties materially inconsistent with your status as the Company’s Chief Executive Officer or a material adverse alteration in the nature or status of your responsibilities, unless the Company has cured such events within thirty (30) calendar days after the receipt of written notice thereof, (B) failure of the Company to nominate you to, or your removal by the Company from, the Board (in each case, prior to the date you attain age 65), (C) a material breach by the Company of this letter, (D) a reduction in your annual salary or annual bonus target amount, except for across-the-board salary reductions similarly affecting all senior executives of the Company or (E) the Company’s election not to renew the Change in Control Severance Agreement; provided that, for the avoidance of doubt, the Company’s amendment of the Change in Control Severance Agreement in a manner that does not materially and adversely affect your rights thereunder shall not constitute Good Reason.

A termination of employment by you for Good Reason will be effectuated by giving the Company written notice of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason, except that no termination by you will be treated as a termination for Good Reason unless the notice is given within forty-five (45) calendar days following the date you first have knowledge of the event or circumstance alleged to constitute Good Reason. A termination of employment by you for Good Reason will be effective thirty (30) calendar days following the date when the notice is given, unless the event or circumstance constituting Good Reason is remedied by the Company in accordance with the foregoing.

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulation and other Internal Revenue Service guidance promulgated thereunder.

EXHIBIT B

RESTRICTIVE COVENANTS

(a) During your employment with the Company and its subsidiaries and at all times thereafter, you will hold in a fiduciary capacity for the benefit of the Company any and all information of the Company and its subsidiaries that is not generally known by others with whom they compete or do business, or with whom they plan to compete or do business and any and all information not readily available to the public, which, if disclosed by the Company or its subsidiaries could reasonably be of benefit to such person or business in competing with or doing business with the Company (“Confidential Information”). Confidential Information includes, without limitation, such information relating to the (i) development, research, testing, manufacturing, operational processes, marketing and financial activities, including costs, profits and sales, of the Company and its subsidiaries, (ii) techniques, know how, processes, strategies, systems, databases, applications, programs, software, products and all formulas therefor, (iii) costs, sources of supply, financial performance and strategic plans of the Company and its subsidiaries, (iv) identity and special needs of actual and potential customers and suppliers of the Company and its subsidiaries, (v) people and organizations with whom the Company and its subsidiaries have business relationships and those relationships and (vi) employee identity and lists, and employee compensation and benefits. “Confidential Information” also includes comparable information that the Company or any of its subsidiaries have received belonging to others or which was received by the Company or any of its subsidiaries pursuant to an agreement by the Company that it would not be disclosed.

You hereby acknowledge and agree that (A) Confidential Information is a valuable, special and unique asset of the Company and its subsidiaries and (B) you will not, directly or indirectly, during or at any time after your employment with the Company and its subsidiaries, use or disclose Confidential Information or any part of such Confidential Information in a manner that is inconsistent with your fiduciary responsibilities with respect to the Company and its subsidiaries. You also agree that you will not, at any time during or after your employment with the Company and its subsidiaries, render any services to any person, business, or entity to which Confidential Information will inevitably be disclosed as a result of your rendering of such services.

Notwithstanding the foregoing, this letter is not intended to and shall be interpreted in a manner that does not limit or restrict you from exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the U.S. Securities Exchange Act of 1934, as amended).

(b) During your employment with the Company and its subsidiaries and for a period of two (2) years after the date you terminate such employment for any reason (the “Restriction Period”), you will not, without the written consent of the Board, directly or indirectly, as employee, agent, consultant, stockholder, director, manager, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in any Competitive Business. “Competitive Business” means any line of business that is (i) for purposes of the portion of the Restriction Period that occurs during your employment with the Company and its subsidiaries, substantially the same as any line of any operating business that the Company and its subsidiaries are then engaged in and (ii) with respect to the portion of the Restriction Period that commences on your termination of employment with the Company and its subsidiaries, substantially the same as any line of any operating business that the Company and its subsidiaries are engaged in on the date of termination, in the case of clause (ii), that during the Company’s four preceding fiscal quarters constituted at least 10% of the “net sales” of the Company and its subsidiaries.

