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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 28, 2025
www.carlisle.com
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-09278 |
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31-1168055 |
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(Commission File Number) |
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(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:
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| Title of each class |
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Trading Symbol(s) |
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Name of exchange on which registered |
| Common stock, $1 par value |
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CSL |
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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 January 28, 2025, the Board of Directors (the "Board") of Carlisle Companies Incorporated (the “Company”) elected Sheryl D. Palmer to the Board, effective that day, as part of the class with a term expiring at the Company's 2026 annual meeting of stockholders, fixing the number of directors of the Company at 11.
The Board affirmatively determined that Ms. Palmer 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 Ms. Palmer and any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Palmer that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Ms. Palmer 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 19, 2024 (the “Proxy Statement”), as adjusted by the Board from time to time. Specifically, in connection with her election as a director, Ms. Palmer received an award of 111 restricted shares of the Company’s common stock having a grant date fair value of approximately $43,750.
Item 7.01. Regulation FD Disclosure.
In connection with Ms. Palmer’s 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 (this “Report”).
The information in this Item 7.01 of this Report, 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
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| Exhibit Number |
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Exhibit Title |
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Press release of Carlisle Companies Incorporated, dated January 28, 2025 |
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104 |
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Cover page interactive data file (embedded within the inline XBRL document) |
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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.
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CARLISLE COMPANIES INCORPORATED |
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| Date: |
January 28, 2025 |
By: |
/s/ Kevin P. Zdimal |
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Kevin P. Zdimal |
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Vice President and Chief Financial Officer |
EX-99.1
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pressrelease-sheryldpalmer.htm
EX-99.1
Document
1/28/25
Carlisle Companies Elects Sheryl D. Palmer to its Board of Directors
SCOTTSDALE, ARIZONA, January 28, 2025 - Carlisle Companies Incorporated (NYSE:CSL) announced today that Sheryl D. Palmer has been elected to its Board of Directors effective immediately.
Ms. Palmer is President, Chief Executive Officer and Chairman of the Board of Taylor Morrison Home Corporation, a U.S.-based, publicly-traded leading national land developer and homebuilder. Ms. Palmer’s previous experience includes senior leadership roles at Blackhawk Corp. and Pulte Homes/Del Webb Corporation. Ms. Palmer has over 35 years of cross-functional industry experience in the building sector, including leadership in land acquisition, sales and marketing, development and operations management. Ms. Palmer is a member of various non-profit organizations that serve the needs of homeless families and develop talent for the building industry. In addition, Ms. Palmer is a member of the Executive Committee of the Joint Center for Housing Studies of Harvard University.
Chris Koch, Chair, President & Chief Executive Officer, said “We are extremely pleased to have Sheryl join our board. Sheryl has deep knowledge of the building sector and brings experience in leading a public company. Sheryl will add significant value to Carlisle and our shareholders as we continue to build on our Vision 2030 initiatives.”
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 – Carlisle Construction Materials (“CCM”) and Carlisle 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. 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: Mehul Patel
Vice President, Investor Relations
Carlisle Companies Incorporated
(310) 592 - 9668
mpatel@carlisle.com
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