What changed in this filing

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Item 3. Legal Proceedings

2024-02-27 compared with 2023-02-23 · 75 added, 11 removed, 7 unchanged (92% of the section changed)

LEGAL PROCEEDINGS

As previously disclosed, the Company has identified that certain expenses it incurred in previous years constituted undisclosed perquisites.

The Company has voluntarily disclosed this information to the U.S.

Securities and Exchange Commission (“SEC”) and is cooperating with the SEC’s investigation of this matter.

Also, the Company has identified certain transactions relating to its international operations that may raise compliance questions under the U.S.

Foreign Corrupt Practices Act (“FCPA”) and has voluntarily disclosed this information to the U.S.

Department of Justice (“DOJ”) and the SEC.

The Company is cooperating with both agencies in their investigations.

Government Investigations

On January 19, 2024, the Company was notified by the Compliance and Field Operations Division (the “Division”) of the Consumer Product Safety Commission that the Division intends to recommend the imposition of a civil penalty of approximately $32 million for alleged untimely reporting in relation to certain utility bars and miter saws that were subject to voluntary recalls in September 2019 and March 2022, respectively.

The Company is currently evaluating and believes there are defenses to the Division’s claims, and the Company is cooperating with the Division.

However, given the early stage of this matter, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount of potential loss, if any, from this matter.

As previously disclosed, the Company has identified certain transactions relating to its international operations that may raise compliance questions under the FCPA and voluntarily disclosed this information to the U.S.

Department of Justice (“DOJ”) and the SEC in January 2023.

The Company is cooperating with both agencies in their investigations of these transactions (the “FCPA Matters”).

Currently, the Company does not believe that the FCPA Matters will have a material impact on its financial condition or results of operations, although it is possible that a loss related to the FCPA Matters may be incurred.

Given the ongoing nature of the FCPA Matters, management cannot predict the duration, scope, or outcome of the DOJ’s or SEC’s investigations or estimate the potential magnitude of any such loss or range of loss, or the cost of the ongoing investigations.

Any determination that certain transactions relating to the Company’s international operations were not in compliance with the FCPA could result in the imposition of fines, civil or criminal penalties, equitable remedies, including disgorgement, injunctive relief, or other sanctions against the Company.

The Company also may become a party to litigation or other legal proceedings over the FCPA Matters described above.

The Company is committed to upholding the highest standards of corporate governance and is continuously focused on ensuring the effectiveness of its policies, procedures, and controls.

The Company is in the process, with the assistance of professional advisors, of reviewing and further enhancing relevant policies, procedures, and controls.

Currently, the Company does not believe that these matters will have a material impact on its financial condition or results of operations, although it is possible that a loss related to these matters may be incurred.

Given the ongoing nature of these matters, management cannot predict the duration, scope, or outcome of the SEC’s and DOJ’s investigations or estimate the potential magnitude of any such loss or range of loss, or the cost of the ongoing investigations.

Any determination that the Company’s expense and perquisite reporting practices were not in compliance with existing laws or regulations or that certain transactions relating to the Company’s international operations were not in compliance with the FCPA could result in the imposition of fines, civil or criminal penalties, equitable remedies, including disgorgement, injunctive relief, or other sanctions against the Company.

The Company also may become a party to litigation or other legal proceedings over these matters.

Class Action Litigation

As previously disclosed, on March 24, 2023, a putative class action lawsuit titled Naresh Vissa Rammohan v.

Stanley Black & Decker, Inc., et al., Case No.

3:23-cv-00369-KAD (the “ Rammohan Class Action”), was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers and directors.

The complaint was filed on behalf of a purported class consisting of all purchasers of Stanley Black & Decker common stock between October 28, 2021 and July 28, 2022, inclusive.

The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 based on allegedly false and misleading statements related to consumer demand for the Company’s products amid changing COVID-19 trends and macroeconomic conditions.

The complaint seeks unspecified damages and an award of costs and expenses.

On October 13, 2023, Lead Plaintiff General Retirement System of the City of Detroit filed an Amended Complaint that asserts the same claims and seeks the same forms of relief as the original complaint.

The Company intends to vigorously defend this action in all respects and on December 14, 2023 filed a motion to dismiss the Amended Complaint in its entirety.

