Stanley Black & Decker | Separate Chair & CEO at Stanley Black & Decker

Status
Filed
AGM date
Previous AGM date
Resolution details
Company ticker
SWK
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. Now could be a ripe time for this policy since Stanley Black & Decker stock was at $225 in 2021 and drastically less at only $65 late in 2025 despite a robust stock market. Plus challenging news reports regarding Stanley Black & Decker emerged in 2025. SWK total revenue for the first half of 2025 fell to $7.6 billion from $7.8 billion. The annualized gross impact from tariffs is estimated at $800 million for 2025. To mitigate this, SWK raised prices and plans another price increase in Q4 2025, a strategy that could deter consumers. Low consumer demand, particularly in the Do-It-Yourself (DIY) and outdoor markets, contributed to volume declines in its Tools & Outdoor segment. The automotive sector also saw a decline. SWK announced that CEO Donald Allan was stepping down in October 2025 to be replaced by COO Christopher Nelson. Allan is unfortunately expected to remain at SWK for a year. SWK General Counsel, Janet Link, was to depart in November 2025. Yahoo Finance financial analysts reported that SWK could be a "dividend trap" in 2025. The analysis highlighted that SWK?s dividend payouts were significantly higher than its earnings, a risky position for shareholders. In June 2025 Fitch Ratings affirmed SWK?s credit rating at 'BBB+' but kept the outlook at Negative. Continuing a 2024 trend, SWK announced further layoffs and plant closings in 2025. The closing of a distribution center in Concord, North Carolina, will result in 224 job cuts. Employee reviews on Glassdoor from April 2025 cited "endless layoffs and reorgs" as negatively impacting long-term growth and creating a challenging work environment.

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