STANLEY BLACK & DECKER, INC. 8-K

What Happened
Stanley Black & Decker, Inc. (SWK) filed an 8‑K reporting board changes announced January 23, 2026. Director Andrea Ayers informed the board she will retire and will not stand for re‑election at the Company’s 2026 annual meeting; she will remain on the board until that meeting. The Board immediately elected Shane O’Kelly as a director and elected Debra Crew as Lead Independent Director effective January 23, 2026. The Board also designated Ms. Crew to become non‑executive Chair of the Board effective October 1, 2026, upon the planned retirement of Donald Allan, Jr.

Key Details

• Andrea Ayers notified the Board of her retirement decision on January 23, 2026 and will serve until the 2026 annual meeting. No disagreements with the Company were reported.
• Shane O’Kelly was elected to the Board effective January 23, 2026 and will join the Compensation and Talent Development Committee and the Corporate Governance Committee.
• Debra Crew was elected Lead Independent Director effective January 23, 2026 and is slated to become non‑executive Chair on October 1, 2026, consistent with the Company’s prior plan to return to a non‑executive Chair.
• Mr. O’Kelly will participate in the Company’s existing non‑employee director compensation program as described in the Company’s 2025 proxy.

Why It Matters
Board composition and leadership changes affect corporate governance and oversight. These are planned, orderly transitions (including a scheduled move back to a non‑executive Chair) rather than management upheaval—Ms. Ayers’ departure was voluntary and not due to disagreements. Investors should note the timing of the Chair transition (October 1, 2026) and the immediate committee assignments for the new director, which may influence oversight of compensation and governance matters.