(c) During the Restriction Period, you will not, without the written consent of the Board, directly or indirectly, (i) solicit, encourage or induce or attempt to solicit, encourage or induce, any person who provides services to the Company and its subsidiaries, whether as an employee, consultant, independent contractor or agent, or any entity which provides services to the Company and its subsidiaries under an agency relationship, to terminate his, her or its employment, services or other relationship with the Company and its subsidiaries or affiliates; (ii) hire or offer employment or retain the services of any person who was employed by, or provided services to, the Company or any of its subsidiaries within the six (6) month period preceding the date of such hiring or offer of employment or offer to retain services; or (iii) solicit, entice, persuade or induce (in each case, other than pursuant to non-targeted, general advertisements) any person or entity doing business with the Company and its subsidiaries or affiliates, to terminate such relationship or to refrain from extending or renewing the same.

(d) During the Restriction Period, you will not, directly or indirectly, solicit or do business with or attempt to solicit or do business with any customer or prospective customer of the Company and its subsidiaries, whether or not you knew of or had personal contact with such customer or prospective customer while employed by the Company, with respect to activities which compete in whole or in part with the activities of the Company and its subsidiaries. For purposes of this clause (d), (i) “customer” means any person, business, or entity with whom the Company and its subsidiaries transacts business during your employment with the Company or, for purposes of the portion of the Restriction Period occurring after your termination of employment with the Company and its subsidiaries, who transacted business with the Company and its subsidiaries within the twelve (12) month period immediately preceding your date of termination and (ii) “prospective customer” means any person, business, or entity with whom the Company and its subsidiaries makes contact during your employment with the Company and its subsidiaries or, for purposes of the portion of the Restriction Period occurring after your termination of employment with the Company and its subsidiaries, who made contact within the twelve (12) month period immediately preceding your termination of employment for the purpose of soliciting the sale of goods and/or services of the Company and its subsidiaries.

(e) You will be required to promptly return to the Company upon your date of termination or at any other time the Company may so request, all notes, records, documents, files and memoranda (including in electronic format and all copies of such materials) constituting Confidential Information you may then possess or have under your control; provided, however, that you may retain your personal correspondence, diaries and other items of a personal nature. You may not retain any copies of any Confidential Information or other Company property. You agree not to remove any Company Property or tangible Confidential Information from the premises of the Company and its subsidiaries, except as required in the performance of your work for the Company and its subsidiaries. For purposes of this Agreement, “Company Property” means any property (i) owned by the Company, (ii) situated on the Company’s premises, or (iii) provided to you by the Company and its subsidiaries.

(f) You agree that, in addition to any other remedies available to the Company, the Company will be entitled to injunctive relief in the event of any actual or threatened breach of the restrictive covenants in this Exhibit B without the necessity of posting any bond, it being acknowledged and agreed that any breach or threatened breach of such covenants will cause irreparable injury to the Company and that money damages alone will not provide an adequate remedy to the Company. You also agree that the Company will be entitled to recover from you all attorney’s fees, expenses and costs incurred by the Company in connection with your breach or threatened breach of the restrictive covenants in this Exhibit B. If a court of competent jurisdiction determines that any provision or restriction in

this Exhibit B unreasonable or unenforceable, the Company and you agree that such court will modify such restriction or provision so that it becomes a reasonable and enforceable restriction on your activities. If any provision or restriction of this Exhibit B determined to be unenforceable, the remaining provisions and restrictions shall not be affected by such determination.

EXHIBIT C

SECTION 409A COMPLIANCE

(a) This letter shall be interpreted and administered so as to ensure that the payments contemplated hereby to be made by the Company are exempt from, or comply with, Section 409A. A termination of employment will not be deemed to have occurred for purposes of any provision of this letter providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Section 409A).

(b) Notwithstanding anything to the contrary, if you are a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Company) at the time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A, any such portion that would otherwise be payable pursuant to this letter during the six-month period immediately following your separation from service (the “Delayed Payments”) or provided pursuant to this letter (the “Delayed Benefits”) during the six-month period immediately following your separation from service (such period, the “Delay Period”) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your death (the applicable date, the “Permissible Payment Date”). Any Delayed Payments will bear interest at the United States 5-year Treasury Rate plus 2%, which accumulated interest will be paid to you on the Permissible Payment Date.

(c) With respect to any amount of expenses eligible for reimbursement under this letter, such expenses will be reimbursed by the Company within thirty (30) calendar days following the date on which the Company receives the applicable invoice from you but in no event later than December 31 of the year following the year in which you incur the related expenses.

(d) Any amount of expenses eligible for reimbursement shall be made (A) in accordance with the reimbursement payment date set forth in this letter or (B) where the applicable provision does not provide for a reimbursement date, thirty (30) calendar days following the date on which the expenses are incurred, but, in each case, no later than December 31 of the year following the year in which you incur the related expenses; provided, that in no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will your right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.

