Stanley Black & Decker, Inc. (SWK)

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Stanley Black & Decker, Inc. (SWK)

Annual Meeting of Shareholders

April 16, 2013 9:30 am ET


Kathryn H. White Vanek - Vice President of Investor & Government Relations

John F. Lundgren - Chairman of the Board, Chief Executive Officer and Chairman of Executive Committee

Craig A. Douglas - Vice President and Treasurer


Kathryn H. White Vanek

Good morning, everybody, and welcome. My name is Kate Vanek, Stanley Black & Decker's Vice President of Investor and Government Relations.

If you don't mind, I'd love to cover just a little bit of administrative info before we get started this morning. Thank you, all, so much for taking your time out of your day to come today.

If you haven't done so already, please turn off your cellphone or put it in silent mode.

We distributed an agenda, and you'll notice there are 9 items. After reviewing all of the Items involving votes, numbers 2 through 5 on your agenda, we will provide an opportunity for you to ask questions about those items. In addition, you'll note that Item 8 is a general Q&A or question-and-answer period. At that time, we'll entertain any questions you might have on the topic.

We will have roving microphones and we'd appreciate if you use them so that everyone in attendance can hear your question. Please identify yourself before asking your question. And finally, when you ask your question, please be considerate of others who may be waiting to ask something of their own by keeping yours as brief as possible. We want to thank you, in advance for this.

I would like us now to all please welcome John Lundgren, our Chairman and Chief Executive Officer, who will conduct the meeting. Thank you.

John F. Lundgren

Kate, thanks very much, and good morning, ladies and gentlemen, and welcome to the 170th Annual Meeting of Shareholders.

As Kate said, I'm John Lundgren, Chairman and Chief Executive of Stanley Black & Decker. And some of the members of the senior management team are on the stage with me this morning. If you can stand up when I call you, please. Jim Loree, our President and Chief Operating Officer; Don Allan, our Senior Vice President and Chief Financial Officer; and Bruce Beatt, our Senior Vice President, General Counsel and Corporate Secretary.

Like many other companies, we limit our agenda to the required business and questions from the shareholders, and we observe the rules of procedure that you did receive when you entered the room this morning. There will be an opportunity for discussion following the four items of business. And after all the items have been voted upon, there will also be an opportunity for questions of general interest to any of the shareholders who are here this morning.

I do have before me an affidavit of the mailing stating that the notice of this meeting, a proxy statement, proxy and annual report were distributed on March 15, 2013, to all shareholders of record as of the close of business on February 25, 2013. Therefore, I declare that the meeting has been properly called. The inspectors of election have also informed me that a quorum is present, so we will proceed.

We are webcasting, as well as recording this meeting, so if you're interested in listening to either of those, you can contact Bruce Beatt.

To simplify the balloting, we will defer voting until all business items listed in the meeting notice have been presented.

The first order of business today is the election of directors, and there are 9 nominees, including myself, for election to the board, which if elected, will constitute the entire Board of Directors. Each elected director will serve until the 2014 Annual Meeting and until his or her successor is elected and qualified. Eight of the nominees are present here this morning. The nominees and their background have been included in your proxy statement.

And I'd ask the nominees for election to the board who are present just to please stand as I read the names of the nominees: George W. Buckley, Patrick D. Campbell, Carlos M. Cardoso, Robert B. Coutts, Benjamin H. Griswold IV, John Lundgren, Anthony Luiso, Robert L. Ryan, and Mrs. Parrs, Marianne Parrs, has an irreconcilable schedule conflict and is not with us this morning. Thanks, gentlemen.

The persons named in the proxy statement have been nominated as directors of the corporation. No other nominations have been made in accordance with our bylaws so the nominations are closed.

The second item of business is to approve the Stanley Black & Decker Long-Term Incentive Plan. The Board of Directors adopted the plan subject to shareholder approval on February 19, 2013. And the purpose of the 2013 plan is to provide appropriate incentives and rewards to key employees and certain other individuals who are contributing to the company's future success and prosperity, thus enabling the value of the company for its shareholders and enabling the company to attract and retain exceptionally-qualified individuals, upon whom, in a large measure, the continued progress, growth and profitability of the company depend. There's a lot more information regarding the proposed plan and that can be found as well in the proxy statement. The Board of Directors has recommended our shareholders vote for this plan.

The third item of business is to ratify the selection of Ernst & Young as the independent registered public accounting firm for the corporation for fiscal 2013, and we do have senior partners from and managers from Ernst & Young present with us today.

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