SUPPLEMENT TO THE PROXY STATEMENT OF STANLEY BLACK & DECKER, INC.
FILED MARCH 9, 2022 FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 2022
The
following information relates to the proxy statement (the Proxy Statement) of Stanley Black & Decker, Inc. (the Company), filed March 9, 2022, and furnished to shareholders of the Company in connection with
the solicitation of proxies by the Board of Directors of the Company (the Board) for the 2022 Annual Meeting of Shareholders and any adjournment or postponement thereof (the Annual Meeting), to be held on April
22, 2022, at 9:30 a.m. EDT.
Explanatory Note
This
supplement to the Proxy Statement (this Supplement) supplements certain information provided under Proposal Item 4 of the Proxy Statement (Approval of 2022 Omnibus Award Plan) for the Companys proposal to approve the
2022 Omnibus Award Plan (the 2022 Plan). Specifically, this Supplement is being filed to provide updated information relating to (i) the number of shares of common stock available for issuance under the 2018 Omnibus Award
Plan (the 2018 Plan) as of March 30, 2022, and (ii) the number of equity-based awards outstanding under our existing equity compensation plans as of March 30, 2022. If the 2022 Plan is approved by shareholders at
the Annual Meeting, it will become effective as of the date of the Annual Meeting (the Effective Date).
Supplement
Under the heading Summary of Historical Grant Practices under Proposal Item 4 of the Proxy Statement, we provided the following information as of
January 1, 2022:
As of January 1, 2022:
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There were 163,328,776 shares issued and outstanding. |
|
There was a total of 5,573,672 stock options outstanding, with a weighted average exercise price of $151.46 and
a weighted average remaining term of 7.04 years. |
|
There was a total of 978,351 RSUs outstanding, and 899,536 PSUs outstanding (assuming maximum level of
performance payout). |
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There was a total of 5,260,005 shares available for future awards under the 2018 Plan. As described more fully
below, and in the 2022 Plan in Appendix B, upon approval of the 2022 Plan the shares then-available for future awards under the 2018 Plan will be cancelled and no longer available for future grants. |
In order to give additional context to the share request under Proposal Item 4, we are providing the following information as of March 30, 2022:
As of March 30, 2022:
There were 150,914,075 shares
issued and outstanding.
There was a total of 5,337,784 stock options outstanding, with a weighted average exercise price of $151.12 and a weighted
average remaining term of 6.74 years.
There was a total of 1,039,618 time-based restricted stock units outstanding, and 732,062 performance-based stock
units outstanding (assuming maximum level of performance payout, 96,910 of which have been earned as of March 30, 2022 and 635,152 of which have not been earned as of March 30, 2022).
There was a total of 4,623,564 shares available for future awards under the 2018 Plan.