(e) Each amount payable hereunder in one or more installments shall be considered a “separate payment” and not a series of payments for purposes of Section 409A. The parties intend that each amount payable hereunder that qualifies for the exception from the definition of “deferred compensation” under Section 1.409A-1(b)(4) (concerning short-term deferrals) and/or 1.409A-1(b)(9) (concerning separation pay plans) shall be so treated as exempt, including for purposes of paragraph (b) hereof.

(f) If the period during which you have discretion to execute or revoke a release straddles two calendar years, the Company shall make the payments that are conditioned upon the release no earlier than January 1st of the second of such calendar years, regardless of which taxable year you actually deliver the executed release to the Company.

EXHIBIT D

INDEMNIFICATION

To the fullest extent permitted by the Company’s certificate of incorporation and by-laws, or, if greater, by the laws of the State of Connecticut, the Company will promptly indemnify and hold you harmless for all amounts (including, without limitation, judgments, fines, settlement payments, losses, damages, costs, expenses (including reasonable attorneys’ fees), ERISA excise taxes, or other liabilities or penalties and amounts paid or to be paid in settlement) incurred or paid by you in connection with any action, proceeding, suit or investigation (a “Proceeding”) to which you are made a party, or are threatened to be made a party, by reason of the fact that you are or were a director, officer or employee of the Company or you are or were serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, programs or arrangements, whether or not the basis of such Proceeding is your alleged action in an official capacity. Such indemnification will continue even if you have ceased to be a director, employee or agent of the Company or other affiliated entity and will inure to the benefit your heirs, executors and administrators. The Company will advance to you all reasonable costs and expenses incurred by you in connection with a Proceeding within fifteen (15) calendar days after receipt by the Company of a written request from you for such advance. Such request shall include an undertaking by you to timely repay the amount of such advance if it shall ultimately be determined that you are not entitled to be indemnified against such costs and expenses. The Company also agrees to maintain a director’s and officers’ liability insurance policy covering you to the extent the Company provides such coverage for its other senior executive officers. Following your employment with the Company, the Company shall continue to maintain a directors’ and officers’ liability insurance policy for your benefit which is no less favorable than the policy covering other senior officers of the Company.

Exhibit 99.1

LOGO

Donald Allan, Jr. to Succeed James Loree as Chief Executive Officer of Stanley Black & Decker

Company Reaffirms Financial Outlook for Full Year 2022

New Britain, Connecticut, June 1, 2022 … Stanley Black & Decker (NYSE: SWK) today announced that its Board of Directors has named Donald Allan, Jr., currently President and Chief Financial Officer, the Company’s next Chief Executive Officer, effective July 1, 2022. Mr. Allan will succeed James M. Loree, who has served as CEO since 2016. Upon assuming his new role, Mr. Allan will join the Board of Directors and retain his title as President. Also, as part of today’s announcement, the Company has appointed Corbin Walburger to serve as Interim Chief Financial Officer, effective July 1, 2022.

Andrea J. Ayers, Chair of the Board of Directors, said, “Don Allan’s appointment reflects the Board’s succession planning, and in naming him as our next CEO, we have chosen a world-class executive with exceptional experience and leadership skills. Since arriving at the Company in 1999, Don has been instrumental in driving the Company’s growth and transformation strategy. He is well respected throughout the organization as well as among our valued customers and the investment community. He is ideally suited to lead Stanley Black & Decker through its next stage of growth, and we expect a very smooth transition of leadership.”

Ms. Ayers added, “The Board greatly appreciates Jim Loree’s leadership during his tenure at the Company. His contributions to the strategic repositioning of the business, and his strong dedication to the Company’s key stakeholders, will be hallmarks of his legacy. Notably, he led the Company through a period of significant growth, increasing annual revenues from continuing operations from $11 billion in 2016 to over $19 billion expected in 2022. We are grateful to Jim for building the foundation for the Company’s next period of growth and value creation.”

Mr. Allan is a seasoned leader and 23-year veteran of Stanley Black & Decker who has played a key role in the Company’s evolution to become the world’s leading tool company. During his time as President and CFO, he has focused on driving strategic, long-term profitable growth and has overseen the execution and advancement of the Company’s operating model. Mr. Allan has shared responsibility for Global Operations and Supply Chain, and has overseen the Stanley Security business, the Outdoor Products Group and Asia Tools & Storage. He has also led Finance, Information Technology, Margin Resiliency, Industry 4.0 and Advanced Analytics.

