Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 22, 2022, Stanley Black & Decker, Inc. (the "Company") held its Annual Meeting of Shareholders. The shareholders approved the adoption of the 2022 Omnibus Award Plan (the "2022 Plan"). The 2022 Plan was previously adopted by the Board of Directors of the Company (the "Board") on February 16, 2022. The 2022 Plan authorizes the Board (or a committee thereof) to award equity-based compensation in the form of (i) stock options, including incentive stock options, (ii) stock appreciation rights, (iii) restricted stock and restricted stock units, (iv) performance awards, (v) dividend equivalents, and (vi) other awards valued in whole or in part by reference to or otherwise based on the Company's common stock. Subject to adjustment as provided in the 2022 Plan, up to an aggregate of 9,800,000 shares of the Company's common stock may be issued in connection with awards under the 2022 Plan, plus any shares that become available for awards under the 2018 Omnibus Award Plan (the "2018 Plan"), the 2013 Long-Term Incentive Plan, or the 2009 Long-Term Incentive Plan in accordance with the terms of those plans and the 2022 Plan. Upon the approval of the 2022 Plan by the Shareholders, no future awards will be made under the 2018 Plan.

Each share with respect to which an option or stock-settled stock appreciation right is granted under the 2022 Plan will reduce the aggregate number of shares that may be delivered under the 2022 Plan by one share, and each share with respect to which any other award denominated in shares is granted under the 2022 Plan will reduce the aggregate number of shares that may be delivered under the 2022 Plan by 2.55 shares.

The foregoing summary of the 2022 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 Plan attached as Appendix B to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 9, 2022.

Item 5.07 Submission of Matters to a Vote of Security Holders

Proposal 1: The Company's shareholders elected each of the following 11 directors based on the following votes:





      Nominee              For            Against         Abstain       Broker Non-Votes
Andrea J. Ayers         125,450,730        2,419,489       384,870              8,460,541
Patrick D. Campbell     105,892,864       21,970,581       391,744              8,460,541
Carlos M. Cardoso       123,376,731        4,447,434       431,024              8,460,541
Robert B. Coutts        120,882,868        6,950,519       421,802              8,460,541
Debra A. Crew           125,481,708        2,380,887       392,594              8,460,541
Michael D. Hankin       124,924,660        2,922,039       408,490              8,460,541
James M. Loree          126,404,416        1,438,651       412,122              8,460,541
Adrian V. Mitchell      127,218,633          628,220       408,336              8,460,541
Jane M. Palmieri        126,628,512        1,221,785       404,892              8,460,541
Mojdeh Poul             126,021,354        1,832,296       401,539              8,460,541
Irving Tan              126,046,773        1,814,531       393,885              8,460,541

Proposal 2: The shareholders approved, on a nonbinding advisory basis, the compensation of the Company's named executive officers based on the following votes:





     For            Against         Abstain       Broker Non-Votes
  113,706,492       14,017,277       531,420              8,460,541

Proposal 3: The shareholders approved Ernst & Young LLP as the Company's registered independent public accounting firm for the 2022 fiscal year based on the following votes:





     For            Against         Abstain
  120,239,182       16,141,134       335,414




Proposal 4: The shareholders approved the 2022 Omnibus Award Plan based on the
following votes:



     For            Against        Abstain       Broker Non-Votes
  121,890,206       5,684,958       680,025              8,460,541

Proposal 5: The shareholders did not approve the shareholder proposal regarding the ownership threshold required to call for a special shareholder meeting based on the following votes:





    For            Against         Abstain       Broker Non-Votes
  61,463,714       66,331,432       460,043              8,460,541

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