0000790051false00007900512023-05-022023-05-020000790051us-gaap:CommonStockMember2023-05-022023-05-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________
FORM 8-K
_____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_____________________________________________________
Date of Report (Date of earliest event reported): May 2, 2023
www.carlisle.com
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Delaware |
|
001-09278 |
|
31-1168055 |
| (State or other jurisdiction of incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254
(Address of principal executive offices, including zip code)
480-781-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Common stock, $1 par value |
|
CSL |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2023, the Board of Directors (the "Board") of Carlisle Companies Incorporated (the “Company”) elected C. David Myers to the Board, effective that day, as part of the class with a term expiring at the Company's 2025 annual meeting of stockholders, fixing the number of directors of the Company at 10. Mr. Myers has been appointed to serve on the Board’s Audit Committee and its Corporate Governance and Nominating Committee.
The Board affirmatively determined that Mr. Myers qualifies as an independent director under the Company’s director independence standards and the applicable rules of the New York Stock Exchange and the Securities and Exchange Commission. There are no arrangements or understandings between Mr. Myers and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Myers that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Mr. Myers will receive compensation in accordance with the Company's standard compensation arrangements for non-employee directors, which are described under the caption "Director Compensation" in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2023 (the “Proxy Statement”), as adjusted by the Board from time to time. Specifically, in connection with his election as a director, Mr. Myers received an award of 755 restricted shares of the Company’s common stock having a grant date fair value of approximately $160,000.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 3, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected all three of the directors nominated by the Board, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers for 2022 as disclosed in the Proxy Statement, (iii) approved, on an advisory basis, the annual frequency of holding an advisory vote to approve the compensation of the Company’s named executive officers and (iv) ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Each of these proposals is further described in the Proxy Statement. Final voting results on each proposal submitted to the Company’s stockholders at the Annual Meeting are as follows:
Proposal 1. Election of Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Director |
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker
Non-Votes |
| Robert G. Bohn |
|
40,717,069 |
|
2,969,183 |
|
802,848 |
|
2,511,175 |
| Gregg A. Ostrander |
|
34,255,925 |
|
9,429,352 |
|
803,823 |
|
2,511,175 |
| Jesse G. Singh |
|
43,631,354 |
|
742,062 |
|
115,684 |
|
2,511,175 |
Proposal 2. Approval, on an advisory basis, of the compensation of the Company’s named executive officers for 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker
Non-Votes |
| 38,814,932 |
|
5,549,947 |
|
124,221 |
|
2,511,175 |
Proposal 3. Approval, on an advisory basis, of the frequency of holding an advisory vote to approve the compensation of the Company’s named executive officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1 Year |
|
2 Years |
|
3 Years |
|
Abstentions |
|
Broker
Non-Votes |
| 43,192,704 |
|
87,065 |
|
1,108,734 |
|
100,597 |
|
2,511,175 |
Proposal 4. Ratification of Deloitte & Touche LLP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstentions |
| 46,781,307 |
|
182,638 |
|
36,330 |
As noted above, at the Annual Meeting, in accordance with the recommendation of the Board, the Company’s stockholders approved, on an advisory basis, the annual frequency of holding an advisory stockholder vote to approve the compensation of the Company’s named executive officers. Based on the voting results, the Company intends to continue to include an advisory stockholder vote to approve the Company’s named executive officer compensation in its proxy materials on an annual basis until the next required advisory vote on the frequency of holding an advisory stockholder vote to approve the compensation of the Company’s named executive officers, which will occur no later than the Company’s annual meeting of stockholders in 2029.
Item 7.01. Regulation FD Disclosure.
In connection with Mr. Myers’ election to the Board, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exhibit Number |
|
Exhibit Title |
|
|
|
|
Press release of Carlisle Companies Incorporated dated May 2, 2023 |
|
104 |
|
|
Cover page interactive data file (formatted in inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CARLISLE COMPANIES INCORPORATED |
|
|
|
|
| Date: |
May 4, 2023 |
By: |
/s/ Kevin P. Zdimal |
|
|
|
Kevin P. Zdimal |
|
|
|
Vice President and Chief Financial Officer |
EX-99.1
2
exhibit991-myerspressrelea.htm
EX-99.1
Document
5/2/23
Carlisle Companies Elects C. David Myers to its Board of Directors
SCOTTSDALE, ARIZONA, May 2, 2023 - Carlisle Companies Incorporated (NYSE:CSL) announced today that C. David Myers has been elected to its Board of Directors effective immediately.
Mr. Myers served as President - Building Efficiency of Johnson Controls Inc., a global diversified technology and industrial company from 2005 to 2014. Mr. Myers previously served as President and Chief Executive Officer, as well as a director, of York International Corporation, a provider of heating, ventilating, air conditioning, and refrigeration products and services from 2004 until York was acquired by Johnson Controls in 2005. Prior to 2004, Mr. Myers held other positions with increasing responsibility at York, including serving as President, Executive Vice President and Chief Financial Officer. Mr. Myers also previously served as a Senior Manager at KPMG LLP. Mr. Myers is a director of The Manitowoc Company, Inc., The Boler Company and First American Funds.
Chris Koch, Chair, President & Chief Executive Officer, said “We are extremely pleased to have Dave join our board. With Dave’s experience in large manufacturing companies, his strong financial and public accounting background and his involvement in several other diverse business disciplines, he will add significant value to Carlisle and our shareholders as we continue to build on our Vision 2025 successes.”
About Carlisle Companies Incorporated
Carlisle Companies Incorporated is a leading supplier of innovative Building Envelope products and solutions for more energy efficient buildings. Through its building products businesses – Construction Materials (CCM) and Weatherproofing Technologies (CWT) – and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Carlisle is committed to generating superior shareholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Carlisle is also a leading provider of products to the Aerospace, Medical Technologies and General Industrial markets through its Interconnect Technologies (CIT) and Fluid Technologies (CFT) business segments. Leveraging its culture of continuous improvement as embodied in the Carlisle Operating System (COS), Carlisle has committed to achieving net-zero greenhouse gas emissions by 2050.
Contact: Jim Giannakouros, CFA
Vice President, Investor Relations
Carlisle Companies Incorporated
(480) 781-5135
jgiannakouros@carlisle.com
エドガーで原本を確認する
