STANLEY BLACK & DECKER, INC.

The proposal requests that the Board adopt an enduring policy (and amend governing documents as needed) to ensure the offices of Board Chair and CEO are held by two separate individuals and that the Chair be an independent director, specifying that a Lead Director is not a substitute. The supporting statement argues that an independent Chair would provide impartial oversight, strengthen accountability and shareholder confidence, and improve governance and risk monitoring. It cites company-specific concerns—including recent stock weakness, tariff impacts, market and operational headwinds, executive transitions and workforce reductions—as reasons to accelerate adoption. The resolution would require the Board to implement a structural change to its leadership model to prioritize an independent Chair.