UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 97761 / June 20, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4422 / June 20, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21497

In the Matter of

STANLEY BLACK & 

DECKER, INC.,

Respondent.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASEAND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Stanley Black & Decker, Inc. (“SBD” or 

“Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Ceaseand-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding.
2

Summary

1. This matter arises from Stanley Black & Decker, Inc.’s failure to disclose in its 

definitive proxy statements at least $1.3 million worth of perquisites and personal benefits paid to, 

or on behalf of, four of its named executive officers and one of its directors from 2017 through 

2020. The perquisites predominantly consisted of expenses associated with the executives’ use of 

corporate aircraft. In connection with this conduct, SBD violated Sections 13(a) and 14(a) of the 

Exchange Act and Rules 12b-20, 13a-1, and 14a-3 thereunder.

Respondent

2. Stanley Black & Decker, Inc. is a Connecticut corporation headquartered in New 

Britain, Connecticut. SBD is a diversified global provider of hand tools, power tools, and other 

products and services. SBD’s common stock is registered under Section 12(b) of the Exchange 

Act and trades on the New York Stock Exchange under the ticker symbol “SWK.”

Background

3. Section 14(a) of the Exchange Act makes it unlawful to solicit any proxy in respect 

of any security (other than an exempted security) registered pursuant to Section 12 of the Exchange 

Act in contravention of such rules and regulations as the Commission may prescribe. Rule 14a-3 

prohibits issuers with securities registered pursuant to Section 12 of the Exchange Act from 

soliciting proxies without furnishing proxy statements containing the information specified in 

Schedule 14A, including executive compensation disclosures pursuant to Item 402 of Regulation 

S-K. Item 402 of Regulation S-K requires disclosure of the total value of all perquisites and other 

personal benefits provided to named executive officers who receive at least $10,000 worth of such 

items in a given year. Item 402 of Regulation S-K also requires identification of all perquisites and 

personal benefits by type, and quantification of any perquisite or personal benefit that exceeds the 

greater of $25,000 or 10% of total perquisites.

4. In 2006, the Commission adopted amendments to executive compensation 

disclosure rules, including Item 402 of Regulation S-K. See Commission’s Executive 

Compensation and Related Person Disclosure Final Rule adopting release, Release Nos. 33-

8732A; 34-54302A; IC-27444A; File No. S7-03-06 (August 29, 2006) (the “Adopting Release”). 

According to the Adopting Release, “an item is not a perquisite or personal benefit,” and does not 

need to be reported, “if it is integrally and directly related to the performance of the executive’s 

duties. Otherwise, an item is a perquisite or personal benefit if it confers a direct or indirect benefit 

that has a personal aspect, without regard to whether it may be provided for some business reason 

or for the convenience of the company, unless it is generally available on a non-discriminatory 

basis to all employees.” The Adopting Release also states that “the concept of a benefit that is 

‘integrally and directly related’ to job performance is a narrow one,” which “draws a critical 

distinction between an item that a company provides because the executive needs it to do the job, 

making it integrally and directly related to the performance of duties, and an item provided for 

some other reason, even where that other reason can involve both company benefit and personal 

benefit.”
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5. According to the Adopting Release, even where the company “has determined that 

an expense is an ‘ordinary’ or ‘necessary’ business expense for tax or other purposes or that an 

expense is for the benefit or convenience of the company,” that determination “is not responsive to 

the inquiry as to whether the expense provides a perquisite or other personal benefit for disclosure 

purposes.” Indeed, “business purpose or convenience does not affect the characterization of an 

item as a perquisite or personal benefit where it is not integrally and directly related to the 

performance by the executive of his or her job.”

Facts

6. Contrary to Item 402 of Regulation S-K and the Commission’s guidance in the 

Adopting Release, SBD’s system for identifying, tracking and calculating perquisites did not apply 

an integrally-and-directly-related standard when characterizing certain items as perquisites.

7. In definitive proxy statements disclosing executive compensation paid for 2017 

through 2020, which were filed in 2018 through 2021, SBD disclosed a total annual average of 

approximately $1 million worth of “All Other Compensation” for the four named executive 

officers and one director at issue. The proxy statements listed zero dollars in compensation 

attributable to the officers’ and director’s use of corporate aircraft. 

8. However, these same definitive proxy statements failed to disclose at least $1.3

million worth of perquisites and personal benefits, predominantly related to corporate aircraft 

usage, that were provided to these four named executive officers and the director, thereby 

understating the “All Other Compensation” portion of their compensation by a total annual average 

of at least $325,000. 