Mr. Walburger has been with Stanley Black & Decker for 14 years and currently serves as Vice President of Corporate Business Development with global leadership responsibility for mergers, acquisitions and divestitures, as well as the Company’s corporate venture initiative. He joined the Company in 2008 following ten years at Goldman, Sachs & Company.

The Company has engaged Heidrick & Struggles to assist with the search for a permanent CFO.

Mr. Loree said, “It has been an enormous privilege to serve as CEO of this iconic company. I am exceptionally proud of all we have been able to accomplish during my career at Stanley Black & Decker, particularly over the past six years as CEO, and I am confident that the Company has a bright future ahead. I’ve worked closely with Don Allan for the past 23 years, and I am pleased to pass the baton to a leader of his extraordinary caliber.”

Mr. Allan said, “I am honored to be named CEO and appreciate the Board’s trust and support. I look forward to working with our 60,000 outstanding employees, as we navigate through the challenges of the current market environment and execute on our strategy to deliver value to our customers and shareholders. I am very pleased that Corbin Walburger has agreed to serve as our Interim CFO. He brings impressive experience and expertise to his new role.

“Looking ahead, with our recent portfolio actions, Stanley Black & Decker is a more focused and streamlined company, with leading franchises that serve the construction, outdoor, and industrial markets. Our strong leadership team is committed to capitalizing on our organic growth catalysts, enhancing operational execution through price realization and cost prioritization, transforming the supply chain, and successfully completing our outdoor integrations and security divestitures.”

To further support Stanley Black & Decker’s organic growth imperatives, the Company plans to rebalance $200-$250 million of current annualized investments to fund incremental commercial, engineering, and supply chain resources to further accelerate supply chain productivity. It expects this plan to generate approximately $1 billion of value within the next five years in addition to supporting the organic growth imperatives in the Tools and Outdoor businesses over the next three years. These initiatives will help drive the Company’s near-term priorities and deliver significant free cash flow, which along with the completion of our previously announced $4 billion return of capital program in 2023, will support a multi-year period of organic growth, margin expansion and long-term shareholder value creation.

Company Reaffirms Financial Outlook for Full Year 2022

The Company is reaffirming its 2022 outlook, which it provided on April 28, 2022. Specifically, for the full year 2022, the Company anticipates diluted EPS of $7.20 to $8.30 on a GAAP basis and $9.50 to $10.50 on a non-GAAP adjusted basis. Free cash flow is expected to be approximately $1.0 billion to $1.5 billion.

About Stanley Black & Decker

Headquartered in the USA, Stanley Black & Decker (NYSE: SWK) is the world’s largest tool company operating nearly 50 manufacturing facilities across America and more than 100 worldwide. Guided by its purpose – for those who make the world – the company’s more than 60,000 diverse and high-performing employees produce innovative, award-winning power tools, hand tools, storage, digital tool solutions, lifestyle products, outdoor products, engineered fasteners and other industrial equipment to support the world’s makers, creators, tradespeople and builders. The company’s iconic brands include DEWALT^®, BLACK+DECKER^®, CRAFTSMAN^®, STANLEY^®, CUB CADET^®, HUSTLER^® and TROY-BILT^®. Recognized for its leadership in environmental, social and governance (ESG), Stanley Black & Decker strives to be a force for good in support of its communities, employees, customers and other stakeholders. To learn more visit: www.stanleyblackanddecker.com.

Investor Contacts:

Dennis Lange

Vice President, Investor Relations

dennis.lange@sbdinc.com

(860) 827-3833

Cort Kaufman

Senior Director, Investor Relations

cort.kaufman@sbdinc.com

(860) 515-2741

Media Contacts:

Shannon Lapierre

Chief Communications Officer

shannon.lapierre@sbdinc.com

(860) 259-7669

Debora Raymond

Vice President, Public Relations

debora.raymond@sbdinc.com

(203) 640-8054

Non-GAAP Financial Measures

Diluted EPS, excluding charges, or adjusted EPS, is diluted GAAP EPS excluding the impacts of acquisition-related and other charges. Free cash flow is defined as cash flow from operations less capital and software expenditures. Management considers free cash flow an important indicator of its liquidity, as well as its ability to fund future growth and to provide a return to the shareowners, and is useful information for investors. Free cash flow does not include deductions for mandatory debt service, other borrowing activity, discretionary dividends on the Company’s common and preferred stock and business acquisitions, among other items. Free cash flow conversion is defined as free cash flow divided by net income. The Company considers the use of the Non-GAAP financial measures above relevant to aid analysis and understanding of the Company’s results, business trends and outlook measures aside from the material impact of acquisition-related and other charges and ensures appropriate comparability to operating results of prior periods. The difference between 2022 GAAP and adjusted EPS guidance is $2.20 to $2.30, consisting of acquisition-related and other charges. These forecasted charges primarily relate to restructuring expenses, a voluntary retirement program, the Russia business closure, integration costs and non-cash inventory step-up charges.

