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Get filing alertsStanley Black & Decker shareholders approve 7.75M share equity plan expansion at annual meeting
Filed April 27, 2026 · Period ending April 24, 2026 · ~1 min read
Key Changes
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Shareholders approved amended equity plan adding 7.75M shares with 2.71 fungible ratio and one-year minimum vesting requirement, expanding compensation capacity for employees and executives.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Say-on-pay passed with 97.4% of votes cast (121.99M for, 3.32M against), representing 78.6% of 155.29M shares outstanding, indicating strong approval of executive compensation.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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All 11 director nominees elected with 97.6%-99.5% support of votes cast, representing 78.9%-80.4% of shares outstanding, reflecting healthy board approval.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Ernst & Young ratified as auditor with 97.3% support (134.13M for, 3.69M against), representing 86.4% of shares outstanding.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Shareholder proposal for independent chairman rejected with 91.5% opposition (114.48M against, 10.52M for), indicating comfort with current leadership structure.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Stanley Black & Decker held its 2026 annual meeting on April 24, with shareholders approving key governance and compensation matters. The most material outcome was approval of an amended equity compensation plan that adds 7.75 million shares to the pool available for employee and executive awards, adjusts the fungible ratio to 2.71 for full-value awards, and implements a one-year minimum vesting requirement.
This expansion provides the company with additional capacity to grant equity-based compensation as part of its talent retention and incentive strategy. All routine governance items passed with strong support. The say-on-pay vote received 97.4% approval from votes cast, representing 78.6% of the 155.29 million shares outstanding—a healthy endorsement of the executive compensation program.
All eleven director nominees were elected with support ranging from 97.6% to 99.5% of votes cast, and Ernst & Young was ratified as auditor with 97.3% support. A shareholder proposal requesting an independent board chairman was decisively rejected with 91.5% opposition, suggesting shareholders are satisfied with the current board leadership structure. The meeting reflects routine annual governance with no material concerns.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Stanley Black & Decker held its 2026 annual meeting, with shareholders electing 11 directors, approving executive compensation, and ratifying the auditor.
Added in current filing · verify on EDGAR →
For | Against | Abstain | Broker Non-Votes | 120,169,156 | 5,136,344 | 277,662 | 12,366,847
Shareholders approved the Amended and Restated 2024 Plan with 95.9% of votes cast in favor. This represents 77.4% of the 155,286,429 shares outstanding and entitled to vote, authorizing the company to continue granting equity-based compensation to employees and directors.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
For | Against | Abstain | Broker Non-Votes | 10,520,406 | 114,479,597 | 583,159 | 12,366,847
A shareholder proposal requesting an independent board chairman was rejected, with only 8.4% of votes cast in favor and 91.5% against. This represents 6.8% support of the 155,286,429 shares outstanding, indicating shareholders are comfortable with the current board leadership structure.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 25, 2026 · How we verify