9. From 2018 through 2021, SBD incorporated its definitive proxy statements into its 

annual reports by reference.

10. On March 9, 2022, SBD filed a definitive proxy statement, which, among other 

things, provided revised disclosures regarding perquisites and personal benefits provided to certain 

named executive officers in 2019 and 2020.

Violations

11. Section 14(a) of the Exchange Act makes it unlawful to solicit any proxy in respect 

of any security (other than an exempted security) registered pursuant to Section 12 of the Exchange 

Act in contravention of such rules and regulations as the Commission may prescribe. Rule 14a-3 

prohibits issuers with securities registered pursuant to Section 12 of the Exchange Act from 

soliciting proxies without furnishing proxy statements containing the information specified in

Schedule 14A, including executive compensation disclosures pursuant to Item 402 of Regulation 

S-K. Item 402 of Regulation S-K requires disclosure of the total value of all perquisites and other 

personal benefits provided to named executive officers who receive at least $10,000 worth of such 

items in a given year. Item 402 of Regulation S-K also requires disclosure of all perquisites and 

personal benefits by type, and specific identification of any perquisite or personal benefit that 

exceeds the greater of $25,000 or 10% of the total perquisites. No showing of scienter is required 
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to establish a violation of Section 14(a) of the Exchange Act and Rule 14a-3 thereunder. See, e.g., 

Gerstle v. Gamble-Skogmo, Inc., 478 F.2d 1281, 1299-1300 (2d Cir. 1973). As a result of the 

conduct described above, SBD violated Section 14(a) of the Exchange Act and Rule 14a-3 

thereunder.

12. Section 13(a) of the Exchange Act and Rule 13a-1 thereunder require every issuer 

of a security registered pursuant to Section 12 of the Exchange Act to file with the Commission, 

among other things, annual reports as the Commission may require. The Commission need not 

prove scienter to establish a violation of Section 13(a) of the Exchange Act (or Exchange Act 

Rules 12b-20 and 13a-1). See, e.g., SEC v. McNulty, 137 F.3d 732, 740-41 (2d Cir. 1998). As a 

result of its incorporation of deficient proxy statements by reference in its annual reports, SBD 

violated Section 13(a) of the Exchange Act and Rule 13a-1 thereunder.

13. As a result of the conduct described above, SBD violated Rule 12b-20 under the 

Exchange Act, which requires that, in addition to the information expressly required to be included 

in a statement or report filed with the Commission, there shall be added such further material 

information, if any, as may be necessary to make the required statements, in light of the 

circumstances under which they are made, not misleading.

SBD’s Self-Reporting, Cooperation and Remedial Efforts

14. In determining to accept the Offer, the Commission considered the following:

a. After learning of potential misconduct, SBD promptly acted to ensure that 

outside counsel conducted an internal investigation under the direction and 

oversight of a Special Committee of independent directors. Prior to 

completing its internal investigation, SBD self-reported to the 

Commission staff the failure to disclose perquisites referred to herein and 

other conduct potentially implicating the federal securities laws.

b. SBD cooperated with the Commission’s investigation, including by

providing to Commission staff facts developed through the internal 

investigation and compilations of relevant documents, information, and 

data.

c. SBD implemented remedial measures designed to ensure compliance with 

Item 402 of Regulation S-K and Commission guidance. SBD also made 

disclosures in the Form 10-K for its fiscal year ended January 1, 2022 

concerning expenses it had identified that constituted undisclosed 

perquisites, and made additional disclosures thereafter.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer.
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Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Sections 13(a) and 14(a) of the 

Exchange Act and Rules 12b-20, 13a-1, and 14a-3 thereunder. 

B. Respondent acknowledges that the Commission is not imposing a civil penalty 

based in part upon its cooperation in a Commission investigation. If at any time following the 

entry of the Order, the Division of Enforcement (“Division”) obtains information indicating that 

Respondent knowingly provided materially false or misleading information or materials to the 

Commission, or in a related proceeding, the Division may, at its sole discretion and with prior 

notice to the Respondent, petition the Commission to reopen this matter and seek an order directing 

that the Respondent pay a civil money penalty. Respondent may contest by way of defense in any 

resulting administrative proceeding whether it knowingly provided materially false or misleading 

information, but may not: (1) contest the findings in the Order; or (2) assert any defense to liability 

or remedy, including, but not limited to, any statute of limitations defense.

By the Commission.

Vanessa A. Countryman

Secretary