Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The selection of
In connection with his appointment as Chief Financial Officer, the Board of
Directors approved the following compensation and benefit arrangements for
• an annual base salary of$800,000 ; • a one-time sign-on bonus of$350,000 , subject to reimbursement ifMr. Hallinan's employment is terminated by him voluntarily or by the Company due to violations of Company rules or misconduct within two years of the Effective Date; • a one-time restricted stock unit grant to be granted within seven days of the Effective Date with an aggregate grant date value of$2,650,000 , which will vest 1/3 on each anniversary of the grant date; • 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 2023 fiscal year equal to 100% of his base salary, and a target amount for subsequent fiscal years as determined by the Board (or a committee thereof); • annual grants of equity awards in forms and amounts to be determined annually by the Board (or a committee thereof), except that the annual equity awards to be granted in each of fiscal years 2023 and 2024 will have an aggregate grant date value of$3.65 million and are expected to be comprised of a mix of 50% of performance share units, 25% of stock options and 25% of restricted stock units, withMr. Hallinan's initial annual equity grants for fiscal year 2023 to be made within seven days of the Effective Date under the Company's 2022 Omnibus Award Plan; 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.
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Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, 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
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 99.1 Press Release datedJanuary 23, 2023 , issued byStanley Black & Decker, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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