CAUTIONARY STATEMENTS

Under the Private Securities Litigation Reform Act of 1995

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange 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 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 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,” “continue,” “believe,” “expect,” “anticipate” or any other similar words.

Important factors that could cause the Company’s actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in its forward-looking statements include, among others, the following: (i) successfully developing, marketing and achieving sales from new products and services and the continued acceptance of current products and services; (ii) macroeconomic factors, including global and regional business conditions (such as Brexit), commodity prices, inflation and deflation, and currency exchange rates; (iii) laws, regulations and governmental policies affecting the Company’s activities in the countries where it does business, including those related to tariffs, taxation, data privacy, anti-bribery, anti-corruption, government contracts and trade controls such as section 301 tariffs and section 232 steel and aluminum tariffs; (iv) the economic, political, cultural and legal environment of emerging markets, particularly Latin America, Russia, China and Turkey; (v) realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures; (vi) pricing pressure and other changes within competitive markets; (vii) availability and price of raw materials, component parts, freight, energy, labor and sourced finished goods; (viii) the impact the tightened credit markets and change to LIBOR and other benchmark rates may have on the Company or its customers or suppliers; (ix) the extent to which the Company has to write off accounts receivable or assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers; (x) the Company’s ability to identify and effectively execute productivity and operational improvements, cost reductions and price realization; (xi) potential business and distribution disruptions, including those related to physical security threats, information technology or cyber-attacks, epidemics, pandemics, sanctions, political unrest, war, terrorism or natural disasters; (xii) the continued consolidation of customers, particularly in consumer channels and the Company’s continued reliance on significant customers; (xiii) managing franchisee relationships; (xiv) the impact of poor weather conditions and climate change; (xv) maintaining or improving production rates in the Company’s manufacturing facilities, responding to significant changes in customer preferences, product demand and fulfilling demand for new and existing products, and learning, adapting and integrating new technologies into products, services and processes; (xvi) changes in the competitive landscape in the Company’s markets; (xvii) the Company’s non-U.S. operations, including sales to non-U.S. customers; (xviii) the impact from demand changes within world-wide markets associated with homebuilding and remodeling; (xix) potential adverse developments in new or pending litigation and/or government investigations; (xx) the incurrence of debt and changes in the Company’s ability to obtain debt on commercially reasonable terms and at competitive rates; (xxi) substantial pension and other postretirement benefit obligations; (xxii) potential regulatory liabilities, including environmental, privacy, data breach, workers compensation and product liabilities; (xxiii) attracting and retaining key employees, managing leadership succession, supervision of a workforce in many jurisdictions, work stoppages or other labor disruptions; (xxiv) the Company’s ability to keep abreast with the pace of technological change; (xxv) changes in accounting estimates; (xxvi) the Company’s ability to protect its intellectual property rights and associated reputational impacts; (xxvii) the continued adverse effects of the COVID-19 pandemic and an indeterminate recovery period; (xxviii) the possibility that the Company does not achieve the intended financial benefits from the acquisition of MTD and Excel; (xxix) the failure to consummate, or a delay in the consummation of, the Security or Access Technology sale transactions for various reasons (including but not limited to failure to receive, or delay in receiving, required regulatory approvals and meet customary closing conditions); (xxx) the failure to undertake or complete, or a delay in the timing of, the share repurchase program; (xxxi) failure to realize the expected benefits of the Company’s capital allocation strategy and share repurchase program; and (xxxii) successful and effective rebalancing of $200-$250 million of investments to: fund commercial, engineering and supply chain resources; support organic growth imperatives in the Tool and Outdoor businesses; and achieve the expected $1 billion in value creation, within the expected time frames.

Additional factors that could cause actual results to differ materially from forward-looking statements are set forth in the Annual Report on Form 10-K and in the Quarterly Report on Form 10-Q, including under the heading “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Consolidated Financial Statements and the related Notes. Forward-looking statements in this press release speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.