Briefing on that motion is expected to conclude in April 2024.

Given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.

Derivative Actions

As previously disclosed, on August 2, 2023 and September 20, 2023, derivative complaints were filed in the United States District Court for the District of Connecticut, titled Callahan v.

Allan, et al ., Case No.

3:23-cv-01028-OAW (the “ Callahan Derivative Action”) and Applebaum v.

Allan, et al.

3:23-cv-01234-OAW (the “ Applebaum Derivative Action”), respectively, by putative stockholders against certain current and former directors and officers of the Company premised on the same allegations as the Rammohan Class Action.

The Callahan and Applebaum Derivative Actions were consolidated by Court order on November 6, 2023 and defendants’ responses to both complaints have been stayed pending the disposition of any motions to dismiss in the Rammohan Class Action.

The individual defendants intend to vigorously defend the Callahan and Applebaum Derivative Actions in all respects.

However, given the early stage of this litigation, at this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from these actions.

On October 19, 2023, a derivative complaint was filed in Connecticut Superior Court, titled Vladimir Gusinsky Revocable Trust v.

Allan, et al ., Docket Number HHBCV236082260S, by a putative stockholder against certain current and former directors and officers of the Company.

Plaintiff seeks to recover for alleged breach of fiduciary duties and unjust enrichment under Connecticut state law premised on the same allegations as the Rammohan Class Action.

By Court order on November 11, 2023,

the Connecticut Superior Court granted the parties’ motion to stay defendants’ response to the complaint pending the disposition of any motions to dismiss in the Rammohan Class Action.

The individual defendants intend to vigorously defend this action in all respects.

Other Actions

In addition to the matters above, in the normal course of business, the Company is involved in various lawsuits and claims, including product liability, environmental, intellectual property, contract and commercial, advertising, employment and distributor claims, and administrative proceedings.

2 unchanged sentences

Not applicable.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following is a list of the executive officers of the Company as of February 27, 2024:

Name and Age Office Date Elected to Office as an Executive Officer

Donald Allan, Jr.

(59) President and Chief Executive Officer since July 2022.

President and Chief Financial Officer (2021);

Executive Vice President & Chief Financial Officer (2016);

Senior Vice President and Chief Financial Officer (2010);

Vice President and Chief Financial Officer (2009);

Vice President and Corporate Controller (2002);

Corporate Controller (2000);

Assistant Controller (1999).

Hallinan (56) Executive Vice President, Chief Financial Officer since April 2023.

Executive Vice President and Chief Financial Officer, Fortune Brands Innovations, Inc.

(formerly, Fortune Brands Home & Security, Inc.) (2017);

Senior Vice President Finance, Fortune Brands Innovations, Inc.

Vice President Finance and Chief Financial Officer, Moen Incorporated (2013).

Abuaita (51) Senior Vice President, Chief Supply Chain Officer since January 2022.

Senior Vice President and Chief Supply Chain Officer, SC Johnson & Son, Inc.

Link (54) Senior Vice President, General Counsel and Secretary since July 2017.

Executive Vice President, General Counsel, JC Penney Company, Inc.

Vice President, Deputy General Counsel, JC Penney Company, Inc.

Vice President, Deputy General Counsel, Clear Channel Companies (2013).

Lucas (64) Senior Vice President, Chief Human Resources Officer since January 2023.

Founder and Principal, True North Human Capital Consulting, LLC (2019);

Senior Vice President and Chief Human Resources Officer, Goodyear Tire & Rubber Company (2015);

Senior Vice President, Human Resources & Communications, Lockheed Martin Corporation (2009).

Christopher J.

Nelson (53) Chief Operating Officer, Executive Vice President and President, Tools & Outdoor since June 2023.

President, HVAC, Carrier Global Corporation (2020);

President, Commercial HVAC, Carrier Global Corporation (2018);

President, North America HVAC, Carrier Global Corporation (2012).

Robinson (55) Senior Vice President and President, STANLEY Industrial since April 2020.

President, Honeywell Industrial Safety, Honeywell International, Inc.

President, Honeywell Sensing and Internet of Things, Honeywell International, Inc.

Chief Marketing Officer and Vice President, Global Strategy & Marketing, Automation and Control Solutions, Honeywell International, Inc (2014).

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings