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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrantý | |||
Filed by a Party other than the Registranto | |||
Check the appropriate box: | |||
o | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
ý | Definitive Proxy Statement | ||
o | Definitive Additional Materials | ||
o | Soliciting Material Pursuant to §240.14a-12 | ||
CARLISLE COMPANIES INCORPORATED | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
| Payment of Filing Fee (Check the appropriate box): | ||||
ý | No fee required. | |||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
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o | Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| (2) | Form, Schedule or Registration Statement No.: | |||
| (3) | Filing Party: | |||
| (4) | Date Filed: | |||
CARLISLE COMPANIES INCORPORATED
1160516430 North Community HouseScottsdale Road, Suite 600400Charlotte, North Carolina 28277Scottsdale, Arizona 85254(704) 501-1100(480) 781-5000
NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
The 20152018 Annual Meeting of ShareholdersStockholders (the "Annual Meeting") of Carlisle Companies Incorporated (the "Company") will be held in the Niagara meeting room of the Hilton Garden Inn Toledo Perrysburg located at 6165 Levis Commons Blvd.8:00 a.m., Perrysburg, Ohio 43551Eastern Time, on Wednesday, May 6, 2015,2, 2018 at 12:00 noon eastern timethe offices of Accella Performance Materials located at 100 Enterprise Drive, Cartersville, Georgia 30120, for the following purposes:
The Board of Directors unanimously recommends that you vote "FOR" items 1, 2 and 3. The proxy holders will use their discretion to vote on other matters that may properly arise at the Annual Meeting or any adjournment or postponement thereof.
Only shareholdersstockholders of record atas of the close of business on March 11, 20157, 2018 will be entitled to vote at the Annual Meeting whether or not they have transferred their stock since that date.
YOUR VOTE IS IMPORTANT
If you own your shares directly as a registered shareholderstockholder or through the Company'sCarlisle, LLC Employee Incentive Savings Plan, please vote in one of these ways:
If you own your shares indirectly through a bank, broker or broker, you may vote in accordance withsimilar organization, please follow the instructions provided by your bank or broker. Those instructions may include online voting. If you receive or request a voting instruction form from the holder of record to vote your bank or broker, you may also return the completed form by mail or vote by telephone if a number is provided. You may also obtain a legal proxy from your bank or broker and submit a ballot in person at the 2015 Annual Meeting of Shareholders.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2015 ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD ON MAY 6, 2015:
The proxy materials relating to the 2015 Annual Meeting, including the form of proxy card, the 2014 Annual Report and the Form 10-K are available on the Internet. Please go to www.proxyvote.com to view and obtain the proxy materials online.shares.
| By Order of the Board of Directors, | ||
Robert M. Roche Vice President and Chief Financial Officer |
Charlotte, North CarolinaScottsdale, Arizona
March 20, 201519, 2018
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders To Be Held on May 2, 2018:
The Notice of 2018 Annual Meeting of Stockholders, Proxy Statement and
2017 Annual Report to Stockholders are available atwww.proxyvote.com.
i
This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors (the "Board of Directors" or the "Board") of Carlisle Companies Incorporated (the "Company") of proxies to be voted at the 20152018 Annual Meeting of Shareholders toStockholders (the "Annual Meeting"). The Annual Meeting will be held in the Niagara meeting room of the Hilton Garden Inn Toledo Perrysburg located at 6165 Levis Commons Blvd.8:00 a.m., Perrysburg, Ohio 43551Eastern Time, on Wednesday, May 6, 2015,2, 2018 at 12:00 noon eastern time.the offices of Accella Performance Materials located at 100 Enterprise Drive, Cartersville, Georgia 30120.
In accordance with rules and regulations adopted by the Securities and Exchange Commission (the "SEC rules"), instead of mailing a printed copy of the proxy materials to each shareholderstockholder of record, the Company is furnishing proxy materials to its shareholdersstockholders via the Internet. You will not receive a printed copy of the proxy materials unless you request a copy. Instead, the Notice of Internet Availability of Proxy Materials instructs you how to access and review the proxy materials over the Internet. If you would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting those materials included in the Notice.notice.
The Notice of Internet Availability of Proxy Materials, is first being sent to shareholders on or about March 20, 2015. Thisa printed copy of the proxy materials (including this Proxy Statement and the form of proxy card relatingproxy), as applicable, was sent to the 2015 Annual Meeting are also first being made available to shareholders on or aboutstockholders beginning March 20, 2015.19, 2018.
The Proxyproxy is solicited by the Board of Directors of the Company. The cost of proxy solicitation will be borne by the Company. In addition to the solicitation of proxies by use ofmail and the Internet, officers and regular employees of the Company may devote part of their time to solicitation by correspondence sent via e-mail, facsimile or regular mail and telephone or personal calls. Arrangements may also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to beneficial owners and for reimbursement of their out-of-pocket and clerical expenses incurred in connection therewith. Proxies may be revoked at any time prior to voting.the taking of the vote at the Annual Meeting. See "Voting by Proxy and Confirmation of Beneficial Ownership" beginning on page 52.50.
The mailing address of the Company's principal executive offices of the Company is Carlisle Companies Incorporated, 1160516430 North Community HouseScottsdale Road, Suite 600, Charlotte, North Carolina 28277. 400, Scottsdale, Arizona 85254.Upon written request mailed to the attention of the Secretary of the Company, at the Company's principal executive offices, the Company will provide without charge a copy of its 2014 Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission.Commission (the "SEC").
The record date for the Annual Meeting is March 7, 2018. Only holders of record of the Company's common stock ("Shares" or "Common Shares") as of the close of business on that date will be entitled to vote at the Annual Meeting. As of the record date, 61,372,778 Shares were outstanding. The presence, in person or by proxy, of the ownersholders of a majority of the votes entitled to be cast is necessary forto constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and Shares owned through a broker that are voted on any matter are included in determining the number of votes present or represented at the meeting. Shares owned through a broker that are not voted on any matter at the meeting are not included in determining whether a quorum is present.
Under New York Stock Exchange rules, the proposals to approve an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock and to ratify the appointment of the independent registered public accounting firm are considered "discretionary" proposals. This means that brokerage firms may vote in their discretion on the proposals on behalf of clients who have not furnished express voting instructions. The proposal to elect the three directors nominated by the Board, the advisory vote to approve the Company's executive compensation and the proposal to approve the Company's amended and restated Incentive Compensation Program to increase the number of shares available for issuance thereunder are "non-discretionary" proposals, which means that brokerage firms may not use their discretion to vote on any of these matters unless they receive express voting instructions from their clients as described below.
Voting Methods
If your shares are registered directly in your name with the Company's transfer agent, Computershare Investor Services, LLC, you are considered the registered holder of those shares. As the registered shareholder, you can ensure your shares are voted at the 2015 Annual Meeting by submitting your instructions (i) over the Internet, (ii) by mail (only if you received or request a proxy card) by completing, signing, dating and returning the proxy card in the envelope provided, (iii) by telephone (only if you received or request a proxy card) by calling the phone number on the proxy card, or (iv) by attending the 2015 Annual Meeting and voting your shares at the meeting. Telephone and Internet voting for registered shareholders will be available 24 hours a day, up until 11:59 pm Eastern time on May 5, 2015. You may obtain directions to the 2015 Annual Meeting in order to vote in person by visiting the Company's website at www.carlisle.com/2015proxymaterials.
Most Company shareholders hold their shares through a broker, bank, trustee or another nominee, rather than directly in their name. In that case, you are considered the beneficial owner of shares held in street name, and the proxy materials are being forwarded to you by your broker, bank, trustee or nominee, together with a voting instruction card. As the beneficial owner, you are entitled to direct the voting of your shares by your intermediary. Brokers, banks and nominees typically offer telephonic or electronic means by which the beneficial owners of shares held by them can submit voting instructions, in addition to the traditional mailed voting instruction cards.
If you participate in the Carlisle Corporation Employee Incentive Savings Plan (the "401(k) Plan") and own Company shares through your 401(k) Plan account, Wells Fargo Bank, N.A. ("Wells Fargo"), the trustee of the 401(k) Plan, will vote your 401(k) Plan shares in accordance with the instructions you provide by voting online, by telephone or on the voting instruction card. If Wells Fargo does not receive voting instructions from you by 11:59 pm Eastern time on May 5, 2015, Wells Fargo will vote your 401(k) Plan shares as directed by the Carlisle Pension and Insurance Committee (the 401(k) Plan administrator) in its discretion.
Votes Required for Approval of Proposals
The following are the voting requirements for each proposal:
Proposal One, Election of Directors. For the election of directors, the three nominees receiving the highest number of all votes cast for directors at the annual meeting will be elected as directors.
Proposal Two, Advisory Vote to Approve the Company's Executive Compensation. This is an advisory vote the result of which is non-binding. However, the Board will consider the outcome of the vote when making future executive compensation decisions.
Proposal Three, Ratification of Appointment of Independent Registered Public Accounting Firm. Approval of the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2015 requires the affirmative vote of a majority of the total votes of all common shares present in person or represented by proxy and entitled to vote on the proposal at the annual meeting.
Proposal Four, Approval of an Amendment to the Company's Restated Certificate of Incorporation. Approval of the amendment to the Company's Restated Certificate of Incorporation requires the affirmative vote of a majority of the outstanding shares of Company common stock entitled to vote on the proposal at the annual meeting.
Proposal Five, Approval of the Company's amended and restated Incentive Compensation Plan. Approval of the Company's amended and restated Incentive Compensation Plan requires the affirmative vote of a majority of the total votes of all common shares present in person or represented by proxy and entitled to vote on the proposal at the annual meeting.
Other Business. For any other matters, the affirmative vote of a majority of the total votes of all shares of common stock present in person or represented by proxy and entitled to vote on the item at the annual meeting will be required for approval.
With respect to Proposal One, the election of directors, withhold votes, broker non-votes (if any) and abstentions will have no effect on the outcome of the proposal.
With respect to Proposals Two, Three and Five, the advisory vote to approve the Company's executive compensation, ratification of the appointment of the Independent Registered Public Accounting Firm and approval of the Company's amended and restated Incentive Compensation Plan, an abstention will be counted as a vote present and entitled to vote on the proposals and will have the same effect as a vote against the proposals, and a broker non-vote will not be considered entitled to vote on these proposals and will therefore have no effect on their outcome.
With respect to Proposal Four, approval of an amendment to the Company's Restated Certificate of Incorporation, abstentions and broker non-votes (if any) will have the same effect as a vote against the proposal.
VOTING SECURITIES Voting Rights and Procedures
At the close of business on March 11, 2015, the Company had 65,159,025 shares of common stock ("Shares" or "Common Shares") outstanding, all of which are entitled to vote. The Company's Restated Certificate of Incorporation provides that each person who received Shares pursuant to the Agreement of Merger, dated March 7, 1986, which was approved by the shareholdersstockholders of Carlisle Corporation and became effective on May 30, 1986, is entitled to five votes per Share. Persons acquiring Shares after May 30, 1986 (the effective date of the Merger)merger) are entitled to one vote per Share until the Shares have been beneficially owned (as defined in the Restated Certificate of Incorporation) for a continuous period of four years. Following continuous ownership for a period of four years, the
Shares are entitled to five votes per Share. The actual voting power of each holder of Shares will be based on shareholderstockholder records at the time of the Annual Meeting. See "Voting by Proxy and Confirmation of Beneficial Ownership" beginning on page 52.50. In addition, holders of Shares issued from the treasury, other than in connection with the exercise of stock options, before the close of business on March 11, 20157, 2018 (the record date for determining shareholdersstockholders entitled to vote at the Annual Meeting) will be entitled to five votes per Share unless the Board of Directors determines otherwise at the time of authorizing such issuance.
If your Shares are registered directly in your name with the Company's transfer agent, Computershare Investor Services, LLC, you are considered the registered holder of those Shares. As the registered stockholder, you can ensure your Shares are voted at the Annual Meeting by submitting your instructions (i) via the Internet, (ii) by mail (only if you received or request a proxy card) by completing, signing, dating and promptly returning the proxy card in the envelope provided, (iii) by telephone (only if you received or request a proxy card) by calling the phone number on the proxy card or (iv) by attending the Annual Meeting and voting your Shares at the meeting. Telephone and Internet voting for registered stockholders will be available 24 hours a day, up until 11:59 p.m., Eastern Time, on May 1, 2018. You may obtain directions to the Annual Meeting in order to vote in person by calling the Company's principal executive offices at (480) 781-5000.
Most Company stockholders hold their Shares through a bank, broker or other nominee, rather than directly in their name. In that case, you are considered the beneficial owner of Shares held in street name, and the proxy materials are being forwarded to you by your bank, broker or other nominee, together with a voting instruction form. As the beneficial owner, you are entitled to direct the voting of your Shares by your intermediary. Brokers, banks and other nominees typically offer telephonic or electronic means by which the beneficial owners of Shares held by them can submit voting instructions, in addition to the traditional mailed voting instruction forms.
If you participate in the Carlisle, LLC Employee Incentive Savings Plan (the "401(k) Plan") and own Shares through your 401(k) Plan account, Wells Fargo Bank, N.A. ("Wells Fargo"), the trustee of the 401(k) Plan, will vote your 401(k) Plan Shares in accordance with the instructions you provide by voting via the Internet, by telephone or on the voting instruction form. If Wells Fargo does not receive voting instructions from you by 11:59 p.m., Eastern Time, on May 1, 2018, Wells Fargo will vote your 401(k) Plan Shares as directed by the Carlisle Pension and Insurance Committee, the 401(k) Plan administrator, in its discretion.
Votes Required to Approve Each of the Proposals
The following are the voting requirements to approve each of the proposals:
Proposal 1, Election of Directors. Directors shall be elected by the affirmative vote of a majority of the votes cast (meaning that the number of votes cast "for" a nominee must exceed the number of votes cast "against" such nominee). If an incumbent director does not receive a majority of the votes cast, the director must promptly tender his or her offer of resignation to the Board for consideration.
Proposal 2, Ratification of the Appointment of Independent Registered Public Accounting Firm. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2018 requires the affirmative vote of a majority of the total votes of all Shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting (meaning that of the total votes of all Shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted "for" the proposal for it to be approved).
Proposal 3, Advisory Vote to Approve Named Executive Officer Compensation. Advisory approval of the Company's named executive officer compensation in fiscal 2017 requires the affirmative vote of a majority of the total votes of all Shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting (meaning that of the total votes of all Shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted "for" the proposal for it to be approved).
Other Items. Approval of any other matters requires the affirmative vote of a majority of the total votes of all Shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting (meaning that of the total votes of all Shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted "for" the proposal for it to be approved).
Effect of Abstentions and Broker Non-Votes
Abstentions and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. A broker non-vote occurs when a nominee holding Shares in street name for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to such other proposal, the nominee does not have discretionary voting power and has not received voting instructions from the beneficial owner.
Under New York Stock Exchange rules and regulations (the "NYSE rules"), Proposal 2, the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2018, is considered a "routine" matter, which means that brokerage firms may vote in their discretion on this proposal on behalf of clients who have not furnished voting instructions. However, Proposals 1 and 3, the election of directors and the advisory vote to approve the Company's named executive officer compensation in fiscal 2017, respectively, are "non-routine" matters under the NYSE rules, which means that brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals.
With respect to Proposal 1, the election of directors, you may vote "for" or "against" each of the nominees for the Board, or you may "abstain" from voting for one or more nominees. If you "abstain" from voting with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Broker non-votes will also have no effect on the election of the nominees.
With respect to Proposals 2 and 3, the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2018 and the advisory vote to approve the Company's named executive officer compensation in fiscal 2017, respectively, you may vote "for" or "against" the proposals, or you may "abstain" from voting on the proposals. An abstention will be counted as a vote present or represented and entitled to vote on the proposals and will have the same effect as a vote "against" the proposals, and a broker non-vote will not be considered entitled to vote on these proposals and will therefore have no effect on their outcome. As discussed above, because Proposal 2, the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2018, is considered a "routine" matter, we do not expect any broker non-votes with respect to this proposal.
A. Certain Beneficial Owners.Owners
The following table below provides certain information about the beneficial ownership of Common Shares as of December 31, 2014 with respect to any2017 by each person who is known toby the Company to have been the beneficial owner ofbeneficially own more than five percent (5%)5% of the outstanding Common Shares the Company's only classas of voting securities.such date. As defined in Securities and Exchange Commission Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), "beneficial ownership" means essentially that a person has or shares voting or investment decision power over shares. It does not necessarily mean that the person enjoyed any economic benefit from those shares. The information included in the table is from Schedules 13G filed with the Securities and Exchange Commission by (i) JPMorgan Chase & Co., (ii) The Vanguard Group, Inc., (iii) Capital Research Global Investors and (iv) BlackRock Inc.
Name and Address of Beneficial Owner | Number of Shares(1) | Percentage(2) | |||||
|---|---|---|---|---|---|---|---|
JPMorgan Chase & Co. | |||||||
270 Park Avenue | |||||||
New York, New York 10017 | 7,360,492 | 11.4 | % | ||||
The Vanguard Group, Inc. | |||||||
100 Vanguard Boulevard | |||||||
Malvern, Pennsylvania 19355 | 4,432,942 | 6.9 | % | ||||
Capital Research Global Investors | |||||||
333 South Hope Street | |||||||
Los Angeles, California 90071 | 4,325,214 | 6.7 | % | ||||
BlackRock Inc. | |||||||
55 East 52nd Street | |||||||
New York, NY 10022 | 4,044,189 | 6.3 | % | ||||
Name and Address of Beneficial Owner | Number of Shares and Nature of Beneficial Ownership | Percent of Class | |||||
|---|---|---|---|---|---|---|---|
The Vanguard Group, Inc. | |||||||
100 Vanguard Boulevard | |||||||
Malvern, Pennsylvania 19355 | 5,843,193 | (1) | 9.4 | % | |||
BlackRock Inc. | |||||||
55 East 52nd Street | |||||||
New York, New York 10055 | 5,069,351 | (2) | 8.2 | % | |||
JPMorgan Chase & Co. | |||||||
270 Park Avenue | |||||||
New York, New York 10017 | 3,797,916 | (3) | 6.1 | % | |||
Eaton Vance Management | |||||||
2 International Place | |||||||
Boston, Massachusetts 02110 | 3,157,158 | (4) | 5.1 | % | |||
B. Nominees, Directors and Officers.Management
The following table provides information as of February 27, 2015, as reported to the Company by the persons and members of the group listed, as toshows the number and the percentage of Common Shares beneficially owned by: (i)as of February 28, 2018 by each director, nominee andfor director, named executive officer named in the Summaryand all directors and
Compensation Table on page 31; and (ii) all directors and current of Contents
executive officers of the Company as a group. As of February 28, 2018, a total of 61,501,038 Common Shares were outstanding.
Name of Director/Executive | Shares Owned | Shares Subject to Options | Share Equivalent Units(a) | Total Beneficial Ownership | Percent of Class | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Owned | Shares Subject to Options | Share Equivalent Units(1) | Total Beneficial Ownership | Percent of Class | |||||||||||||||||||||||||||
Robin J. Adams | 5,609 | — | 11,603 | 17,212 | 0.03 | % | 5,959 | — | 15,951 | 21,910 | * | |||||||||||||||||||||
Robert G. Bohn | 7,131 | — | 15,488 | 22,619 | 0.03 | % | 7,655 | — | 19,987 | 27,642 | * | |||||||||||||||||||||
Robin S. Callahan | 26,307 | (b) | — | 15,627 | 41,934 | 0.06 | % | |||||||||||||||||||||||||
James. D. Frias | — | — | 1,839 | 1,839 | 0.01 | % | ||||||||||||||||||||||||||
Jonathan R. Collins | — | — | 3,328 | 3,328 | * | |||||||||||||||||||||||||||
James D. Frias | 350 | — | 5,809 | 6,159 | * | |||||||||||||||||||||||||||
Terry D. Growcock | 3,027 | — | 15,983 | 19,010 | 0.03 | % | 991 | — | 20,501 | 21,492 | * | |||||||||||||||||||||
Stephen P. Munn | 353,033 | (c) | — | — | 353,033 | 0.53 | % | |||||||||||||||||||||||||
D. Christian Koch | 113,649 | (2)(3)(4) | 129,826 | 692 | 244,167 | * | ||||||||||||||||||||||||||
Gregg A. Ostrander | 4,066 | — | 21,806 | 25,872 | 0.04 | % | 4,459 | — | 28,212 | 32,671 | * | |||||||||||||||||||||
Corrine D. Ricard | — | — | 4,409 | 4,409 | * | |||||||||||||||||||||||||||
David A. Roberts | 240,000 | (d)(e)(f) | 538,090 | 55,680 | 833,770 | 1.26 | % | 242,107 | (2) | 36,533 | 4,188 | 282,828 | * | |||||||||||||||||||
Lawrence A. Sala | 18,248 | 8,000 | 24,556 | 50,804 | 0.08 | % | 18,248 | — | 29,406 | 47,654 | * | |||||||||||||||||||||
Magalen C. Webert | 72,587 | (g) | 8,000 | 27,797 | 108,384 | 0.16 | % | |||||||||||||||||||||||||
Jesse G. Singh | — | — | 1,643 | 1,643 | * | |||||||||||||||||||||||||||
John W. Altmeyer | 96,646 | (d)(e)(f) | 206,243 | 71,564 | 374,453 | 0.57 | % | 89,466 | (2)(3)(4) | 72,685 | 106,775 | 268,926 | * | |||||||||||||||||||
John E. Berlin | 53,621 | (d)(e)(f) | 27,872 | 1,000 | 82,493 | 0.12 | % | 28,907 | (2)(3)(4) | 27,865 | 1,000 | 57,772 | * | |||||||||||||||||||
Steven J. Ford | 57,987 | (d)(e)(f) | 131,513 | 39,962 | 229,462 | 0.35 | % | 59,636 | (2)(3)(4) | 82,401 | 61,562 | 203,599 | * | |||||||||||||||||||
D. Christian Koch | 62,996 | (d)(e)(f) | 79,868 | 716 | 143,580 | 0.22 | % | |||||||||||||||||||||||||
16 directors and executive officers as a group | 2,428,896 | 3.68 | % | |||||||||||||||||||||||||||||
Robert M. Roche | 10,787 | (3)(4) | 4,043 | 3,571 | 18,401 | * | ||||||||||||||||||||||||||
Directors and executive officers as a group (23 persons) | 1,484,583 | (4) | 2.4 | % | ||||||||||||||||||||||||||||
PROPOSAL ONE:1:
ELECTION OF DIRECTORS
The number of directors is currently fixed at 11. The Company's Restated Certificate of Incorporation provides for a classified Board of Directors under which the Board is divided into three (3) classes of directors, with each class as nearly equal in number as possible.
Three directors are to be elected at the 2015 Annual Meeting. Each directorIf elected, each nominee will be elected to serve for a three-year term untilexpiring at the 20182021 Annual Meeting andof Stockholders or until his or her successor is duly elected and qualified. DirectorsAll of the nominees are currently serving as directors and have agreed to serve if elected.
The Company's Amended and Restated Bylaws provide for a majority vote standard in uncontested director elections. Under the Amended and Restated Bylaws, each director must receive a majority of the votes cast with respect to that director at the Annual Meeting. For this purpose, a "majority of the votes cast" means the number of votes cast "for" a nominee must exceed the number of votes cast "against" such nominee. If an incumbent director does not receive a majority of the votes cast, the director must promptly tender his or her offer of resignation to the Board for consideration. In such event, the Board may decrease the number of directors on the Board, fill any vacancy, refuse to accept such offer of resignation or take other appropriate action. The Amended and Restated Bylaws provide that directors will be elected by a plurality of the votes cast. Only votes cast for a nominee will be counted, except that the accompanying Proxy will be voted for the three nomineesin contested elections. The resignation policy set forth in the absence of instructionsCompany's Amended and Restated Bylaws does not apply to the contrary. Abstentions, Shares held of record by a broker or its nominee ("broker Shares") for which the brokerage firm has not received express voting instructions from the beneficial owner and instruction on the accompanying Proxy to withhold authority to vote for one or more of the nominees will result in the respective nominees receiving fewer votes than if the votes were cast for the respective nominees.contested elections.
For voting purposes, proxies requiring confirmation of the date of beneficial ownership received by the Board of Directors with such confirmation not completed so as to show which Shares beneficially owned by the shareholderstockholder are entitled to five votes will be voted with one vote for each Share. See "Voting by Proxy and Confirmation of Beneficial Ownership" beginning on page 52. In50.
Under the event any nomineeCompany's Statement of Corporate Governance Guidelines and Principles, each director is unable to serve (an event management does not anticipate), the Proxy will be voted for a substitute nominee selected by the Board of Directors or the number of directors will be reduced.
In 2014, the Board of Directors approved a recommendation by the Governance Committee to adopt an eighteen year term limitation for directors in addition to the existing policy that requires a directorrequired to submit his or her resignation upon a change in employment or significant change in responsibilities and at the Annual Meetingannual meeting of stockholders following the earlier of the date when he or she reaches age 72. The new term limitation applies72 or has completed 18 years of service on the Board. Mr. Growcock has attained the age of 72 and is expected to all directors without any grandfathering of current directors. If elected as a directorsubmit his resignation from the Board at the 2015 annual meeting, Mrs. WebertAnnual Meeting. Mr. Sala will reachcomplete 18 years of service on the new term limitationBoard in 2017. Therefore, Mrs. Webert2020 and is not expected to serve the full three-year term for which shehe is standingnominated for election at the 2015 annual meeting.Annual Meeting.
If for any reason any director nominee is unable to stand for reelection, the proxy holders will vote your Shares for the election of the other director nominees and the Board will designate a substitute nominee or reduce the number of directors. If a substitute nominee is designated by the Board, the proxy holders intend to vote your Shares for the substitute nominee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEThe Board unanimously recommends that you vote "FOR" EACH OF THE FOLLOWING NOMINEES.the election of each of the three nominees listed below.
Unless a proxy is marked to give a different direction, the persons named in the proxy will vote"FOR" the election of each of the three nominees listed below.
A. Business Experience of Directors
Nominees for ElectionDirectors
The following table sets forth certain information relating to each director nominee, as furnished to the Company by the nominee. Except as otherwise indicated, each nominee has had the same principal occupation or employment during the past five years. All of the nominees are currently serving as directors and have agreed to serve if elected. However, as described above, Mrs. Webert is not expected to serve the full three-year term for which she is standing for election due to the eighteen year term limitation for directors approved in 2014.
Name | Age | and Other Directorships | Period of Service as a Director and Expiration of Term | |||
|---|---|---|---|---|---|---|
| James D. Frias | Executive Vice President, Treasurer and Chief Financial Officer (since January 2010) and Corporate Controller (from 2001 through 2009) of Nucor Corporation, a manufacturer of steel and steel products for North America and international markets. | February 2015 to date. Term expires | ||||
Corrine D. Ricard | 54 | Senior Vice President of Commercial (since February 2017), Senior Vice President of Human Resources (from April 2012 to December 2016), Vice President of International Distribution (from March 2011 to April 2012), Vice President of Business Development (from March 2007 to March 2011) and Vice President of Supply Chain (from October 2004 to March 2007) of The Mosaic Company, a leading global producer and marketer of concentrated phosphate and potash. Prior to Mosaic, Ms. Ricard worked for Cargill in various roles, including supply chain, product management and international sales. | February 2016 to date. Term expires 2018. | |||
Lawrence A. Sala | President and Chief Executive Officer of Anaren, Inc. (since September 1997), a manufacturer of microwave electronic components and subsystems for satellite and defense electronics and telecommunications. Former director | September 2002 to date. Term expires | ||||
Continuing Directors with Unexpired Terms
The following table sets forth certain information relating to each continuing director, whose term has not expired, as furnished to the Company by the director. Except as otherwise indicated, each director has had the same principal occupation or employment during the past five years.
Name | Age | and Other Directorships | Period of Service as and Expiration of | |||
|---|---|---|---|---|---|---|
| Robin J. Adams | October 2009 to date. Term expires | |||||
Robert G. Bohn | Chairman (from January 2000 to February 2011) and President and Chief Executive Officer (from November 1997 to December 2010) of Oshkosh Truck Corporation, a manufacturer of specialty vehicles and bodies for access equipment, defense, fire and emergency and commercial uses. Director of Parker-Hannifin Corporation (since August 2010) and The Manitowoc Company, Inc. (since May 2014). Former director of Graco Inc. (from June 1999 to January 2008). | April 2008 to date. Term expires | ||||
Name | Age | and Other Directorships | Period of Service as and Expiration of | |||
|---|---|---|---|---|---|---|
| September 2016 to | ||||||
D. Christian Koch | 53 | President and Chief Executive Officer of the Company (since January 2016). Chief Operating Officer of the Company (from | January 2016 to date. Term expires | |||
Gregg A. Ostrander | Executive Chairman (from January 2008 to June 2010), Chairman, President and Chief Executive Officer (from April 2001 to January 2008) and President and Chief Executive Officer (from January 1994 to April 2001) of Michael Foods, Inc., a national leader in egg products, refrigerated potatoes and branded cheese for food service and retail markets, including chain | August 2008 to date. Term expires |
Name | Age | Positions with the Company, Principal Occupation and Other Directorships | Period of Service as a Director and Expiration of Term | |||
|---|---|---|---|---|---|---|
| David A. Roberts | Chairman of the Company (since December 2016). Executive Chairman of the Company (from January 2016 to December 2016) and Chairman and Chief Executive Officer | June 2007 to date. Term expires | ||||
Jesse G. Singh | 52 | Chief Executive Officer of The AZEK Company (since June 2016), a leading manufacturer of building products. Previously, Mr. Singh served in a number of capacities with 3M Corporation, a global diversified technology company, including Senior Vice President of Supply Chain Transformation (from March 2016 to May 2016), President of 3M Health Information Systems Division (from September 2015 to February 2016), Senior Vice President of Marketing and Sales (from January 2014 to August 2015), Vice President and General Manager Stationary and Office Supplies Division (from March 2012 to December 2013) and President of 3M Sumitomo (from November 2007 to February 2012). Prior to 3M, Mr. Singh spent several years in general management, marketing and account management positions for General Electric Company and Arthur Andersen. | December 2017 to date. Term expires 2020. |
B. Specific Experience and Skills of Directors
The Board of Directors has identified nine specific areas of experience or attributes that qualify a person to serve as a member of the Board in light of the Company's businesses and corporate structure. The following table shows the experience or attributes held by each nominee and continuing member of the Board of Directors. The narrative discussion that follows the table describes the specific
experience, qualifications, attributes and skills of each nominee and continuing member of the Board of Directors.
| | Notable Multi- Industry Experience | Significant Experience in Company Specific Industries* | Experience as Chair/ CEO of Multi- National Business | Experience as CFO of Multi- National Business | Meets Definition of "Audit Committee Financial Expert" | Experience with International Business Issues | Mergers & Acquisitions Expertise | Experience | Corporate Governance Experience | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mr. Adams | ü | ü | ü | ü | ü | ü | ||||||||||||||||
| Mr. Bohn | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||
| ü | ü | ü | ü | ü | ||||||||||||||||||
| Mr. Frias | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||
| Mr. | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||
| Mr. Ostrander | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||
| Ms. Ricard | ü | ü | ü | ü | ü | |||||||||||||||||
| Mr. Roberts | ü | ü | ü | ü | ü | ü | ü | |||||||||||||||
| Mr. Sala | ü | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||
| ü | ü | ü | ü | ü | ü | |||||||||||||||||
Mr. Adams has twenty-seven27 years of experience with multi-national manufacturing companies with multiple business segment operating structures. As the principal financial officer of publicly traded companies for nineteen19 years prior to his retirement in April 2013, Mr. Adams gained significant experience with large merger and acquisition transactions. In addition, Mr. Adams servedhas more than 12 years of experience as a memberdirector of the boarda number of directors of BorgWarner, Inc. for eight yearsother public companies and, as a result, is thoroughly familiar with the duties and responsibilities of the audit and compensation committees of public company boards of directors.
Mr. Bohn served as Chairman and Chief Executive Officer of Oshkosh Truck Corporation, a global manufacturer engaged in several businesses that are similar to the businesses conducted by the Company. In this position,these positions, Mr. Bohn has gained significant experience with merger and acquisition transactions, and the evaluation of manufacturing opportunities in several countries.countries and board governance and performance.
Mrs. Callahan retired from IBM after twenty-sevenMr. Collins currently serves as Vice President and Head of eCommerce for Mylan N.V., a leading global pharmaceutical company offering products in approximately 165 countries. Mr. Collins has more than 12 years of service. Atexperience in digital marketing and eCommerce with a range of international industrial companies. This experience provides significant value to the time of her retirement, she was a member ofBoard as the Worldwide Management Committee which was comprised of the top fifty executives at IBM. In her last three positions with IBM, Mrs. Callahan had global management responsibilities including general management direction for all small and medium business sales and marketing. She also held positions in finance and planning, including Corporate Director of Strategy Evaluations and Chief Financial Officer for one of the sales divisions, and supervised the manufacturing and development for the Financial Services Business Unit.Company continues to pursue its online growth strategies.
Mr. Frias has served as the principal financial officer for foureight years and has a total of more than twenty-four26 years of experience in treasury, finance and accounting positions with Nucor Corporation, one of the largest and most diversified steel and steel products companies in the world. In these positions, Mr. Frias has gained substantial experience with mergers and acquisitions, joint venture transactions, the development of new facilities and the commercialization of new technology.
Mr. Growcock has more than fourteenKoch brings to the Board experience in a number of critical areas, including operations, senior leadership, global sales and mergers and acquisitions. With over 10 years of experience as a member of public company boards of directors and developed significant expertise during his career with merger and acquisition transactions, global procurement, lean manufacturing, international sales and marketing, global human resources, distribution and safety.the Company, Mr. Growcock is a member of the National Association of Corporate Directors and has participated in several board service training sessions conducted by that organization.
Mr. GrowcockKoch is thoroughly familiar with global trade and served as a memberall of the Advisory CommitteeCompany's businesses and can provide insight on those businesses to the United States Trade Representative for Trade Policy and Negotiations from 2005 to 2010.Board.
Mr. Ostrander haspreviously served as the president, chief executive officer and chairman of Michael Foods, Inc., a major food service and retail food company that producedproduces products for food service
distributors, chain restaurants and chain restaurants.retail grocery and club stores. As the result of his service in those positions, Mr. Ostrander became thoroughly familiar with the food service industry, a significant business for the Company.industry. He also has significant experience negotiating corporate merger and acquisition transactions and has served on the boards of directors of multiple public companies and their audit and compensation committees.
Ms. Ricard leads the commercial team at The Mosaic Company, a leading global producer and marketer of concentrated phosphate and potash. Previously, she served as the senior vice president of human resources for Mosaic, and, prior to that role, she held various leadership positions since Mosaic's formation, including vice president of international sales and distribution, vice president of business development and vice president of supply chain. In these positions, she gained substantial experience with executive management, mergers and acquisitions, joint venture transactions, international commerce and supply chain management. Prior to Mosaic's formation, Ms. Ricard worked for Cargill in various roles, including supply chain, product management and international sales.
Mr. Roberts formerly served as the chief executive officer of Graco Inc., a company engaged in a global, multi-industry manufacturing business. Mr. Roberts' experience with Graco was a primary factor leading to his recruitment as the Chief Executive Officer of the Company and appointment as a member of the Board of Directors. The Board of Directors also believes that a representative of management should be a memberAs the current Chairman of the Board. As the currentBoard and former Chief Executive Officer of the Company, Mr. Roberts is familiarprovides the Board with alla vital understanding and appreciation of the Company's businesses and can provide insight on those businesses to the Board.business.
Mr. Sala is the President and Chief Executive Officer of Anaren, Inc., a leading provider of microelectronics and microwave components and assemblies for the wireless and space and defense electronic markets. Anaren Inc. has operations in the United States and China and generates approximately 50% of its sales outside the United States. Anaren Inc. has completed numerous acquisitions during Mr. Sala's tenure.
Mrs. WebertMr. Singh is Chief Executive Officer of The AZEK Company, a leader in the building products industry. Previously, he served in a variety of leadership and membersinternational roles at 3M Corporation, including Senior Vice President of her family have been shareholdersSupply Chain Transformation, President of 3M Health Information Systems Division, Senior Vice President of Marketing and Sales, Vice President and General Manager Stationary and Office Supplies Division, and President of 3M Sumitomo. Mr. Singh also spent several years in general management, marketing and account management positions for General Electric Company and Arthur Andersen. In these positions, Mr. Singh gained significant experience in the Company for thirty-nine years. Mrs. Webert is an investor in several other publicbuilding products industry, international operations and private companies, and she has significant board experience with non-profit entities, including Spring Street International School, Friday Harbor, Washington, Kent School, Kent, Connecticut and the Island Sunrise Foundation. Mrs. Webert's diverse experience gives added perspective to themanaging within a diversified manufacturing environment.
C. Meetings of the Board and Its CommitteesDirectors
During 2014,The Company is governed by the Board of Directors and its various committees. The Board and its committees have general oversight responsibility for the affairs of the Company held nine (9) meetingsCompany. In exercising its fiduciary duties, the Board represents and had three (3) standing Committees: (i)acts on behalf of the Company's stockholders. The Board has adopted written corporate governance guidelines and principles, known as the Statement of Corporate Governance Guidelines and Principles. The Board also has adopted a Business Code of Ethics, which applies to the Company's directors and executive officers, including the principal executive officer, principal financial officer and principal accounting officer. The Business Code of Ethics includes guidelines relating to the ethical handling of conflicts of interest, compliance with laws, accurate financial reporting and other related topics.
All of the Company's corporate governance materials, including the charters for the Audit (ii)Committee, the Compensation Committee and (iii)the Corporate Governance and Nominating. All incumbent directors attendedNominating Committee, as well as the Statement of Corporate Governance Guidelines and Principles and the Business Code of Ethics, are available on the Company's website at least 75%www.carlisle.com. These materials are also available in print without charge to any stockholder upon request by contacting the Company at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254, Attention: Secretary, or by telephone at (480) 781-5000. Any modifications to these corporate governance materials will be reflected, and the Company intends to post any amendments to, or waivers from, the Business Code of all meetingsEthics that apply to the Company's principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions and that relate to any element of the Business Code of Ethics enumerated in the SEC rules, on the Company's website atwww.carlisle.com. By referring to the Company's website,www.carlisle.com, or any portion thereof, the Company does not incorporate its website or its contents into this Proxy Statement.
The Board andrecognizes the committeesimportance of director independence. Under the NYSE rules, to be considered independent, the Board on which they served during 2014.
The Audit Committee hasmust affirmatively determine that a director does not have a direct or indirect material relationship with the sole authority to appointCompany. Moreover, a director will not be independent if, within the preceding three years: (i) the director was employed by the Company or received $100,000 per year in direct compensation from the Company, other than director and terminatecommittee fees and pension or other forms of deferred compensation for prior service; (ii) the engagement ofdirector was employed by or affiliated with the Company's independent registered public accounting firm. The functionsfirm; (iii) the director is part of an interlocking directorate in which an executive officer of the Audit Committee also include reviewingCompany serves on the arrangementscompensation committee of another company that employs the director; (iv) the director is an executive officer or employee of another company that makes payments to, or receives payments from, the Company for andproperty or services in an amount which, in any single fiscal year, exceeds the resultsgreater of $1 million or 2% of such other company's consolidated gross revenues; or (v) the director had an immediate family member in any of the auditors' examinationcategories in (i)—(iv).
The Board has determined that 10 of the Company's books12 directors who served as a director during fiscal 2017 are independent under these standards. The independent directors are as follows: Robin J. Adams, Robert G. Bohn, Jonathan R. Collins, James D. Frias, Terry D. Growcock, Gregg A. Ostrander, Corrine D. Ricard, Lawrence A. Sala, Jesse G. Singh and records, internal accounting control procedures,Magalen C. Webert (who retired from the activitiesBoard on April 26, 2017).
The Board has determined that David A. Roberts, the Company's Chairman, and recommendationsD. Christian Koch, the Company's President and Chief Executive Officer, are not independent due to past
employment (in the case of Mr. Roberts) or current employment (in the case of Mr. Koch) by the Company.
In addition, each of the Company's internal auditors,directors serving on the Audit, Compensation and Corporate Governance and Nominating Committees are independent under the standards of the NYSE.
The Company currently has separated the roles of Chairman of the Board and Chief Executive Officer. David A. Roberts, a retired executive officer, serves as the Non-Executive Chairman of the Board and D. Christian Koch serves as the Company's accounting policies, control systemsPresident and compliance activities and monitoringChief Executive Officer. The Company previously combined the funding and investment performanceroles of Chairman of the Company's defined benefit pension plan. During 2014,Board and Chief Executive Officer and, in the Audit Committee held six (6) meetings.
The Compensation Committee administersfuture, the Company's annual and long-term, stock based incentive programs and decides upon annual salary adjustments for various employeesBoard may determine in certain circumstances that it is in the best interests of the Company includingand its stockholders for the same person to hold the positions of Chairman of the Board and Chief Executive Officer. Mr. Koch, as the Company's executive officers. During 2014,Chief Executive Officer, is responsible for setting the Compensation Committee held three (3) meetings.strategic direction for the Company and providing the day-to-day leadership of the Company, while Mr. Roberts, as the Non-Executive Chairman of the Board, provides guidance to Mr. Koch and sets the agenda for Board meetings and presides over meetings of the Board.
The Board of Directors acknowledges that independent Board leadership is important, and, accordingly, the Company's Statement of Corporate Governance Guidelines and Principles provides that when the Company's Chief Executive Officer serves as Chairman of the Board or, as is currently the case, the Chairman is otherwise not considered independent, the independent directors shall elect a Lead Independent Director. The director then serving as Chair of the Corporate Governance and Nominating Committee (the "Governance Committee") develops and maintains the Company's corporate governance guidelines, leads the search for individuals qualified to become members of the Board and recommends such individuals for nomination by the Board to be presented for shareholder approval at the Company's annual meetings, reviews the Board's compensation and committee structure and recommends to the Board, for its approval, directors to serve as members of each committee, discusses succession planning and recommends a new chief executive officer if a vacancy occurs. During 2014, the Governance Committee held two (2) meetings.
D. Committee Chair Rotation Guideline
The Board of Directors has adopted a Committee Chair rotation guideline. Under the guideline, effective as of the date of each annual shareholders meeting, a Committee Chair will relinquish his or her chairmanship. The guideline will result in each Committee Chair typically serving for three years. The Board of Directors believes bringing new leadership to each of the committees every three years will enhance the effectiveness of the committees. In accordance with this guideline, Mr. Ostrander succeeded Mr. Bohn as Chair of the Compensation Committee at the 2014 Annual Meeting, and it is expected that Mrs. Callahan will succeed Mr. Growcock as Chair of the Governance Committee at the 2015 Annual Meeting.
E. Remuneration of Directors
Lead Director. Stephen P. Munnalso serves as the Lead Independent Director. He was appointedThe Lead Director effective June 25, 2007. The Company pays Mr. MunnIndependent Director's duties closely parallel the role of an annual retainer of $300,000 for his service as a memberindependent Chairman of the Board of Directors, to ensure an appropriate level of independent oversight for Board of Director decisions. Mr. Bohn, the current Chair of the Corporate Governance and asNominating Committee and Lead Director. Mr. Munn doesIndependent Director, has the following responsibilities: (i) chair all meetings of the Board of Directors at which the Chairman is not receive any other compensation or stock or option awards for his service.
Mr. Munn entered into a retirement agreement withpresent and all executive sessions of the Company in 2001, when he ceased serving asBoard of Directors; (ii) liaise between the Chief Executive Officer ofand the Company. Underindependent directors; (iii) consult with the retirement agreement, Mr. Munn became entitledChairman concerning (a) information to receive the following benefits from the Company when he retired on June 25, 2007: (i) continued medical insurance for Mr. Munn and his wife at the premium rates in effect from time-to-time for active employees; (ii) $450,000 in group term life insurance on Mr. Munn's life; and (iii) a supplemental pension benefit of $29,324 per month for the life of Mr. Munn and his wife.
Other Non-employee Directors. The Company paid an annual fee of $65,000be sent to each director (other than Mr. Munn and Mr. Roberts). The annual fee is determined by the Board of Directors. Each non-employee director may electDirectors, (b) meeting agendas and (c) meeting schedules to receiveensure appropriate time is provided for all agenda items; (iv) call meetings of independent directors as required; and (v) be available when appropriate for consultation, including stockholder communications. In addition, the annual fee in cash or in Shares (or any combination of cash and Shares). Directors do not receive meeting attendance fees.
The Company also paysLead Independent Director presides over an annual fee for service on the Board's Committees. Each memberexecutive session of the Audit Committee received an annual fee of $15,000. The annual fee paid to each member of the Compensation and Governance Committees was $7,500. The Chairman of the Audit Committee received an additional annual fee of $15,000. The Chairman of the Compensation and the Governance Committees received an additional annual fee of $10,000. Beginning in 2015, the Chairman of the Governance Committee will serve as the Lead Director.
In addition to the annual retainer and committee fees, each director (other than Mr. Munn and Mr. Roberts) is eligible to participate in the Nonemployee Director Equity Plan. The Nonemployee Director Equity Plan provides for the grant of stock options, stock appreciation rights, restricted shares or units or other stock-based awards to non-employee directors. The Board administers the Nonemployee Director Equity Plan and has the discretionary authority to make all award decisions under the Plan. At theindependent directors at every regularly scheduled meeting of the Board of Directors held on February 5, 2014, the Board of Directors awarded each eligible director an award of 1,369 restricted stock units having a value of approximately $100,000 based on the closing price of the Company's common stock on the award date. Under the current policy of the Board, each new director receives an award of restricted stock units having a value of $50,000. All restricted stock units awarded to eligible directors are fully vested and will be paid in Shares of Company common stock after the director ceases to serve as a member of the Board, or if earlier, upon a change in control of the Company.
In December 2014, the Governance Committee reviewed the compensation payable to non-employee directors and a market analysis reported by Towers Watson, an independent compensation consulting firm. The Governance Committee recommended, and the Board approved, the following changes with respect to non-employee director compensation effective January 1, 2015: (i) a
$5,000 increase in the annual fee to the market median of $70,000, (ii) an increase in the annual equity portion of each director's pay to $120,000 from the current $100,000 level and (iii) a $20,000 increase in the retainer for the Chair of the Governance Committee for the additional responsibilities associated with serving as Lead Director. There were no other changes to the fees paid for service on the Board's Committees.
The Company also maintains the Deferred Compensation Plan for Non-Employee Directors. Under the Deferred Compensation Plan, each non-employee director of the Company is entitled to defer up to 100% of the cash fees otherwise payable to him or her. Each participant can direct the "deemed investment" of his or her account among the different investment funds offered by the Company from time to time. The investment options include (i) a fixed rate fund and (ii) Share equivalent units. All amounts credited to a participant's account under the Deferred Compensation Plan are 100% vested and generally will be paid or commence to be paid after the participant terminates service as a director. At the participant's election, payments can be made in a lump sum or in quarterly installments. Payments under the Deferred Compensation Plan are made in cash from the Company's general assets.
The Board of Directors has adopted stock ownership guidelines for non-employee directors. The guidelines require each non-employee director to own Shares, restricted stock units and Share equivalent units under the Deferred Compensation Plan having a market value equal to $325,000 within five years of his or her becoming a director. The ownership level equals five times the current $65,000 annual cash retainer payable to directors. Once the required market value ownership level is achieved, no further purchases are required in the event the value of the Shares held by a director fall below the ownership level due solely to a decrease in the market value of the Shares. All of the directors owned as of December 31, 2014 the number of Shares, restricted stock units and Share equivalent units required by the ownership guidelines as amended. The ownership guidelines prohibit any director from using Shares as collateral for any purpose or engaging in short sales or hedging transactions involving Shares. The Board approved an increase in the director stock ownership guidelines to $420,000 effective January 1, 2015. The increased ownership level equals six times the $70,000 annual cash retainer payable to directors beginning in 2015.
The Company does not make payments (or have any outstanding commitments to make payments) to director legacy programs or similar charitable award programs.
The following table summarizes the compensation paid to Mr. Munn, the Lead Director, and each other non-employee director for his or her service to the Board and its committees during 2014.
Because Mr. Frias was appointed to the Board in February 2015, he did not receive any compensation in 2014.
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards(3) | Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robin J. Adams | $ | 102,500 | $ | 100,000 | $ | 0 | $ | 202,500 | |||||
Robert G. Bohn | $ | 85,000 | $ | 100,000 | $ | 0 | $ | 185,000 | |||||
Robin S. Callahan | $ | 87,500 | $ | 100,000 | $ | 0 | $ | 187,500 | |||||
Terry D. Growcock | $ | 90,000 | $ | 100,000 | $ | 0 | $ | 190,000 | |||||
Stephen P. Munn | $ | 300,000 | $ | 0 | $ | 0 | $ | 300,000 | |||||
Gregg A. Ostrander | $ | 92,500 | $ | 100,000 | $ | 0 | $ | 192,500 | |||||
Lawrence A. Sala | $ | 87,500 | $ | 100,000 | $ | 0 | $ | 187,500 | |||||
Magalen C. Webert | $ | 72,500 | $ | 100,000 | $ | 0 | $ | 172,500 | |||||
| | Grant Date | Option Exercise Price | Total Outstanding | ||||||
|---|---|---|---|---|---|---|---|---|---|
Mr. Sala | 02/08/06 | $ | 34.43 | 4,000 | |||||
| 02/07/07 | $ | 41.87 | 4,000 | ||||||
Total | 8,000 | ||||||||
Mrs. Webert | 02/08/06 | $ | 34.43 | 4,000 | |||||
| 02/07/07 | $ | 41.87 | 4,000 | ||||||
| 8,000 | |||||||||
Total | |||||||||
F. Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors, and persons who beneficially own more than ten percent (10%) of the Company's equity securities, to file reports of security ownership and changes in such ownership with the Securities and Exchange Commission (the "SEC"). Executive officers, directors and greater than ten-percent
beneficial owners also are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon a review of copies of such forms and written representations from its executive officers and directors, the Company believes that all Section 16(a) filing requirements were complied with on a timely basis during and for 2014.
G. Corporate Governance Matters
Board Leadership Structure. Mr. Roberts, as Chairman, leads the Board of Directors. Mr. Roberts is also the Chief Executive Officer of the Company. The Board of Directors believes that having Mr. Roberts serve as both Chairmanthe existence of a Lead Independent Director, the scope of the Board of DirectorsLead Independent Director's responsibilities and Chief Executive Officer shows management and all others who may deal with the Company that Mr. Roberts has full discretionary power and authority to lead the Company.
The Board of Directors does not believe that having Mr. Roberts serve as both Chairman and Chief Executive Officer adversely affects the independenceregularly scheduled executive sessions of the Board. Currently,independent directors all support strong corporate governance principles and allow the Board to effectively fulfill its fiduciary responsibilities to stockholders.
In addition, all of the Company's directors (other than Mr. Roberts)Roberts, a retired executive officer, and Mr. Koch, the Chief Executive Officer) and each member of the Audit, Compensation and Corporate Governance and Nominating Committees meet the independence requirements of the New York Stock Exchange.Exchange (the "NYSE"). Therefore, independent directors directly oversee such critical matters as the integrity of the Company's financial statements, the compensation of executive management, the selection and evaluation of directors and the development and implementation of the Company's corporate governance policies and structures. In addition, the Compensation Committee conducts an annual performance review of Mr. RobertsKoch, and, based upon this review, approvesmakes recommendations for his compensation including(including base salary and annual incentive and equity compensation.compensation) for approval by the independent members of the Board.
The Board has three standing committees: (i) the Audit Committee, (ii) the Compensation Committee and (iii) the Corporate Governance and Nominating Committee. Committee members and committee chairs are appointed by the Board of Directors. The members of these committees are identified in the following table:
Director | Audit Committee | Compensation Committee | Corporate Governance and Nominating Committee | |||
|---|---|---|---|---|---|---|
Robin J. Adams | X | X | ||||
Robert G. Bohn | X | Chairman | ||||
Jonathan R. Collins | X | |||||
James D. Frias | Chairman | |||||
Terry D. Growcock | Chairman | X | ||||
D. Christian Koch | ||||||
Gregg A. Ostrander | X | X | ||||
Corrine D. Ricard | X | X | ||||
David A. Roberts | ||||||
Lawrence A. Sala | X | X | ||||
Jesse G. Singh | X | X |
The Board of Directors has also adopted a committee chair rotation guideline. Under the guideline, effective as of the date of each annual meeting of stockholders, a committee chair will relinquish his or her chairmanship. The guideline will result in each committee chair typically serving for three years. The Board of Directors believes bringing new leadership to each of the committees every three years will enhance the effectiveness of the committees. In accordance with this guideline, Mr. Growcock succeeded Mr. Ostrander as Chair of the Compensation Committee at the 2017 Annual Meeting of Stockholders. At the Annual Meeting, Mr. Adams will succeed Mr. Growcock (who is expected to submit his resignation from the Board at the Annual Meeting) as Chair of the Compensation Committee.
Each committee of the Board of Directors functions pursuant to a written charter adopted by the Board. Set forth below is a summary of the principal functions of each committee.
Audit Committee. The Audit Committee has the sole authority to appoint and terminate the engagement of the Company's independent registered public accounting firm. The functions of the Audit Committee also include reviewing the arrangements for and the results of the independent registered public accounting firm's examination of the Company's books and records, internal accounting control procedures, the activities and recommendations of the Company's internal auditors, and the Company's accounting policies, control systems and compliance activities and monitoring the funding and investment performance of the Company's defined benefit pension plan. During fiscal 2017, the Audit Committee held seven meetings.
Compensation Committee. The Compensation Committee administers the Company's annual and long-term, stock-based incentive programs and decides upon annual salary adjustments for various employees of the Company, including the Company's executive officers. During fiscal 2017, the Compensation Committee held four meetings.
Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee develops and maintains the Company's corporate governance guidelines and principles, leads the search for individuals qualified to become members of the Board and recommends such individuals for nomination by the Board to be presented for stockholder approval at the Company's
annual meetings, reviews the Board's compensation and committee structure and recommends to the Board, for its approval, directors to serve as members of each committee, discusses succession planning and recommends a new chief executive officer if a vacancy occurs. During fiscal 2017, the Corporate Governance and Nominating Committee held two meetings.
The Board may also establish other committees from time to time as it deems necessary.
F. Director Meeting Attendance
The Board of Directors acknowledges that independent Board leadership is important, and for this reason, the Board has appointed a Lead Director, whose duties closely parallel the role of an independent Chairmanheld 10 meetings during fiscal 2017. Each incumbent director attended 75% or more of the Boardaggregate number of Directors, to ensure an appropriate level of independent oversight for Board of Director decisions. Mr. Munn, the current Lead Director, has the following responsibilities: (i) chair all meetings of the Board of Directors at which the Chairman is not present and all executive sessionscommittees of the Board on which the director served during fiscal 2017. Directors are not required to attend the Company's annual meeting of Directors; (ii) liaise betweenstockholders. However, all 11 of the Chairman and independent directors; (iii) consult withCompany's directors in office at the Chairman concerning (a) information to be sent totime attended the 2017 Annual Meeting of Stockholders.
At the conclusion of each of the regularly scheduled Board of Directors, (b) meeting agendas, and (c) meeting schedules to ensure appropriate time is provided for all agenda items; (iv) call meetings, of independent directors as required; and (v) be available when appropriate for consultation, including shareholder communications. In addition, the independent directors meet in executive session without management. Mr. Bohn, as the Lead Independent Director, presides at every regularly scheduled meetingeach executive session.
G. Director Nomination Process
As more fully described in its Charter, the Corporate Governance and Nominating Committee assists the Board by identifying and evaluating individuals qualified to be directors and by recommending to the Board such individuals for nomination as members. Director nominees should possess the highest personal and professional integrity, ethics and values, and be committed to representing the long-term interests of the Company's stockholders. Nominees should also have outstanding business, financial, professional, academic or managerial backgrounds and experience. Each nominee must be willing to devote sufficient time to fulfill his or her duties, and should be committed to serve on the Board for an extended period of time. Prior to accepting an invitation to serve on another public company board, directors must advise the Corporate Governance and Nominating Committee, which will determine whether such service will create a conflict of interest and/or prevent the director from fulfilling his or her responsibilities to the Company.
Neither the Corporate Governance and Nominating Committee nor the Board has a specific policy with regard to the consideration of diversity in identifying director nominees. However, the Board values diversity and the Corporate Governance and Nominating Committee has consistently included diversity as a desired qualification when conducting searches for director nominees. The composition of the Board reflects its emphasis on diversity.
The Corporate Governance and Nominating Committee may, at its discretion, hire third parties to assist in the identification and evaluation of Directors. The Boarddirector nominees. All director nominees, including candidates appropriately recommended by stockholders, are evaluated in accordance with the process described above.
H. Stockholder Recommendations of Directors believes thatDirector Candidates
Stockholders may recommend director candidates to be considered for the existenceCompany's 2019 Annual Meeting of a Lead Director,Stockholders by submitting the scopecandidate's name in accordance with provisions of the Lead Director's responsibilitiesCompany's Restated Certificate of Incorporation, which require advance notice to the Company and certain other information. Written notice must be received by the Company's Secretary at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254 not less than 90 days prior to the first anniversary of the Annual Meeting. As a result, any director nominations submitted by a stockholder pursuant to the provisions of the Company's Restated Certificate of Incorporation must be received no later than February 1, 2019.
The notice must contain certain information about the nominee and the regularly scheduled executive sessionsstockholder submitting the nomination, as set forth in the Company's Restated Certificate of Incorporation, including (i) the name, address and qualifications of the independent directors all support strong corporate governance principlesstockholder submitting the nomination; (ii) the name, age, business address and, allowif known, residence address of each nominee proposed in such notice; (iii) the Board to effectively fulfill its fiduciary responsibilities to shareholders.
Mr. Munn, who currently servesprincipal occupation or employment of each such nominee; (iv) the number of shares of capital stock of the Company of which each such nominee is the "Beneficial Owner" (as defined in the Company's Restated Certificate of Incorporation); and (v) such other information as would be required by the Lead Director, will retire fromsecurities laws of the United States and the rules and regulations promulgated thereunder in respect of an individual nominated as a director of the Company and for whom proxies are solicited by the Board of Directors on the date of the 2015Company. The presiding officer or chairman of the 2019 Annual Meeting of Stockholders may refuse to accept any such nomination that is not in proper form or submitted in compliance with the procedures in the Company's Restated Certificate of Incorporation. A stockholder who is interested in recommending a director candidate should request a copy of the Company's Restated Certificate of Incorporation by writing to the Company's Secretary at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254.
I. Related Person Transactions
The Board has adopted a written policy concerning the review, approval and monitoring of transactions involving the Company and "related persons" (directors, director nominees and executive officers or their immediate family members, or stockholders owning 5% or greater of the Company's outstanding Shares). The policy covers any transaction exceeding $120,000 in which the related person has a direct or indirect material interest. Related person transactions must be approved by the Corporate Governance and Nominating Committee which will approve the transaction only if it determines that the transaction is in the best interest of the Company. In the course of its review and, if appropriate, approval of a related person transaction, the Corporate Governance and Nominating Committee considers the relevant facts and circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director's independence.
In fiscal 2017, in accordance with the Board's retirement policy. Based on a recommendationrequirements of the related person transaction policy, the Corporate Governance and Nominating Committee reviewed the Board of Directors agreed that following Mr. Munn's retirement, the Lead Director will be the director then serving as Chairfleet management services Emkay Incorporated provides to Carlisle Construction Materials, LLC, a wholly owned subsidiary of the Company. The Company paid Emkay a management fee of approximately $50,000 and reimbursed Emkay for pass-through costs, such as fuel, taxes and vehicle depreciation, for Emkay's services, which in total exceeded $120,000. Emkay has provided fleet management services as a preferred vendor to Carlisle Construction Materials, LLC since 1997. A brother-in-law of Mr. Roberts (the Company's Chairman) is a senior officer and more than 10% owner of Emkay Incorporated. The Corporate Governance Committee. Accordingly, followingand Nominating Committee reviewed all of the 2015 Annual Meeting, Mrs. Callahanrelevant facts and circumstances related to the services provided by Emkay and ratified all transactions that occurred during fiscal 2017. The Corporate Governance and Nominating Committee will serve ascontinue to review annually the Lead Director.Company's business relationships with Emkay.
J. The Board's Role in Risk Oversight.Oversight
Risk management is a significant component of management's annual strategic and operating planning processes. The Company has adopted an enterprise risk management program to identify and mitigate enterprise risk. Under the program, each operating business is required to identify risks to its business and prepare a detailed plan to mitigate those risks. The division presidents present the plans to executive management as part of their strategic and
operating plans. Over the course of each fiscal year, the division presidents provide similar presentations to the Board of Directors at the meetings covering the Company's business plans.
The Compensation Committee has reviewed and discussed a report prepared by the Compensation Committee's compensation consultant regarding the relationship between the Company's compensation practices and risk. After reviewing and discussing the report, the Compensation Committee concluded that the Company's compensation practices are not reasonably likely to have a material adverse effect on the Company and do not encourage inappropriate risk taking. The Compensation Committee's conclusion was based on the following:
The Compensation Committee has and will continue to conduct assessments of the relationship between the Company's compensation practices and risk periodically and in connection with the adoption of any new material compensation programs or any material changes to existing compensation programs.
Independence. The Board recognizes the importance of director independence. Under the rules of the New York Stock Exchange, to be considered independent, the Board must determine that a director does not have a direct or indirect material relationship with the Company. Moreover, a director will not be independent if, within the preceding three (3) years: (i) the director was employed by the Company or receives $100,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service; (ii) the director was a partner of or employed by the Company's independent auditor; (iii) the director is part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that employs the director; (iv) the director is an executive officer or employee of another company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of
$1 million or 2% of such other company's consolidated gross revenues; or (v) the director had an immediate family member in any of the categories in (i)—(iv).
The Board has determined that nine (9) of the Company's ten (10) directors are independent under these standards. The independent directors are as follows: Robin J. Adams, Robert G. Bohn, Robin S. Callahan, James D. Frias, Terry D. Growcock, Stephen P. Munn, Gregg A. Ostrander, Lawrence A. Sala, and Magalen C. Webert. Mr. Munn, the current Lead Director, was employed as an executive officer of the Company and served as Chairman of the Board through June 25, 2007. Mr. Munn became an independent director under the Board's director independence standards as of June 26, 2010, three (3) years after his retirement from employment with the Company.
The Board has determined that David A. Roberts, the Company's Chairman and Chief Executive Officer, is not independent due to his employment by the Company.
In addition, each of the directors serving on the Audit, Compensation and Governance Committees are independent under the standards of the New York Stock Exchange.
Related Party Transactions. The Board has adopted a written policy concerning the review, approval and monitoring of transactions involving the Company and "related persons" (directors, nominees and executive officers or their immediate family members, or shareholders owning five percent (5%) or greater of the Company's outstanding Shares). The policy covers any transaction exceeding $120,000 in which the related person has a direct or indirect material interest. Related person transactions must be approved by the Governance Committee which will approve the transaction only if it determines that the transaction is in the best interests of the Company.
In 2014, in accordance with the requirements of the related party transaction policy, the Governance Committee reviewed the fleet management services Emkay Incorporated provides to Carlisle Construction Materials. The Company paid Emkay a management fee of approximately $50,000 and reimbursed Emkay for pass-through costs, such as fuel, taxes and vehicle depreciation, for Emkay's services, which in total exceeded $120,000. Emkay has provided fleet management services as a preferred vendor to Carlisle Construction Materials since 1997. A brother-in-law of Mr. Roberts (the Company's Chairman and Chief Executive Officer) is a senior officer and more than ten percent owner of Emkay Incorporated. The Governance Committee reviewed all of the material facts related to the services provided by Emkay and ratified all transactions that occurred during 2014. The Governance Committee will continue to review annually the Company's business relationships with Emkay.
Meetings of Independent Directors. At the conclusion of each of the regularly scheduled Board meetings, the independent directors of the Board meet in executive session without management. The Lead Director presided at each executive session.
Statement of Corporate Governance Guidelines and Principles. The Company has adopted a Statement of Corporate Governance Guidelines and Principles and has published the Statement on its website: www.carlisle.com. The Company will provide without charge a copy of the Statement to any shareholder upon written request mailed to the attention of the Company's Secretary at 11605 North Community House Road, Suite 600, Charlotte, North Carolina 28277.
Charters. The Company has adopted Charters for each of its Audit, Compensation and Governance Committees and has published the Charters on its website: www.carlisle.com. The Company will provide without charge a copy of the Charters to any shareholder upon written request mailed to the attention of the Company's Secretary at 11605 North Community House Road, Suite 600, Charlotte, North Carolina 28277.
Code of Ethics. The Company's Business Code of Ethics is published on its website: www.carlisle.com. The Company will provide without charge a copy of the Business Code of Ethics to
any shareholder upon written request mailed to the attention of the Company's Secretary at 11605 North Community House Road, Suite 600, Charlotte, North Carolina 28277.
K. Communications with Board of Directors. Any interested party may communicate with the Board of Directors or
Stockholders and other interested parties can communicate directly with any of the Company's directors, including its non-management directors asor the Lead Independent Director, by sending a group by writingwritten communication to the Company's Secretarya director at Carlisle Companies Incorporated, 1160516430 North Community HouseScottsdale Road, Suite 600, Charlotte, North Carolina 28277,400, Scottsdale, Arizona 85254, Attention: Secretary. Any written communication will beAll such communications are promptly reviewed before being forwarded to the Board for its consideration.
Attendance at Annual Meeting. Directors areaddressee. The Company generally will not requiredforward to attend the Company's Annual Meeting of Shareholders. However, all directors attended the 2014 Annual Meeting. All directors are planning to attend the 2015 Annual Meeting.
Nomination Process. At its February, 2003 meeting, the Board established a Governance Committee. All directors serving on the Committee are "independent" under the standards established by the New York Stock Exchange.
As more fully described in its Charter, the Governance Committee assists the Board by identifying individuals qualifiedstockholder communication that it determines to be directors and recommending such individuals be nominated byprimarily commercial in nature, relates to an improper or irrelevant topic or requests general information about the Board for election to the Board by the shareholders. Director nominees should possess the highest personal and professional integrity, ethics and values, and be committed to representing the long-term interests of the Company's shareholders. Nominees should also have outstanding business, financial, professional, academic or managerial backgrounds and experience. Each nominee must be willing to devote sufficient time to fulfill his or her duties, and should be committed to serve on the Board for an extended period of time. Prior to accepting an invitation to serve on another public company board, directors must advise the Governance Committee and the Committee will determine whether such service will create a conflict of interest and/or prevent the director from fulfilling his or her responsibilities.
The Governance Committee has not adopted a policy with regard to the consideration of diversity in identifying director nominees. However, the Committee values what diversity brings to the Board of Directors and has consistently included diversity as a desired qualification when conducting searches for director nominees. The Committee's emphasis on diversity has produced a Board of Directors with broad diversity in qualifications and two female members.
The source of director candidates may include: other directors, management, third-party search firms and security holders. Security holders may submit director recommendations to the Governance Committee by writing to the Company's Secretary at Carlisle Companies Incorporated, 11605 North Community House Road, Suite 600, Charlotte, North Carolina 28277, Attention: Secretary. The writing should include whatever supporting material the security holder considers appropriate and should address the director nominee characteristics described above and must be received at least 120 days prior to the applicable Annual Meeting. The Company has not retained a third-party search firm to identify candidates at this time, but may do so in the future in its discretion.Company.
EXECUTIVE OFFICERDIRECTOR COMPENSATION
The Company paid an annual fee of $80,000 in 2017 to each non-employee director, except for Mr. Roberts, who received a fee of $225,000 for his service as Non-Executive Chairman of the Board. The annual fees are determined by the Board of Directors. Each non-employee director may elect to receive one-half of the annual fee in Shares. Directors do not receive meeting attendance fees.
The Company also pays an annual fee for service on the Board's committees. In 2017, each member of the Audit Committee received an annual fee of $15,000 and each member of the Compensation and Corporate Governance and Nominating Committees received an annual fee of $8,500. The Chairman of the Audit Committee received an additional annual fee of $15,000 and the Chairman of the Compensation Committee received an additional annual fee of $12,500. The Chairman of Corporate Governance and Nominating Committee, who also served as the Lead Independent Director, received an additional annual fee of $30,000.
In addition to the annual retainer and committee fees, each non-employee director is eligible to participate in the Incentive Compensation Program. The Incentive Compensation Program provides for the grant of stock options, stock appreciation rights, restricted Shares or units or other stock-based awards to non-employee directors. The Board administers the Incentive Compensation Program with respect to awards to non-employee directors and has the discretionary authority to make all award decisions under the Incentive Compensation Program. At the meeting of the Board of Directors held on February 8, 2017, the Board of Directors awarded each eligible director (other than Mr. Roberts) an award of 1,207 restricted Share units having a value of approximately $130,000 based on the closing market price of a Common Share on February 8, 2017. Under the current policy of the Board, each new director receives an award of restricted Share units having a value of approximately $50,000. All restricted Share units awarded to eligible directors are fully vested and will be paid in Shares after the director ceases to serve as a member of the Board, or, if earlier, upon a change of control of the Company. Mr. Roberts received an award of 2,089 restricted Share units having a grant date value of approximately $225,000 based on the closing market price of a Common Share on February 8, 2017.
The Company also maintains the Carlisle Companies Incorporated Deferred Compensation Plan for Non-Employee Directors (the "Deferred Compensation Plan"). Under the Deferred Compensation Plan, each non-employee director of the Company is entitled to defer up to 100% of the cash fees otherwise payable to him or her. Each participant can direct the "deemed investment" of his or her deferral account among the different investment funds offered by the Company from time to time. The investment options include (i) a fixed rate fund and (ii) Share equivalent units. All amounts credited to a participant's account under the Deferred Compensation Plan are 100% vested and generally will be paid or commence to be paid after the participant terminates service as a director. At the participant's election, payments can be made in a lump sum or in quarterly installments over a 10-year period. Payments under the Deferred Compensation Plan are made in cash from the Company's general assets.
The Board of Directors has adopted stock ownership guidelines for non-employee directors. The guidelines require each non-employee director to own Shares, restricted Share units and Share equivalent units under the Deferred Compensation Plan having a market value equal to $480,000 within five years of his or her becoming a director. The ownership level equals six times the current $80,000 annual fee payable to directors. Once the required market value ownership level is achieved, no further purchases are required in the event the value of the Shares held by a director fall below the ownership level due solely to a decrease in the market value of the Shares. As of December 31, 2017, all of the directors, other than Ms. Ricard who was appointed a director in February 2016, Mr. Collins who was appointed a director in September 2016 and Mr. Singh who was appointed a director in December 2017, owned the number of Shares, restricted Share units and Share equivalent units required by the ownership guidelines. The ownership guidelines prohibit any director from using Shares as collateral for any purpose or engaging in short sales or hedging transactions involving Shares.
The table below sets forth the compensation paid to each non-employee director who served on the Board in fiscal 2017. Directors who are also employees of the Company (currently Mr. Koch) do not receive compensation (other than their compensation as employees of the Company) for their service on the Board of Directors.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robin J. Adams | $ | 103,500 | $ | 130,000 | $ | 0 | $ | 233,500 | ||||||
Robert G. Bohn | $ | 127,000 | $ | 130,000 | $ | 0 | $ | 257,000 | ||||||
Jonathan R. Collins | $ | 88,500 | $ | 130,000 | $ | 0 | $ | 218,500 | ||||||
James D. Frias | $ | 110,000 | $ | 130,000 | $ | 0 | $ | 240,000 | ||||||
Terry D. Growcock | $ | 103,250 | $ | 130,000 | $ | 0 | $ | 233,250 | ||||||
Gregg A. Ostrander(2) | $ | 109,750 | $ | 130,000 | $ | 0 | $ | 239,750 | ||||||
Corrine D. Ricard | $ | 97,000 | $ | 130,000 | $ | 0 | $ | 227,000 | ||||||
David A. Roberts | $ | 225,000 | $ | 225,000 | $ | 273,568 | (3) | $ | 723,568 | |||||
Lawrence A. Sala | $ | 103,500 | $ | 130,000 | $ | 0 | $ | 233,500 | ||||||
Jesse G. Singh(4) | $ | 0 | $ | 50,000 | $ | 0 | $ | 50,000 | ||||||
Magalen C. Webert(5) | $ | 24,250 | $ | 130,000 | $ | 0 | $ | 154,250 | ||||||
COMPENSATION DISCUSSION AND ANALYSIS
This section contains an in-depth description and analysis of the Company's executive compensation policies and practices and the compensation earned by the Company's most senior executives (referred to as the "named executives" or the "named executive officers" in this section) under those policies and practices. The Compensation Committee of the Board of Directors administers the Company's compensation policies and practices for all executive officers of the Company, including the named executives.
As you review this section, you will see that the Compensation Committee has adopted compensation policies and practices that (i) link pay and performance—with Company executives having the opportunity to earn substantial compensation over and above their base salaries based on the Company's performance or the market value of the Company's Common Stock,Shares, (ii) align the interests of the Company's executives and shareholders,stockholders, (iii) are transparent and easy to communicate to the Company's executives and shareholders,stockholders and (iv) provide a valuable retention tool for key executive talent.
TheDuring 2017, management developed Vision 2025, a strategic vision for the Company remains focusedbuilt on the foundation and core capabilities established over the Company's long history and based on creating sustainable value for stockholders through repeatable execution of solid plans. A critical factor to achieving its long-termthe Vision 2025 strategic goals is the contributions of $5 billion in sales, 30% global sales, 15% operating margins, 15% working capital as a percent of sales and 15% return on invested capital. Themotivated employees. Accordingly, the Company's executiveannual incentive compensation program iswill continue to be directly linked to these key financial goals by awardingand will award annual incentive compensation to the named executives based on the level of performance achieved.Company's progress toward achieving the Vision 2025 strategic goals for the Company.
The executive compensation program provides a further link between executive pay and shareholderstockholder interests by including stock options and performance Shares in the long-term stock-based awards made under the program. The value of the stock options is directly linked to the market value of the Company's Shares. The performance Shares are earned based on the total return to the Company's shareholders (sharestockholders (Share appreciation plus dividends) relative to the total shareholderstockholder return of the companies comprising the S&P MidCap 400 MidCap Index® over a three yearthree-year performance period.periods.
In 2017, the continuing strong operational performance of the Company produced positive financial returns for the Company's stockholders through Share price appreciation, increased dividends and Share repurchases. The Company completed a number ofbegan its journey to its 2025 strategic actions in 2013-14 to move the Company closer to achieving its long-term goals. At the end of 2013, the Company completed the sale of Carlisle Transportation Products, and in October 2014 the Company entered into a definitive agreement to acquire the liquid finishing systems and products business from Graco Inc., a business that fits the strategic criteria we established for reinvesting the proceeds from the salevision by continuing implementation of the Transportation Products segment. In addition, the Company appointed a ChiefCarlisle Operating Officer as partSystem, strengthening its management talent and deploying $1 billion in strategic acquisitions.
Table of its succession planning program.Contents
The following tables summarize the Company's 20142017 financial performance and the absolute and relative total return to the Company's shareholdersShare price performance during 20142017 and the two- and three- yearthree-year periods ending in 2014.2017.
Annual Incentive Performance Measures
| | 2014 | 2013 | Percentage Change | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Sales | $ | 3.204 billion | $ | 2.943 billion | 8.9 | % | ||||
Net Earnings | $ | 251.7 million | $ | 235.2 million | 7.0 | % | ||||
Global Sales | $ | 762.3 million | $ | 682.2 million | 11.7 | % | ||||
EBIT Margin | 12.7 | % | 12.5 | % | 2.2 | % | ||||
Working Capital as a % of Sales(1) | 18.3 | % | 18.9 | % | (3.2 | )% | ||||
| | | | | | | | | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| | | | 2017 | | 2016 | | Percentage Change | | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Sales | $ | 4.090 billion | $ | 3.675 billion | 11.3 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Consolidated Earnings | $ | 391.0 million | $ | 383.5 million | 2.0 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Global Sales | $ | 927.7 million | $ | 839.7 million | 10.5 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| EBIT Margin | 13.1 | % | 15.9 | % | (17.6 | )% | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Working Capital as a % of Sales(1) | 19.1 | % | 18.7 | % | (2.1 | )% | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Return on Invested Capital(2) | 12.2 | % | 13.5 | % | (9.6 | )% | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | Return | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | ||||||||||
| Benchmark | 2014 | 2013 - 2014 | 2012 - 2014 | |||||||
S&P 500 Index® | 11.4 | % | 44.4 | % | 63.7 | % | ||||
S&P 400 MidCap Index® | 8.2 | % | 42.3 | % | 65.2 | % | ||||
General Industry Peer Group Index(1) | (1.1 | )% | 38.2 | % | 64.1 | % | ||||
Carlisle | 13.7 | % | 53.6 | % | 103.7 | % | ||||
| | | | | | | | | | | | | | | | | | | | |
| | | | Return | | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| | Benchmark | | 2017 | | 2016 - 2017 | | 2015 - 2017 | | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
| S&P 500 Index® | 19.4 | % | 30.8 | % | 29.9 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| S&P MidCap 400 Index® | 14.5 | % | 35.9 | % | 30.9 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| General Industry Peer Group Index(1) | 31.7 | % | 55.5 | % | 37.6 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Carlisle | 3.0 | % | 28.1 | % | 25.9 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Approximately 96%More than 90% of the Shares voted at the 20142017 Annual Meeting of Stockholders were cast in favor of a resolution approving the compensation earned by the named executive officers under the program in 20132016 (the "say on pay"say-on-pay vote"). Because of the consistently strong support the executive compensation program has received, at the 2014 Annual Meeting, the Compensation Committee did not make significant changes in the principal features of the executive compensation program for 2014.2017. As described in this section, the Compensation Committee took the following compensation actions in 20142017 with respect to the named executives:
The Company's shareholdersstockholders will have the opportunity to provide feedback to the Board of Directors on the Company's executive compensation program through the say-on-pay vote at the 2015 Annual Meeting. The Compensation Committee encourages all Company shareholdersstockholders to carefully review this section and the disclosure tables that follow this section prior to casting their votes on the 20152018 say-on-pay proposal.
B. Roles of Compensation Committee, Compensation Consultant and Executive Officers in Determining Executive Compensation
The Compensation Committee renewed its engagement of Willis Towers Watson as the executive compensation consultant to the Committeecommittee for 2014.2017. Willis Towers Watson provides no services to the Company or its management other than services related to the Company's executive and non-employee director compensation programs. The Compensation Committee has determined that Willis Towers Watson is independent from the Company and its executive officers and the services provided by Willis Towers Watson do not raise any conflict of interest.
In 2014,2017, Willis Towers Watson providedpresented an executive compensation report and regulatory update to the Compensation Committee and conducted a competitive market assessment of the Company's executive compensation program to confirm the program is delivering pay to the Company's senior executives within the program guidelines. The executive compensation report on executive payincluded market highlights and trends in pay levels and compared the Company's executive compensation practices a reviewwith those of 2014 "say-on-pay" votes conducted by public companies during the 2014 proxy season, an update of proxy advisor policies, a pay-for performance survey and an overview of legal and regulatory developments.
The Compensation Committee also receives input from Company management in connection with the administration of the Company's executive compensation program. Mr. Roberts,Koch, the Company's Chairman and Chief Executive Officer, recommended base salary increases for the named executive officers (other than himself), and the Compensation Committee approved that recommendation.the recommendations. In addition, Mr. Roberts providesKoch provided input to the Compensation Committee about the performance measures to be used for determining the 20142017 annual incentive compensation awards (other than for himself), the threshold, target and maximum performance levels for the performance measures and the weighting of each performance measure.
Mr. Ford,Roche, the Company's Chief Financial Officer, provided information and analysis to the Compensation Committee about the financial performance of the Company for the 20142017 fiscal year and each of the Company's operating businesses for which a named executive officer was responsible. The Compensation Committee used the information and analysis provided by Mr. FordRoche in determining the annual incentive compensation awards earned by the executives for 2014.2017.
C. Philosophy and Material Elements of Executive Compensation ProgramProgram; 2017 Compensation Actions
The material elements of the total direct compensation provided to executives under the Company's program are (i) base salary, (ii) a target annual cash bonus opportunity expressed as a percentage of each executive's base salary and (iii) a long-term, stock-based award, the expected value of which is also expressed as a percentage of base salary. While each element of compensation paid to executive officers is significant, the annual cash bonus and long-term, stock-based awards have the potential to be the largest amounts of the total compensation paid to executive officers.
The following table shows the guiding principles for the Company's executive compensation program in 2017 and how the program complies with these principles:
| | | | | | | | | |
| Principle | How the Program Complies | |||||||
|---|---|---|---|---|---|---|---|---|
| | | | | | | | |
| Provide competitive total direct compensation | •
•
• Performance-based pay opportunity (short- and long-term incentives) play a predominant role in | |||||||
| | | | | | | | |
| Reward performance that is consistent with key strategic and | • Annual incentive plan incorporates earnings and other financial measures aligned with • Performance • Inappropriate risk taking is not encouraged. | |||||||
| | | | | | | | |
| Balance performance measures and, where appropriate, emphasize overall corporate, operating business and division performance. | • Annual incentive plan incorporates corporate and operating business and division level performance measures. | |||||||
| | | | | | | | |
| Serve as a retention tool for key executive talent, provide a balance of liquidity and reward executives for superior performance. | • Program provides a mix of base salary, annual incentives tied to performance and stock-based awards with vesting restrictions. • Performance | |||||||
| | | | | | | | |
| Be transparent, simple to administer and easy to communicate. | •
| |||||||
| | | | | | | | |
Compensation Benchmarking
The Compensation Committee periodically benchmarks executive compensation to ensure the compensation provided to Company executive officers is reasonable and competitive with the market. The executive compensation report presented to the Compensation was lastCommittee by Willis Towers Watson in 2017 (the "Compensation Report") benchmarked in 2013.the total pay arrangements of the Company's executive officers through a competitive market analysis and found that total direct compensation to the executive officers is managed between the first and third quartiles of companies of similar size. The Compensation Report concluded that the Company's executive pay program is sound and effective by delivering value to the executive officers within the program's guidelines at levels that are generally competitive at desired market levels and are aligned with stockholder interests. Any variation above or below the guidelines is within reason and explained by experience, strategic impact and scope of executive responsibility. For purposes of its analysis, Willis Towers Watson used data from two published survey sources: the 2016 Willis Towers Watson CDB General Industry Executive Compensation Database and the 2016 Mercer General Industry Executive Compensation Survey and updated the survey data to September 2017 using an annual update factor of 3.0%.
Base Salaries
Base salaries provide a baseline level of compensation to executive officers for carrying out the day-to-day duties and responsibilities of their positions.
The Compensation Committee reviews and adjusts base salary levels each year. During the review and adjustment process, the Compensation Committee considers:
The Compensation Committee reviews the named executive officer base salaries in December each year. Any base salary increases approved in December become effective for the succeeding fiscal year. In December 20142017, the Company approved increasesthe following base salaries for the named executives as follows effective for the 20152018 fiscal year:
| Executive | 2014 Base Salary | 2015 Base Salary | % Increase | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 1,260,000 | $ | 1,325,000 | 5.2 | % | ||||
Mr. Ford | $ | 625,000 | $ | 650,000 | 4.0 | % | ||||
Mr. Koch* | $ | 750,000 | $ | 780,000 | 4.0 | % | ||||
Mr. Altmeyer | $ | 720,000 | $ | 742,000 | 3.0 | % | ||||
Mr. Berlin | $ | 500,000 | $ | 600,000 | 20.0 | % | ||||
| | | | | | | | | | | | | | | | | | | | |
| | Executive | | 2017 Annual Base Salary | | 2018 Annual Base Salary | | % Increase | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 1,100,000 | $ | 1,140,000 | 3.6 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Roche(1) | $ | 570,000 | $ | 587,000 | 3.0 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | $ | 810,000 | $ | 834,000 | 3.0 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 697,000 | $ | 697,000 | — | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | $ | 650,000 | $ | 663,000 | 2.0 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
The Compensation Committee approved the increases after it reviewed trends in the market which indicated projected average executive salary increases of 1.0% to 4.0%. Mr. Berlin received a largerFord's base salary increase due toremained the growthsame in sizeview of the Carlisle Interconnect Technologies business for which he is responsible and the outstanding operating performancetransition of the business.his duties as Chief Financial Officer to Mr. Roche.
20142017 Annual Incentive Compensation Awards
The Company's executive officers earned annual incentive compensation under the program for 20142017 based on the overall performance of the Company or a Company business unit compared to pre-established performance measures.
The Compensation Committee first established a target annual incentive award expressed as a percentage of each named executive's base salary. The 20142017 target awards were set at the same level as the 2013 target awards—were—100% of base salary for the Chief Executive OfficerMr. Koch and 75% of base salary for the other named executives.
The Compensation Committee then selected the performance measures on which the 20142017 annual incentive awards would be based. The measures adopted for the 20142017 annual incentive awards to Mr. Roberts,Koch, Chief Executive Officer, Mr. Koch,Roche, Vice President and Chief OperatingFinancial Officer, and Mr. Ford, Chief Financial OfficerVice President, Secretary and General Counsel, were the Company's consolidated (i) sales, (ii) global sales, (iii) earnings, (iv) EBIT margin, and (v) working capital as a percentage of sales.sales and (vi) ROIC. The measures adopted for the 20142017 annual incentive awards for eachaward to Mr. Altmeyer, President of the other named executive officersCarlisle Construction Materials, LLC, were (i) sales, (ii) global sales, (iii) EBIT margin, and (iv) working capital as a percentage of sales in each case, of the business for which the executive has responsibility and (v) the Company's consolidated earnings. For Carlisle Interconnect Technologies,The measures adopted for the Compensation Committee increased from 25%2017 annual incentive award to 30% the relative weighting of the EBIT margin and decreased from 10% to 5% the relative weighting of the global sale performance measure. The Committee made these adjustments because the global salesMr. Berlin, President of Carlisle Interconnect Technologies, currently exceedInc., were (i) sales, (ii) EBIT margin, (iii) working capital as a percentage of sales, (iv) ROIC and (v) the corporate goal of 30% and to place more emphasis on achieving the long-term corporate goal of EBIT margins of 20% or more.Company's consolidated earnings. The Compensation Committee believes that each of these respective performance measures tracks whether the Company and its core businesses are operating efficiently and with a view toward long-term, sustainable growth in the United States and abroad.globally. The Compensation Committee believes that superior performance under these measures will ultimately benefit Company shareholdersstockholders through increased profits, dividends and Share value.
Finally, the Compensation Committee established threshold, target and maximum levels of performance for each of the measures and determined that 50% of the target annual incentive award would be paid for threshold level performance, 100% of the target annual incentive award would be paid for target level performance and 200% of the target annual incentive award would be paid for performance at or above the maximum level. Under the program adopted by the Compensation Committee, the Company's performance under each of the measures was independently determined from the other measures, so that an annual incentive award was determined for the actual level of performance under each measure. The annual incentive awards under each measure were combined to determine the aggregate annual incentive award.
The Compensation Committee approved threshold, target and maximum performance levels in December 2013for 2017 based on the Company's 2013 actual performance. The 2014 target performance levels for sales, earnings and global sales were set at 105% of 2013 actual performance. The 2014 target performance levels for operating margin and working capital as a percent of sales were set at 100% of 20132016 actual performance. The following tables show the threshold, target and maximum performance levels for each of the performance measures established by the Compensation Committee for 20142017 as well as the Company's actual performance in 20142017 and 2013.2016. The 2013 actual2017 performance shown below excludesreflects the 2013Company's publicly reported results, with EBIT margin computed as operating results ofincome less other non-operating (income) expense net, divided by net sales, and with EBIT margin, ROIC and consolidated earnings adjusted to exclude approximately $35.8 million (pre-tax) in restructuring charges at Carlisle Transportation Products which was sold on December 31, 2013.
In connection with Mr. Koch's promotion to PresidentFluid Technologies, Inc., Carlisle Brake & Friction, Inc. and Chief Operating Officer in May 2014, theCarlisle Interconnect Technologies, Inc. The Compensation Committee increased Mr. Koch's 2014 target award from 75% to 85% of his base salaryapproved the adjustments because they are nonrecurring and changedwere not anticipated when the measures for his 2014 annual incentive award to the consolidated Company2017 performance measures shown below.were approved at the beginning of the year.
Consolidated Company Performance Measures
Used for 20142017 Annual Incentive Awards to Mr. Roberts,Koch, Mr. KochRoche and Mr. Ford
| | Performance Levels Established by the Compensation Committee | | Actual Performance | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Performance Measure | Threshold | Target | Maximum | 2014 | 2013 | |||||||||||||
Sales (25% weighting) | $ | 2.796 billion | $ | 3.090 billion | $ | 3.385 billion | $ | 3.204 billion | $ | 2.943 billion | ||||||||
Earnings (35% weighting) | $ | 223.4 million | $ | 247.0 million | $ | 270.5 million | $ | 251.7 million | $ | 235.2 million | ||||||||
Global Sales (10% weighting | $ | 648.1 million | $ | 716.3 million | $ | 784.5 million | $ | 762.3 million | $ | 682.2 million | ||||||||
EBIT Margin (10% weighting) | 12.0% | 12.5% | 13.0% | 12.7% | 12.5% | |||||||||||||
Working Capital as a % of Sales (20% weighting) | 19.9% | 18.9% | 17.9% | 18.3% | 18.9% | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Levels Established by the Compensation Committee | Actual Performance | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | �� | | | | | | | | | |
| Performance Measure | Weight | Threshold | Target | Maximum | 2017 | 2016 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Sales | 20% | $ | 3.492 billion | $ | 3.859 billion | $ | 4.227 billion | $ | 4.090 billion | $ | 3.675 billion | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| EBIT Margin | 20% | 15.4% | 15.9% | 16.4% | 13.1% | 15.9% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ROIC | 10% | 12.5% | 13.5% | 14.5% | 12.2% | 13.5% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Working Capital as a % of Sales | 10% | 19.7% | 18.7% | 17.7% | 19.1% | 18.7% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Global Sales | 5% | $ | 797.7 million | $ | 881.7 million | $ | 965.7 million | $ | 927.7 million | $ | 839.7 million | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consolidated Earnings | 35% | $ | 364.3 million | $ | 402.7 million | $ | 441.0 million | $ | 391.0 million | $ | 383.5 million | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Carlisle Construction Materials, LLC ("CCM") Performance Measures
Used for 20142017 Annual Incentive Award to Mr. Altmeyer
| | Performance Levels Established by the Compensation Committee | | Actual Performance | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Performance Measure | Threshold | Target | Maximum | 2014 | 2013 | |||||||||||||
CCM EBIT Margin (20% weighting) | 14.0% | 15.0% | 16.0% | 13.9% | 14.9% | |||||||||||||
CCM Sales (25% weighting) | $ | 1.688 billion | $ | 1.865 billion | $ | 2.043 billion | $ | 1.935 billion | $ | 1.777 billion | ||||||||
CCM Working Capital as a Percentage of Sales (15% weighting) | 18.3% | 17.3% | 16.3% | 16.4% | 17.3% | |||||||||||||
CCM Global Sales (10% weighting) | $ | 238.5 million | $ | 263.7 million | $ | 288.8 million | $ | 292.6 million | $ | 251.1 million | ||||||||
Consolidated Earnings (30% weighting) | $ | 223.4 million | $ | 247.0 million | $ | 270.5 million | $ | 251.7 million | $ | 235.2 million | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Levels Established by the Compensation Committee | Actual Performance | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Measure | Weight | Threshold | Target | Maximum | 2017 | 2016 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCM Sales | 30% | $ | 1.950 billion | $ | 2.155 billion | $ | 2.361 billion | $ | 2.336 billion | $ | 2.053 billion | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCM EBIT Margin | 35% | 19.0% | 19.5% | 20.0% | 18.0% | 21.0% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCM Working Capital as a % of Sales | 10% | 16.0% | 15.5% | 15.0% | 15.0% | 15.0% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCM Global Sales | 5% | $ | 204.2 million | $ | 225.6 million | $ | 247.1 million | $ | 255.7 million | $ | 214.9 million | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consolidated Earnings | 20% | $ | 364.3 million | $ | 402.7 million | $ | 441.0 million | $ | 391.0 million | $ | 383.5 million | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Carlisle Interconnect Technologies, Inc. ("CIT") Performance Measures
Used for 20142017 Annual Incentive Award to Mr. Berlin
| | Performance Levels Established by the Compensation Committee | | Actual Performance | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Performance Measure | Threshold | Target | Maximum | 2014 | 2012 | |||||||||||||
CIT EBIT Margin (30% weighting) | 15.0% | 16.0% | 17.0% | 19.8% | 15.5% | |||||||||||||
CIT Sales (25% weighting) | $ | 548.8 million | $ | 606.6 million | $ | 664.4 million | $ | 669.1million | $ | 577.7 million | ||||||||
CIT Working Capital as a Percentage of Sales (20% weighting) | 22.7% | 21.7% | 19.7% | 21.3% | 21.7% | |||||||||||||
CIT Global Sales (5% weighting) | $ | 215.0 million | $ | 237.6 million | $ | 260.2 million | $ | 257.4 million | $ | 226.3 million | ||||||||
Consolidated Earnings (20% weighting) | $ | 223.4 million | $ | 247.0 million | $ | 270.5 million | $ | 251.7 million | $ | 235.2 million | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Levels Established by the Compensation Committee | Actual Performance | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Measure | Weight | Threshold | Target | Maximum | 2017 | 2016 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CIT Sales | 25% | $ | 792.9 million | $ | 876.3 million | $ | 959.8 million | $ | 815.3 million | $ | 834.6 million | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CIT EBIT Margin | 35% | 18.5% | 19.0% | 19.5% | 13.2% | 19.4% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CIT ROIC | 10% | 7.7% | 8.7% | 9.7% | 6.2% | 8.7% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CIT Working Capital as a % of Sales | 10% | 21.8% | 20.8% | 19.8% | 23.7% | 20.8% | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consolidated Earnings | 20% | $ | 364.3 million | $ | 402.7 million | $ | 441.0 million | $ | 391.0 million | $ | 383.5 million | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Based on the performance measures established by the Compensation Committee for 20142017 and the Company's actual performance, the named executives earned 20142017 annual incentive awards as follows:
| Executive | 2014 Annual Incentive Award ($)(1) | 2014 Annual Incentive Award (% of base salary) | 2014 Annual Incentive Award (% of target incentive award) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 1,783,000 | 142 | % | 142 | % | ||||
Mr. Ford | $ | 663,300 | 106 | % | 142 | % | ||||
Mr. Koch | $ | 902,100 | 120 | % | 142 | % | ||||
Mr. Altmeyer | $ | 662,700 | 92 | % | 123 | % | ||||
Mr. Berlin | $ | 627,800 | 126 | % | 167 | % | ||||
| | | | | | | | | | | | | | | | | | | | |
| Executive | 2017 Annual Incentive Award ($)(1) | 2017 Annual Incentive Award (% of base salary) | 2017 Annual Incentive Award (% of target incentive award) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 857,300 | 78 | % | 78 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Roche(2) | $ | 291,500 | 58 | % | 78 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | $ | 617,700 | 76 | % | 102 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 407,400 | 58 | % | 78 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | $ | 159,900 | 25 | % | 33 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
20142017 Long-Term, Stock-Based Awards
Annual Awards
The Compensation Committee makes annual stock-based awards one time each year at the Committee's regularly-scheduledits regularly scheduled February meeting. All stock-based awards are made under the Company's Executive Incentive Compensation Program which imposes certain restrictions, described below, on the terms of the awards.
In February 2014,2017, the Compensation Committee awarded stock options, performance Shares and restricted Shares to the named executives in the amountamounts shown in the Grants of Plan Based-AwardsPlan-Based Awards Table on page 33.35. The number of Shares included in the 20142017 awards was determined using a formula-basedformula-
based approach. First, the Compensation Committee established a target award opportunity, expressed as a percentage of base salary, for the named executives based on each executive's position and the market median long-term incentive award market range for that position. The Committee used the same target award opportunity for the 2014 awards as it has used in since 2009:position: 300% of base salary for the Chief Executive Officer and 150% of base salary for the other named executives.
The Compensation Committee then determined the appropriate blend of the types of equity awards to be included in each named executive's stock-based award. In 2010, the Compensation Committee changed the blend of equity awards from stock options and time-vested restricted stockShares (each weighted 50%) to stock options, performance Shares and time-vested restricted stockShares (each weighted 331/3%) and elected to use the same blend of stock-based awards in 20142017 for all the named executives other than Mr. Roberts to support the Company's pay for performance programs and the alignment of executive and shareholderstockholder interests. The Compensation Committee did not include stock options having a ten year term in Mr. Roberts' 2014 annual
All stock-based awards due to the Company's senior management employees (approximately 80 employees including all of the named executives) contain a non-competition agreement that prohibits the grantee from competing with the Company for one year following his contemplated retirement within the ten year option term. For this reason, Mr. Roberts' award was comprisedor her termination of performance Shares and time-vested restricted stock (each weighted 50%).employment.
The stock options awarded in February 20142017 will vest in equal annual installments over three years. The restricted stockShares awarded in 20142017 will become vested on the December 31January 1 immediately preceding the third anniversary of the award date.
The performance Shares awarded in 20142017 will be earned based on the total return to the Company's shareholders (sharestockholders (Share appreciation measured using the average of the closing market prices for a Share for the first ten10 and last ten10 trading days of the performance period plus dividends) relative
to the total shareholderstockholder return of the companies comprising the S&P MidCap 400 MidCap Index® over the three yearthree-year performance period ending December 31, 20162019 in accordance with the following table:
| | | | | | | | | | ||
| Relative Total Return | Percentage of Performance Shares Earned | |||||||||
| | | | | | | | | ||
| Below 25th percentile | 0% | |||||||||
| | | | | | | | | ||
| 25th percentile | 50% | |||||||||
| | | | | | | | | ||
| 50th percentile | 100% | |||||||||
| | | | | | | | | ||
| 75th percentile or above | 200% | |||||||||
| | | | | | | | |
If the Company's total shareholderstockholder return falls between the 25th and 50th percentile or between the 50th and 75th percentile, the number of performance Shares earned will be determined by linear interpolation. Dividends will accrue during the three yearthree-year performance period and will be paid on performance Shares that are earned.
The Company's 2014 total shareholder return of 17.3% resulted in a ranking for the year at the 64th percentile. Based on that percentile, approximately 155% of the performance Shares awarded in 2014 would have been earned if the performance period had ended on December 31, 2014.
Each stock option was valued at $19.15 and each restricted Share and performance Share was valued at $73.08 to calculate the number of shares included in the awards. The value of each type of award was based on the market price of the Company's common stock on the award date. The total expected value of each named executive's annual stock-based award was divided equally among the types of awards the executive received.
TheCompensation Committee included options in the awards to encourage the named executives (other than Mr. Roberts) to increase shareholderstockholder value over the ten year10-year term of the options. The Compensation Committee included restricted Shares in the awards not only to encourage the named executives to increase shareholderstockholder value but also to remain employed with the Company. The Compensation Committee added performance Shares to further link executive compensation to the performance of the Company and align the interests of the executives with the Company's shareholders.
In connection with Mr. Koch's promotion to President and Chief Operating Officer in May 2014 and the realignment of the Company's senior leadership group, Messrs. Koch, Altmeyer and Berlin received a supplemental grant of restricted Shares. The grant date value of the restricted Share awards were $1,125,000 for Mr. Koch, $1,100,000 for Mr. Altmeyer and $750,000 for Mr. Berlin. The restricted Shares vest in full on the third anniversary of the award date, or upon their earlier death, disability or retirement or a change in control of the Company. The Compensation Committee approved these grants subject to each grantee's entering into a non-competition agreement prohibiting the grantee from competing with the Company for one year following his termination of employment. The Compensation Committee also determined that any future stock-based grants to the Company's senior management (approximately 25 employees) would contain a similar non-competition agreement requirement.stockholders.
The Company's Executive Incentive Compensation Program contains certain restrictions on the terms of all stock-based awards. For example, all stock options must be granted with an option exercise price that is equal to or greater than the fair market value of the Shares on the date of award. The Incentive Compensation Program also expressly prohibits re-setting the option exercise price of stock options. These restrictions ensure that any options awarded under the Incentive Compensation Program will have value to the executives only if the market price of the Shares increases after the date of the award. The Incentive
Compensation Program further requires that restricted Share awards must be subject to a restriction period of at least two (2) yearsnot less than one year during which the Shares are subject to a substantial risk of forfeiture and may not be transferred. Finally, the Incentive Compensation Program provides an annual limit on the size of awards. Currently, no executive may receive in any one fiscal year period an
award of options to acquire more than 300,000 Shares or an award of more than 100,000 stock-based awards that become vested based on performance.
The Compensation Committee has never altered the timing of stock-based awards to take advantage of non-public information. The Compensation Committee is aware that the February meeting during which it makes annual stock-based awards precedes the date the Company releases its fourth quarter and annual financial results. The Compensation Committee is also aware that the release will usually affect the market value of the Company's stock and the underlying value of the stock-based awards made to executives at the February meeting. The Compensation Committee believes that executives will not necessarily gain over the long run from the short termshort-term benefit of a positive release because the Company's stock price fluctuates over time and because all of the awards have multi-year vesting schedules and stock options have historically been held for several years prior to exercise. In addition, any gain from a positive benefit in some years will be offset by earnings releases in other years that negatively affect the market value of the Shares.
Sign On January 19, 2015,Award to Mr. Roche
Mr. Roche received a one-time grant of 9,522 restricted Shares of the Company reported preliminary fourth quarter 2014 information. The release indicated that the Company would report record full year net sales and net earnings. However, unexpected circumstances at Carlisle Construction Materials and Carlisle Brake & Friction would negatively impact fourth quarter results. The marketon his employment commencement date having a grant date value of Company Shares declined by approximately 6%$1,000,000 to compensate him for the value of a forfeited stay bonus from his prior employer. The restrictions on the day followingShares granted to Mr. Roche will lapse and will be distributed to him ratably over two years beginning on the release and remained below the pre-release value at the timefirst anniversary of the Compensation Committee's meeting in February 2015 when it approved the 2015 annual stock-based awards. At the February 2015 meeting, the Compensation Committee used the pre-release trading value of the Company's Shares in making the 2015 annual awards, resulting in a lower number of Shares subject to the awards and an option exercise price for the granted stock options that exceeded the grant date, trading price ofprovided Mr. Roche continues to be employed by the Company's SharesCompany on the grant date.distribution dates. The restriction on the Shares will also continue to lapse in accordance with the two-year schedule if, prior to the second anniversary of Mr. Roche's employment date, Mr. Roche's employment is terminated by the Company other than for cause.
Stock Ownership Policy
The Compensation Committee believes that ownership of the Company's common stockCommon Shares by executive officers aligns their interests with those of the Company's shareholders,stockholders, enhances retention of executives by providing them an opportunity to accumulate a meaningful ownership interest in the Company and focuses executives on building shareholderstockholder value over the long term. Therefore, the Compensation Committee has maintained for several years a stock ownership policy for the Company's executive officers, including the named executives.
The policy currently has the following ownership requirements:
| | | | | | | | | | |
| Executive | Number of Shares | ||||||||
| | | | | | | | | ||
| Chief Executive Officer | 114,000 | ||||||||
| | | | | | | | | |
| Chief Financial Officer and Division Presidents | 25,000 | ||||||||
| | | | | | | | |
The policy also has a retention requirement under which an executive officer must retain at least one-half of the after-tax value realized from the vesting of restricted Shares, the exercise of options or the receipt of earned performance Shares until the executive officer has satisfied the policy's Share ownership requirement.
Ownership for purposes of the policy includes Shares owned directly or under an employee benefit plan and all restricted Shares. Ownership does not include any performance Share awards or any Shares subject to stock options. As of December 31, 2014, allMarch 7, 2018, each of the named executives were in compliance withowned Shares
meeting the policy's Share ownership and retention requirements.requirements other than Mr. Roche who was appointed Vice President and Chief Financial Officer on February 15, 2017.
The ownership policy prohibits any executive officer from using Shares as collateral for any purpose or engaging in short sales or hedging transactions involving Shares.
D. Retirement and Other Benefits Retirement and Group Insurance Benefits The Company provides retirement, health and welfare and other benefits to its executive officers. The Company sponsors the 401(k) Plan, a tax-qualified, defined contribution retirement plan, for the benefit of substantially all of its non-union employees, including the named executives. The 401(k) Plan encourages saving for retirement by enabling participants to save on a pre-tax basis and by providing Company matching contributions. The Company also sponsors the Retirement Plan for Employees of Carlisle, Section 401(a)(17) of the Internal Revenue Code (the "Code") limits the amount of annual compensation that tax-qualified plans like the The Company The named executives also participate in group health, life and other welfare benefit plans on the same terms and conditions that apply to other employees. The named executives do not receive better insurance programs, vacation schedules or holidays and perquisites are limited.CorporationLLC (the "Retirement Plan"), a tax-qualified, defined benefit retirement plan that provides retirement income to eligible employees following their retirement from the Company. The Pension Benefits Table on page 3640 shows the lump sum present value of the annual annuityaccumulated benefit earned by the named executives under the Retirement Plan for their credited service through December 31, 2014.2017.Company's 401(k) Plan and the Retirement Plan may take into account for purposes of determining contributions and benefits. The limit for 20142017 was $260,000$270,000 and it is subject to adjustment annually for cost of living increases. For 2015,2018, the limit will be $265,000.$275,000. The Company maintains an unfunded supplemental pension planthe Carlisle, LLC Supplemental Pension Plan to provide benefits to certain Retirement Plan participants whose benefits are limited by Section 401(a)(17) of the Code and to certain senior management employees who were employed on or after January 1, 2005 and are not eligible to participate in the Retirement Plan. The Pension Benefits Table on page 3640 also shows the lump sum present value of the annual annuityaccumulated benefit earned by the named executives under the supplemental plan.Carlisle, LLC Supplemental Pension Plan.adopted, effective as of January 1, 2012,sponsors a supplemental 401(k) Plan to provide covered officers, including the named executives, the opportunity to defer (i) defer base salary and annual incentive compensation that could not be deferred under the 401(k) Plan due to the Internal Revenue Code limitations that apply to the 401(k) Plan and (ii) Shares earned under the Company's equity incentive plan.Incentive Compensation Program. The Company provides a matching contribution equal to 100% of the first 4% of base salary and annual incentive compensation deferred under the supplemental 401(k) Plan. Each participant in the supplemental 401(k) Plan may direct the "deemed investment" of his or her account among the different investment funds offered by the Company from time to time. The investment options include (i) a fixed rate fund, (ii) a Company stock fund and (iii) investment options that are similar to most of the options available under the Company's 401(k) Plan. All amounts credited to a participant's account under the supplemental 401(k) Plan are 100% vested and generally will be paid in a lump sum or installments in accordance with the participant's election after the participant terminates employment with the Company. A participant may also elect to receive one or more in-service distributions.Employment Letter Agreement with Mr. Roberts Mr. Roberts is employed as Chairman and Chief Executive Officer of the Company pursuant to the terms of an employment letter agreement entered into with the Company on June 5, 2007 that provides the following benefits:•Participation in all employee benefit plans generally available to the Company's senior executives and reimbursement of reasonable tax preparation and financial planning expenses as well as the cost of an annual executive physical.•A retirement benefit under the Company's Supplemental Pension Plan. The benefit under the original letter was equal to $25,703 per month payable for Mr. Roberts' life if he continued employment with the Company until he attained age 65. In December 2011, the Committee approved an increase in the monthly benefit to $38,250 per month. In February 2014, the Committee approved an additional increase in the monthly benefit to $42,750 per month in recognitionTable of his employment with the Company continuing beyond age 65.Contents•Retiree medical and dental coverage for the life of Mr. Roberts and his wife.
Post-Termination of Employment Benefits
The Company has not entered into an employment agreement with any executive officer that provides severance or other benefits following their resignation, termination, retirement, death or disability, except (i) for agreements with certain executive officers (including all of the named executives) that provide severance benefits in the event of a termination of their employment following a change of control of the Company (the "change inof control agreements") and (ii) the previously-described employment agreement with Mr. Roberts.. The change inof control agreements provide that the executives will not, in the event of the commencement of steps to effect a change of control (defined generally as an acquisition of 20% or more of the outstanding voting Shares or a change in a majority of the Board of Directors), voluntarily leave the employ of the Company until the potential acquirer of the Company or control of the Company has terminated his or its efforts to effect a change of control or until a change of control has occurred. The Company believes that the change inof control agreements protect the interests of the Company's shareholdersstockholders by providing financial incentives to executives to represent the best interests of the Company and its shareholdersstockholders during the periods immediately preceding and following a change of control.
In the event of any termination of an executive's employment (including due to the executive's resignation) within three (3) years of a change of control (other than due to the executive's death or disability or after the executive attains age 65), each change inof control agreement provides that the executive will be entitled to receive three years' compensation, including bonus, retirement benefits equal to the benefits the executive would have received had he or she completed three additional years of employment, continuation of all life, accident, health, savings, and other fringe benefits for three years, and relocation assistance. The three yearthree-year benefit period is reduced if the executive terminates within three years of the date the executive would attain age 65. In addition, the agreements provide that the executive will become fully vested in all outstanding stock option and restricted Share awards and outstanding performance Shares will be earned at the maximum level. If any payments to a named executive are considered excess "parachute payments"*1 and the amount of the excess is more than 15%, the Company is required to provide a tax gross up for the excise taxes the executive would be required to pay with respect to the payments.
At its meeting in September 2012, the Compensation Committee determined that any future change inof control agreements would provide severance benefits only in the event an executive is terminated without cause or resigns with good reason within three (3) years of a change of control and the severance benefits
would not be reduced based on the executive's age. In addition, the Company would not provide any tax gross up for excise taxes assessed against any excess parachute payments.
From time to time, the Company enters into employment letter agreements with newly employed senior management employees. All agreements with management employees entered into after September 2011 will include a general "claw-back" provision pending the issuance of regulations related to claw-back policies required under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Internal Revenue Code Section 162(m)
Section 162(m) of the Code limits the amount of compensation paid to the named executives (other than the Chief Financial Officer who is not subject to the Section 162(m) limitation) in any one fiscal year that may be deducted by the Company for federal income tax purposes. The deduction limitation is currently $1 million. "Performance-based compensation" paid under a plan that has been approved by the Company's shareholdersstockholders is not subject to the deduction limitation.
The Company's Executive Incentive Compensation Program has been approved by the Company's shareholders,stockholders, and the compensation attributable to annual incentive compensation, stock option and performance Share awards under the program is intended to qualify as "performance-based" compensation that is fully deductible and not subject to the Code Section 162(m) deduction limit. Compensation attributable to time-vested restricted Share awards under the program is subject to the deduction limit.
Recently enacted legislation expanded the number of individuals covered by Section 162(m) of the Code and eliminated the exception for performance-based compensation effective for the Company's 2018 tax year. Therefore, compensation in excess of $1 million paid to named executives in 2018 and later years will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.
The Compensation Committee has not adopted a formal policy that requires all compensation paid to the named executives to be fully deductible.
The Compensation Committee has reviewed all components of the Chief Executive Officer's and the other named executives' compensation, including salary, bonus, equity and long-term incentive compensation, accumulated realized and unrealized stock option and restricted stockShare gains, the dollar value of all perquisites and other personal benefits as well as the Company's obligations under its pension plans. Based on this review, the Compensation Committee finds the Chief Executive Officer's and the other named executives' total compensation, in the aggregate, to be reasonable and appropriately linked to the Company's performance. The Compensation Committee therefore recommends that shareholdersstockholders vote "FOR""FOR" the say-on-pay proposaladvisory vote included as Proposal Two3 in this Proxy Statement.
F. Executive Officer Compensation Disclosure Tables
Summary Compensation Table—This table shows the base salary, annual bonusincentive and all other compensation paid to the named executives. The table also shows the grant date fair value of the stock option, restricted Share and optionperformance Share awards made to the named executives and the increase in the present value of the retirement benefit of each named executive.
| Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
David A. Roberts | 2014 | $ | 1,260,000 | $ | 0 | $ | 4,365,168 | $ | 0 | $ | 1,783,000 | $ | 1,433,645 | $ | 136,516 | $ | 8,978,329 | |||||||||||
| 2013 | $ | 1,210,000 | $ | 0 | $ | 4,373,201 | $ | 0 | $ | 1,051,300 | $ | 2,211 | $ | 405,966 | $ | 7,042,678 | ||||||||||||
| 2012 | $ | 1,100,000 | $ | 0 | $ | 2,648,307 | $ | 1,100,009 | $ | 1,890,300 | $ | 762,101 | $ | 93,671 | $ | 7,594,388 | ||||||||||||
Steven J. Ford | 2014 | $ | 625,000 | $ | 0 | $ | 721,620 | $ | 307,836 | $ | 663,300 | $ | 113,883 | $ | 62,185 | $ | 2,493,824 | |||||||||||
| 2013 | $ | 600,000 | $ | 0 | $ | 722,882 | $ | 301,409 | $ | 391,000 | $ | 39,842 | $ | 90,790 | $ | 2,145,923 | ||||||||||||
| 2012 | $ | 560,000 | $ | 0 | $ | 674,158 | $ | 279,973 | $ | 721,700 | $ | 128,894 | $ | 62,978 | $ | 2,427,703 | ||||||||||||
D. Christian Koch | 2014 | $ | 691,900 | $ | 0 | $ | 1,789,228 | $ | 283,229 | $ | 902,100 | $ | 56,830 | $ | 29,948 | $ | 3,753,235 | |||||||||||
| 2013 | $ | 550,000 | $ | 0 | $ | 662,772 | $ | 276,358 | $ | 227,500 | $ | 27,588 | $ | 13,910 | $ | 1,758,128 | ||||||||||||
| 2012 | $ | 425,000 | $ | 0 | $ | 511,882 | $ | 212,502 | $ | 386,800 | $ | 35,664 | $ | 18,100 | $ | 1,589,948 | ||||||||||||
John W. Altmeyer | 2014 | $ | 720,000 | $ | 0 | $ | 1,931,340 | $ | 354,658 | $ | 662,700 | $ | 215,389 | $ | 70,799 | $ | 3,954,886 | |||||||||||
| 2013 | $ | 685,000 | $ | 0 | $ | 825,147 | $ | 344,129 | $ | 568,200 | $ | 5,151 | $ | 82,771 | $ | 2,510,398 | ||||||||||||
| 2012 | $ | 650,000 | $ | 0 | $ | 782,740 | $ | 325,003 | $ | 869,100 | $ | 283,220 | $ | 43,735 | $ | 2,953,798 | ||||||||||||
John E. Berlin | 2014 | $ | 500,000 | $ | 0 | $ | 1,327,296 | $ | 246,269 | $ | 627,800 | $ | 137,854 | $ | 26,880 | $ | 2,866,099 | |||||||||||
| 2013 | $ | 475,000 | $ | 17,100 | $ | 572,583 | $ | 238,649 | $ | 364,300 | $ | 42,065 | $ | 28,570 | $ | 1,738,267 | ||||||||||||
| 2012 | $ | 425,000 | $ | 0 | $ | 511,882 | $ | 212,502 | $ | 547,800 | $ | 125,907 | $ | 21,077 | $ | 1,844,168 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| D. Christian Koch, | 2017 | $ | 1,100,000 | $ | 0 | $ | 2,550,458 | $ | 1,084,151 | $ | 857,300 | $ | 122,351 | $ | 218,969 | $ | 5,933,229 | ||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2016 | $ | 1,000,000 | $ | 0 | $ | 4,928,160 | $ | 1,670,452 | $ | 1,654,300 | $ | 84,793 | $ | 248,004 | $ | 9,585,709 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2015 | $ | 787,000 | $ | 0 | $ | 856,365 | $ | 369,660 | $ | 1,123,700 | $ | 60,162 | $ | 141,622 | $ | 3,338,509 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Robert M. Roche, | 2017 | $ | 500,909 | $ | 0 | $ | 1,661,307 | $ | 285,055 | $ | 291,500 | (4) | $ | 586 | $ | 301,754 | $ | 3,041,111 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| John W. Altmeyer, | 2017 | $ | 810,000 | $ | 0 | $ | 939,248 | $ | 399,140 | $ | 617,700 | $ | 256,693 | $ | 160,058 | $ | 3,182,839 | ||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2016 | $ | 786,000 | $ | 0 | $ | 955,307 | $ | 361,738 | $ | 987,400 | $ | 204,364 | $ | 90,508 | $ | 3,385,317 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2015 | $ | 749,000 | $ | 150,700 | $ | 814,764 | $ | 351,648 | $ | 753,600 | $ | 198,737 | $ | 77,493 | $ | 3,095,942 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Steven J. Ford, | 2017 | $ | 697,000 | $ | 0 | $ | 808,103 | $ | 343,489 | $ | 407,400 | $ | 179,811 | $ | 76,230 | $ | 2,512,033 | ||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2016 | $ | 677,000 | $ | 0 | $ | 823,610 | $ | 311,608 | $ | 840,000 | $ | 151,785 | $ | 100,834 | $ | 2,904,837 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2015 | $ | 657,000 | $ | 0 | $ | 713,299 | $ | 307,997 | $ | 827,700 | $ | 136,911 | $ | 66,712 | $ | 2,709,619 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| John E. Berlin, | 2017 | $ | 650,000 | $ | 0 | $ | 753,147 | $ | 320,270 | $ | 159,900 | $ | 156,614 | $ | 16,557 | $ | 2,056,488 | ||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2016 | $ | 631,000 | $ | 0 | $ | 766,879 | $ | 290,426 | $ | 711,600 | $ | 127,257 | $ | 19,743 | $ | 2,546,905 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2015 | $ | 607,000 | $ | 0 | $ | 658,508 | $ | 284,370 | $ | 594,700 | $ | 95,928 | $ | 17,265 | $ | 2,257,771 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares awarded to Mr. Koch, Mr. Altmeyer, Mr. Ford and Mr. Berlin on February 8, 2017 was determined using the $73.08$107.73 closing market price of the Company's common stocka Common Share on the grant date and a
Monte Carlo simulation and assumptions regarding the future performance of the Company's common stockCommon Shares and the stock of the S&P MidCap 400 Index® companies, including expected volatility, risk-free interest rates, correlation coefficients and dividend reinvestment. The grant date value of $138.51 for the performance Shares awarded to Mr. Roche on February 15, 2017 was determined using the $105.03 closing market price of a Common Share on the grant date and a similar Monte Carlo simulation and set of assumptions. The grant date values of the performance Share awards assuming the maximum number of performance Shares would be earned at the end of the three yearthree-year performance period based on the $73.08 closing market price of the Company's common stocka Common Share on the grant date would have been: Mr. Roberts $3,779,698,Koch, $2,199,847; Mr. Roche, $570,313; Mr. Altmeyer, $810,130; Mr. Ford, $624,834, Mr. Koch $575,140, Mr. Altmeyer $719,838$697,013; and Mr. Berlin, $499,867.$649,612.
| Name | Present Value of Carlisle Retirement and Supplemental Pension Plan Benefits | "Above Market" Supplemental 401(k) Plan Earnings | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 1,425,120 | $ | 8,525 | $ | 1,433,645 | ||||
Mr. Ford | $ | 104,818 | $ | 9,065 | $ | 113,883 | ||||
Mr. Koch | $ | 56,830 | $ | 0 | $ | 56,830 | ||||
Mr. Altmeyer | $ | 205,041 | $ | 10,348 | $ | 215,389 | ||||
Mr. Berlin | $ | 137,854 | $ | 0 | $ | 137,854 | ||||
| | | | | | | | | | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | |
| Name | Change in Present Value of Retirement Plan and Supplemental Pension Plan Benefits | "Above Market" Supplemental 401(k) Plan Earnings | Total | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 122,351 | $ | 0 | $ | 122,351 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Mr. Roche | $ | 0 | $ | 586 | $ | 586 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | $ | 205,290 | $ | 51,403 | $ | 256,693 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 143,292 | $ | 36,519 | $ | 179,811 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | $ | 156,614 | $ | 0 | $ | 156,614 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| | Mr. Roberts | Mr. Ford | Mr. Koch | Mr. Altmeyer | Mr. Berlin | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Matching Contributions to the 401(k) Plan | $ | 10,400 | $ | 10,400 | $ | 10,400 | $ | 10,400 | $ | 10,400 | ||||||
Matching Contributions to the Supplemental Savings Plan | $ | 92,452 | $ | 40,640 | $ | 9,100 | $ | 51,528 | $ | 0 | ||||||
Physical Examination | $ | 8,733 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||
Reimbursement of Tax Return Preparation and Financial Advisory Services Fees | $ | 24,931 | $ | 5,675 | $ | 3,222 | $ | 3,300 | $ | 7,973 | ||||||
Club membership dues | $ | 0 | $ | 5,470 | $ | 7,226 | $ | 5,571 | $ | 8,507 | ||||||
Total | $ | 136,516 | $ | 62,185 | $ | 29,948 | $ | 70,799 | $ | 26,880 | ||||||
| | | | | | | | | | | | | | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | Mr. Roche | Mr. Altmeyer | Mr. Ford | Mr. Berlin | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Matching Contributions to the 401(k) Plan | $ | 10,800 | $ | 10,800 | $ | 10,800 | $ | 10,800 | $ | 10,800 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Matching Contributions to the Supplemental 401(k) Plan | $ | 110,172 | $ | 19,000 | $ | 71,896 | $ | 61,480 | $ | 0 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Physical Examination | $ | 2,817 | $ | 3,137 | $ | 6,819 | $ | 0 | $ | 0 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reimbursement of Tax Return Preparation and Financial Advisory Services Fees | $ | 10,180 | $ | 1,295 | $ | 10,543 | $ | 3,950 | $ | 5,757 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Charitable Contribution Made by the Company in the Name of the Executive under the Carlisle Matching Gifts for Education Program | $ | 85,000 | $ | 0 | $ | 60,000 | $ | 0 | $ | 0 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Reimbursement of Relocation Expenses | $ | 0 | $ | 135,763 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tax Gross Up on Taxable Reimbursement of Relocation Expenses | $ | 0 | $ | 116,759 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Relocation Bonus Payment | $ | 0 | $ | 15,000 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total | $ | 218,969 | $ | 301,754 | $ | 160,058 | $ | 76,230 | $ | 16,557 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grants of Plan-Based Awards Table—This table presents the threshold, target and maximum annual incentive award the named executives could have earned for 20142017 and the restricted stock,Share, performance stockShare and stock options awarded to the named executives during 2014.2017. The annual incentive awards earned by the executives for 20142017 are reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation table.Table.
| | | | | | | | | | | All Other Option Awards: Number of Securities Underlying Options(#)(3) | | | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | Estimated Future Payouts under Equity Incentive Plan Awards(1) | | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) | ||||||||||||||||||||||||||||||
| | | Committee Approval Date | All Other Stock Awards: Number of Shares of Stock or Units(#)(2) | ||||||||||||||||||||||||||||||||||
| | Grant Date | ||||||||||||||||||||||||||||||||||||
| Name | Threshold($) | Target($) | Maximum($) | Threshold(#) | Target(#) | Maximum(#) | |||||||||||||||||||||||||||||||
Mr. Roberts | $ | 630,000 | $ | 1,260,000 | $ | 2,520,000 | |||||||||||||||||||||||||||||||
| 02/05/14 | 25,860 | $ | 1,889,849 | ||||||||||||||||||||||||||||||||||
| 02/05/14 | 12,930 | 25,860 | 51,720 | $ | 2,475,319 | ||||||||||||||||||||||||||||||||
Mr. Ford | $ | 234,375 | $ | 468,750 | $ | 937,500 | |||||||||||||||||||||||||||||||
| 02/05/14 | 4,275 | $ | 312,417 | ||||||||||||||||||||||||||||||||||
| 02/05/14 | 2,137 | 4,275 | 8,550 | $ | 409,203 | ||||||||||||||||||||||||||||||||
| 02/05/14 | 16,075 | $ | 73.08 | $ | 307,836 | ||||||||||||||||||||||||||||||||
Mr. Koch | $ | 318,750 | $ | 637,500 | $ | 1,275,000 | |||||||||||||||||||||||||||||||
| 02/05/14 | 3,935 | $ | 287,570 | ||||||||||||||||||||||||||||||||||
| 02/05/14 | 1,967 | 3,935 | 7,870 | $ | 376,658 | ||||||||||||||||||||||||||||||||
| 02/05/14 | 14,790 | $ | 73.08 | $ | 283,229 | ||||||||||||||||||||||||||||||||
| 05/06/14 | 13,579 | $ | 1,125,000 | ||||||||||||||||||||||||||||||||||
Mr. Altmeyer | $ | 270,000 | $ | 540,000 | $ | 1,080,000 | |||||||||||||||||||||||||||||||
| 02/05/14 | 4,925 | $ | 359,919 | ||||||||||||||||||||||||||||||||||
| 02/05/14 | 2,462 | 4,925 | 9,850 | $ | 471,421 | ||||||||||||||||||||||||||||||||
| 02/05/14 | 18,520 | $ | 73.08 | $ | 354,658 | ||||||||||||||||||||||||||||||||
| 06/02/14 | 05/06/14 | 12,957 | $ | 1,100,000 | |||||||||||||||||||||||||||||||||
Mr. Berlin | $ | 187,500 | $ | 375,000 | $ | 750,000 | |||||||||||||||||||||||||||||||
| 02/05/14 | 3,420 | $ | 249,934 | ||||||||||||||||||||||||||||||||||
| 02/05/14 | 1,710 | 3,420 | 6,840 | $ | 327,362 | ||||||||||||||||||||||||||||||||
| 02/05/14 | 12,860 | $ | 73.08 | $ | 246,269 | ||||||||||||||||||||||||||||||||
| 05/20/14 | 05/06/14 | 9,061 | $ | 750,000 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Estimated Future Payouts under Non-Equity Incentive Plan Awards | Estimated Future Payouts under Equity Incentive Plan Awards(1)(2) | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(2)(3) | Options (#)(2)(4) | Awards ($/Sh) | Awards ($)(2)(5) | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 550,000 | $ | 1,100,000 | $ | 2,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 02/08/17 | 10,210 | $ | 1,099,923 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 02/08/17 | 5,105 | 10,210 | 20,420 | $ | 1,450,535 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 02/08/17 | �� | 44,125 | $ | 107.73 | $ | 1,084,151 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Roche | $ | 187,032 | $ | 374,063 | $ | 748,125 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2/15/17 | 9,522 | $ | 1,000,096 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2/15/17 | 2,715 | $ | 285,156 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2/15/17 | 1,358 | 2,715 | 5,430 | $ | 376,055 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2/15/17 | 12,130 | $ | 105.03 | $ | 285,055 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | $ | 303,750 | $ | 607,500 | $ | 1,215,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2/08/17 | 3,760 | $ | 405,065 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2/08/17 | 1,880 | 3,760 | 7,520 | $ | 534,183 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2/08/17 | 16,245 | $ | 107.73 | $ | 399,140 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 261,375 | $ | 522,750 | $ | 1,045,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2/08/17 | 3,235 | $ | 348,507 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2/08/17 | 1,618 | 3,235 | 6,470 | $ | 459,596 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2/08/17 | 13,980 | $ | 107.73 | $ | 343,489 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | $ | 243,750 | $ | 487,500 | $ | 975,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 02/08/17 | 3,015 | $ | 324,806 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 02/08/17 | 1,508 | 3,015 | 6,030 | $ | 428,341 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 02/08/17 | 13,035 | $ | 107.73 | $ | 320,270 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | |||
| Relative Total Stockholder Return | Percentage of Performance Shares Earned | |||||||||
| | | | | | | | | | |||
Below 25th percentile | 0% | ||||||||||
| | | | | | | | | |||
25th percentile | 50% | ||||||||||
| | | | | | | | | |||
50th percentile | 100% | ||||||||||
| | | | | | | | | |||
75th percentile or above | 200% | ||||||||||
| | | | | | | | | |||
If the Company's total shareholderstockholder return falls between the 25th and 50th percentile or between the 50th and 75th percentile, the number of performance Shares earned will be determined by linear interpolation. Dividends will accrue during the three yearthree-year performance period and will be paid on performance Shares that are earned.
originally scheduled vesting dates. The named executives receive all dividends paid with respect to the restricted Shares during the vesting period.
Outstanding Equity Awards at Fiscal Year-End Table—This table presents information about unvested restricted Share, stock option and optionperformance Share awards held by the named executives on December 31, 2014.2017.
| | Option Awards | Stock Awards | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | |||||||||||||||||
Mr. Roberts | 75,240 | 0 | $ | 49.56 | 01/31/22 | 53,870 | $ | 4,861,229 | 51,720 | $ | 4,667,213 | ||||||||||||||
| 97,740 | 0 | $ | 38.31 | 02/02/21 | 56,020 | $ | 5,055,245 | ||||||||||||||||||
| 97,850 | 0 | $ | 34.21 | 02/01/20 | |||||||||||||||||||||
| 200,000 | 0 | $ | 18.57 | 02/03/19 | |||||||||||||||||||||
| 142,500 | 0 | $ | 33.25 | 02/04/18 | |||||||||||||||||||||
Mr. Ford | 0 | 16,075 | (5) | $ | 73.08 | 02/04/24 | 8,905 | $ | 803,587 | 8,550 | $ | 771,552 | |||||||||||||
| 5,715 | 11,430 | (6) | $ | 64.80 | 02/05/23 | 9,260 | $ | 835,622 | |||||||||||||||||
| 12,767 | 6,383 | (7) | $ | 49.56 | 01/31/22 | ||||||||||||||||||||
| 20,825 | 0 | $ | 38.31 | 02/02/21 | |||||||||||||||||||||
| 21,250 | 0 | $ | 34.21 | 02/01/20 | |||||||||||||||||||||
| 20,000 | 0 | $ | 18.57 | 02/03/19 | |||||||||||||||||||||
| 33,500 | 0 | $ | 33.25 | 02/04/18 | |||||||||||||||||||||
Mr. Koch | 0 | 14,790 | (5) | $ | 73.08 | 02/04/24 | 21,759 | $ | 1,963,532 | 7,870 | $ | 710,189 | |||||||||||||
| 5,240 | 10,480 | (6) | $ | 64.80 | 02/05/23 | 8,490 | $ | 766,138 | |||||||||||||||||
| 9,690 | 4,845 | (7) | $ | 49.56 | 01/31/22 | ||||||||||||||||||||
| 17,470 | 0 | $ | 38.31 | 02/02/21 | |||||||||||||||||||||
| 7,144 | 0 | $ | 18.57 | 02/03/19 | |||||||||||||||||||||
| 25,309 | 0 | $ | 34.23 | 01/31/18 | |||||||||||||||||||||
Mr. Altmeyer | 0 | 18,520 | (5) | $ | 73.08 | 02/04/24 | 23,167 | $ | 2,090,590 | 9,850 | $ | 888,864 | |||||||||||||
| 6,525 | 13,050 | (6) | $ | 64.80 | 02/05/23 | 10,570 | $ | 953,837 | |||||||||||||||||
| 14,820 | 7,410 | (7) | $ | 49.56 | 01/31/22 | ||||||||||||||||||||
| 29,275 | 0 | $ | 38.31 | 02/02/21 | |||||||||||||||||||||
| 29,870 | 0 | $ | 34.21 | 02/01/20 | |||||||||||||||||||||
| 47,145 | 0 | $ | 18.57 | 02/03/19 | |||||||||||||||||||||
| 58,500 | 0 | $ | 33.25 | 02/04/18 | |||||||||||||||||||||
Mr. Berlin | 0 | 12,860 | (5) | $ | 73.08 | 02/04/24 | 16,146 | $ | 1,457,015 | 6,840 | $ | 617,242 | |||||||||||||
| 4,525 | 9,050 | (6) | $ | 64.80 | 02/05/23 | 7,330 | $ | 661,459 | |||||||||||||||||
| 9,690 | 4,845 | (7) | $ | 49.56 | 01/31/22 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | ||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | 0 | 44,125 | (5) | $ | 107.73 | 02/07/27 | 39,128 | $ | 4,446,897 | 10,210 | $ | 1,160,367 | ||||||||||||||||||||||||||||||||
| 16,005 | 32,010 | (6) | $ | 83.31 | 02/02/26 | 20,462 | $ | 2,325,506 | ||||||||||||||||||||||||||||||||||||
| 10,309 | 20,619 | (7) | $ | 88.69 | 12/31/25 | |||||||||||||||||||||||||||||||||||||||
| 11,630 | 5,815 | (8) | $ | 92.46 | 02/03/25 | |||||||||||||||||||||||||||||||||||||||
| 14,790 | 0 | $ | 73.08 | 02/04/24 | ||||||||||||||||||||||||||||||||||||||||
| 15,720 | 0 | $ | 64.80 | 02/05/23 | ||||||||||||||||||||||||||||||||||||||||
| 14,535 | 0 | $ | 49.56 | 01/31/22 | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Roche | 0 | 12,130 | (9) | $ | 105.03 | 02/14/27 | 12,237 | $ | 1,390,735 | 2,715 | $ | 308,560 | ||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | 0 | 16,245 | (5) | $ | 107.73 | 02/07/27 | 8,475 | $ | 963,184 | 3,760 | $ | 427,324 | ||||||||||||||||||||||||||||||||
| 6,290 | 12,580 | (6) | $ | 83.31 | 02/02/26 | 4,715 | $ | 535,860 | ||||||||||||||||||||||||||||||||||||
| 11,064 | 5,531 | (8) | $ | 92.46 | 02/03/25 | |||||||||||||||||||||||||||||||||||||||
| 18,520 | 0 | $ | 73.08 | 02/04/24 | ||||||||||||||||||||||||||||||||||||||||
| 19,575 | 0 | $ | 64.80 | 02/05/23 | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | 0 | 13,980 | (5) | $ | 107.73 | 02/07/27 | 7,300 | $ | 829,645 | 3,235 | $ | 367,658 | ||||||||||||||||||||||||||||||||
| 5,418 | 10,837 | (6) | $ | 83.31 | 02/02/26 | 4,065 | $ | 461,987 | ||||||||||||||||||||||||||||||||||||
| 9,690 | 4,845 | (8) | $ | 92.46 | 02/03/25 | |||||||||||||||||||||||||||||||||||||||
| 16,075 | 0 | $ | 73.08 | 02/04/24 | ||||||||||||||||||||||||||||||||||||||||
| 17,145 | 0 | $ | 64.80 | 02/05/23 | ||||||||||||||||||||||||||||||||||||||||
| 19,150 | 0 | $ | 49.56 | 01/31/22 | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | 0 | 13,035 | (5) | $ | 107.73 | 02/07/27 | 6,800 | $ | 772,820 | 3,015 | $ | 342,655 | ||||||||||||||||||||||||||||||||
| 5,050 | 10,100 | (6) | $ | 83.31 | 02/02/26 | 3,785 | $ | 430,165 | ||||||||||||||||||||||||||||||||||||
| 8,946 | 4,474 | (8) | $ | 92.46 | 02/03/25 | |||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Shares Becoming Vested On: | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | ||||||||||||||||
| | December 31, 2015 | December 31, 2016 | May 5, 2017 | May 19, 2017 | June 1, 2017 | |||||||||||
| | ||||||||||||||||
Mr. Roberts | 28,010 | 25,860 | 0 | 0 | 0 | |||||||||||
Mr. Ford | 4,630 | 4,275 | 0 | 0 | 0 | |||||||||||
Mr. Koch | 4,245 | 3,935 | 13,579 | 0 | 0 | |||||||||||
Mr. Altmeyer | 5,285 | 4,925 | 0 | 0 | 12,957 | |||||||||||
Mr. Berlin | 3,665 | 3,420 | 0 | 9,061 | 0 | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares Becoming Vested On: | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | December 31, 2018 | February 15, 2018 | February 15, 2019 | January 1, 2020 | January 1, 2021 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | 12,005 | 0 | 0 | 10,210 | 16,913 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Roche | 0 | 4,761 | 4,761 | 2,715 | 0 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | 4,715 | 0 | 0 | 3,760 | 0 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | 4,065 | 0 | 0 | 3,235 | 0 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | 3,785 | 0 | 0 | 3,015 | 0 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
stockholder return of the companies comprising the S&P MidCap 400 MidCap Index® over the three yearthree-year performance periods in accordance with the following table:
| | | | | | | | | | |||
| Relative Total | Percentage of Performance Shares Earned | ||||||||||
| | | | | | | | | | |||
Below 25th percentile | 0% | ||||||||||
| | | | | | | | | |||
25th percentile | 50% | ||||||||||
| | | | | | | | | |||
50th percentile | 100% | ||||||||||
| | | | | | | | | |||
75th percentile or above | 200% | ||||||||||
| | | | | | | | | |||
Option Exercises and Stock Vested Table—This table presents information about stock options exercised by the named executives and the number and value of stock awards that became vested in the named executives during 2014.2017.
| | Option Awards | Stock Awards | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | |||||||||
Mr. Roberts | 150,000 | $ | 6,159,430 | 64,588 | $ | 5,828,421 | |||||||
Mr. Ford | 40,000 | $ | 1,881,856 | 16,442 | (3) | $ | 1,483,726 | ||||||
Mr. Koch | 6,867 | $ | 379,136 | 12,484 | (3) | $ | 1,126,556 | ||||||
Mr. Altmeyer | 134,000 | $ | 6,511,990 | 19,090 | (3) | $ | 1,722,682 | ||||||
Mr. Berlin | 19,369 | $ | 917,330 | 12,484 | $ | 1,126,556 | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | Stock Awards | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2)(3) | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | 0 | $ | 0 | 21,344 | $ | 2,288,597 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Roche | 0 | $ | 0 | 0 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | 0 | $ | 0 | 20,345 | $ | 2,158,928 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | 0 | $ | 0 | 6,468 | $ | 735,088 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | 12,860 | $ | 406,185 | 15,032 | $ | 1,588,419 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Pension Benefits Table—This table provides the actuarial present value of each named executive's accumulated benefit under the Company's Retirement Plan and the Carlisle, LLC Supplemental Pension Plans.Plan (the "Supplemental Pension Plan").
The Retirement Plan provides benefits under a cash balance benefit accrual formula that was added to the plan in 1997.formula. Under the formula, participants accumulate a cash balance benefit based upon a percentage of compensation allocationcredits made annually to the participants' cash balance accounts. The allocation percentage rangesamount of the compensation credits range from 2%3.0% to 7%7.5% of total base salary and annual bonus (including amounts deferred under the 401(k) Plan and Section 125 of the Code) depending on each participant's years of service. The cash balance account is further credited with interest annually. The interest credit is based on the One Year Treasury Constant Maturities as published in the Federal Reserve Statistical Release over the one yearone-year period ending on the December 31st31st immediately preceding the applicable plan year. The interest rate for the plan year ending December 31, 20142017 was 4%4.0%. The Retirement Plan was closed to new participants effective December 31, 2004. No employees hired on or after January 1, 2005 are eligible to participate in the Retirement Plan.
The benefits under the Supplemental Pension Plan are equal to the difference between the benefits that would have been payable under the Retirement Plan without regard to the compensation limitation imposed by the Code or the limitation on participation in the Retirement Plan that became effective on January 1, 2005 and the actual benefits payable under the Retirement Plan as so limited.
Benefits under the Retirement Plan are payable as a monthly annuity or in a lump sum payment. Vested benefits under the Supplemental Pension Plan are payable only in the form of a monthly annuity. The benefits under the Retirement Plan become vested after the executive completes 5five years of vesting service, or, if earlier, the date the executive terminates employment due to death or disability. The benefits under the Supplemental Pension Plan become vested after the executive completes ten10 years of vesting service and retires at or after age 55, or, if earlier, the date the executive terminates employment due to death or disability.
Mr. Roberts will receive an annual benefit under the Supplemental Pension Plan of $513,000 payable in the form of a single life annuity commencing as of the first day of the month after his separation from service. The supplemental benefit is fully vested and will be actuarially adjusted if it is paid in any form other than a life annuity.
| Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | Retirement Plan for Employees of Carlisle Corporation | 7.58 | $ | 0 | $ | 0 | ||||||
Carlisle Corporation Supplemental Pension Plan | 7.58 | $ | 6,610,344 | $ | 0 | |||||||
Mr. Ford | Retirement Plan for Employees of Carlisle Corporation | 18.50 | $ | 221,678 | $ | 0 | ||||||
Carlisle Corporation Supplemental Pension Plan | 18.50 | $ | 367,608 | $ | 0 | |||||||
Mr. Koch | Retirement Plan for Employees of Carlisle Corporation | 6.92 | $ | 0 | $ | 0 | ||||||
Carlisle Corporation Supplemental Pension Plan | 6.92 | $ | 161,506 | $ | 0 | |||||||
Mr. Altmeyer | Retirement Plan for Employees of Carlisle Corporation | 24.58 | $ | 312,149 | $ | 0 | ||||||
Carlisle Corporation Supplemental Pension Plan | 24.58 | $ | 849,472 | $ | 0 | |||||||
Mr. Berlin | Retirement Plan for Employees of Carlisle Corporation | 24.58 | $ | 296,675 | $ | 0 | ||||||
Carlisle Corporation Supplemental Pension Plan | 24.58 | $ | 353,359 | $ | 0 | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | Retirement Plan | N/A | N/A | N/A | |||||||||||||||||||
| Supplemental Pension Plan | 8.92 | $ | 428,812 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Roche | Retirement Plan | N/A | N/A | N/A | |||||||||||||||||||
| Supplemental Pension Plan | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | Retirement Plan | 27.58 | $ | 421,135 | $ | 0 | |||||||||||||||||
| Supplemental Pension Plan | 27.58 | $ | 1,296,303 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | Retirement Plan | 21.50 | $ | 306,848 | $ | 0 | |||||||||||||||||
| Supplemental Pension Plan | 21.50 | $ | 673,229 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | Retirement Plan | 27.00 | $ | 406,888 | $ | 0 | |||||||||||||||||
| Supplemental Pension Plan | 27.00 | $ | 622,945 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
Nonqualified Deferred Compensation Table—The following table provides information about contributions and earnings credited to the accounts of the named executive officers under the Company's supplemental 401(k) planPlan during 2014.2017.
The supplemental 401(k) planPlan provides covered officers, including the named executive officers, the opportunity to defer compensation that could not be deferred under the tax-qualified 401(k) Plan due to the Internal Revenue Code limitations that apply to the 401(k) Plan. The Company provides a matching contribution equal to 100% of the first 4% of base salary and annual incentive compensation deferred under the supplemental 401(k) Plan. Each participant in the supplemental savings plan401(k) Plan may direct the "deemed investment" of his or her account among the different investment funds offered by the Company from time to time. The investment options include (i) a fixed rate fund, (ii) a Company stock fund and (iii) investment options that are similar to most of the options available under the Company's 401(k) Plan. All amounts credited to a participant's account under the supplemental 401(k) planPlan are 100% vested and generally will be paid in a lump sum or installments in accordance with the participant's election after
the participant terminates employment with the Company. A participant may also elect to receive one or more in-service distributions.
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 576,050 | $ | 92,452 | $ | 42,565 | $ | 0 | $ | 1,060,366 | ||||||
Mr. Ford | $ | 418,250 | $ | 40,640 | $ | 45,323 | $ | 0 | $ | 1,111,956 | ||||||
Mr. Koch | $ | 9,100 | $ | 9,100 | $ | 695 | $ | 0 | $ | 18,895 | ||||||
Mr. Altmeyer | $ | 392,100 | $ | 51,528 | $ | 51,808 | $ | 0 | $ | 1,246,419 | ||||||
Mr. Berlin | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||
| | | | | | | | | | | | | | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Name | | Executive Contributions in Last FY ($)(1) | | Registrant Contributions in Last FY ($)(2) | | Aggregate Earnings (Losses) in Last FY ($)(3) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last FYE ($)(4) | | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 110,172 | $ | 110,172 | $ | 53,996 | $ | 190,206 | $ | 378,750 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Roche | $ | 95,000 | $ | 19,000 | $ | 1,994 | $ | 0 | $ | 115,994 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | $ | 1,145,550 | $ | 71,896 | $ | 184,403 | $ | 0 | $ | 4,656,031 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 594,250 | $ | 61,480 | $ | 131,115 | $ | 0 | $ | 3,240,116 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Prior Years' Proxy Statements | 2015 Annual Meeting Proxy Statement (see Table on page 31) | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 338,571 | $ | 677,027 | $ | 1,015,598 | ||||
Mr. Ford | $ | 585,074 | $ | 467,955 | $ | 1,053,029 | ||||
Mr. Koch | $ | 0 | $ | 18,200 | $ | 18,200 | ||||
Mr. Altmeyer | $ | 726,957 | $ | 453,976 | $ | 1,180,933 | ||||
| | | | | | | | | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| | Name | | Prior Years' Proxy Statements ($) | | 2018 Annual Meeting Proxy Statement (see Table on page 33) ($) | | Total ($) | | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 323,224 | $ | 220,344 | $ | 543,568 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Roche | $ | 0 | $ | 114,586 | $ | 114,586 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | $ | 3,051,227 | $ | 1,268,849 | $ | 4,320,076 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 2,286,226 | $ | 692,249 | $ | 2,978,475 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
The amounts shown in this table include only deferred salary and annual incentive compensation and do not include deferred performance or restricted Shares. As of December 31, 2014,2017, the named executives had the following number of deferred Shares credited to their accounts under the supplemental 401(k) planPlan with the following values based on the closing market value of the Shares on December 31, 201429, 2017 of $90.24.$113.65.
| Name | Number of Deferred Shares | Value of Deferred Shares | |||||
|---|---|---|---|---|---|---|---|
Mr. Roberts | 55,680 | $ | 5,024,563 | ||||
Mr. Ford | 39,962 | $ | 3,606,171 | ||||
Mr. Koch | 716 | $ | 64,612 | ||||
Mr. Altmeyer | 72,220 | $ | 6,517,133 | ||||
Mr. Berlin | 1,000 | $ | 90,240 | ||||
| | | | | | | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| | Name | | Number of Deferred Shares (#) | | Value of Deferred Shares ($) | | ||||||||
| | | | | | | | | | | | | | | |
| Mr. Koch | 818 | $ | 92,966 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Roche | 0 | $ | 0 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Altmeyer | 107,941 | $ | 12,267,495 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Ford | 61,562 | $ | 6,996,521 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Berlin | 1,000 | $ | 113,650 | ||||||||||
| | | | | | | | | | | | | | | |
Potential Payments Upon Termination or Change-in-ControlChange of Control—The following table shows the amounts that would have been payable to the named executives under the change inof control agreements described on page 2931 if a change of control of the Company had occurred on December 31, 20142017 and the named executives' employment with the Company was terminated without cause immediately thereafter. The terms of the Company's equity awards provide for vesting upon retirement (defined as termination of employment at or after the attainment of age 65). None of the named executives other than Mr. Roberts, are eligible for retirement from the Company.retirement.
| | Severance Benefit | Estimated Value of Continued Participation in Health and other Welfare Benefit Plans(2) | Vesting of Stock Options(3) | Vesting of Restricted Stock(4) | Vesting of Performance Shares(5) | Vesting of Supplemental Pension Plan Benefit(6) | Excise Tax Gross-Up (Reduction in Payments) | Total | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 0 | (1) | $ | 0 | $ | 0 | $ | 4,861,229 | $ | 9,722,458 | $ | 0 | $ | 0 | $ | 14,583,687 | ||||||||
Mr. Ford | $ | 3,864,900 | $ | 30,000 | $ | 826,287 | $ | 803,587 | $ | 1,607,174 | $ | 0 | $ | 2,568,252 | $ | 9,700,200 | |||||||||
Mr. Koch | $ | 4,782,000 | $ | 30,000 | $ | 717,502 | $ | 1,963,532 | $ | 1,476,327 | $ | 161,506 | $ | 2,859,445 | $ | 11,990,312 | |||||||||
Mr. Altmeyer | $ | 4,557,300 | $ | 30,000 | $ | 951,234 | $ | 2,090,590 | $ | 1,842,701 | $ | 0 | $ | (27,708 | ) | $ | 9,444,117 | ||||||||
Mr. Berlin | $ | 3,383,400 | $ | 30,000 | $ | 648,004 | $ | 1,457,015 | $ | 1,278,701 | $ | 353,359 | $ | 2,568,802 | $ | 9,719,281 | |||||||||
| | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance Benefit ($)(1) | Estimated Value of Continued Participation in Health and Other Welfare Benefit Plans ($) | Vesting of Stock Options ($)(2) | Vesting of Restricted Stock ($)(3) | Vesting of Performance Shares ($)(4) | Vesting of Supplemental Pension Plan Benefit ($)(5) | Excise Tax Gross Up (Reduction in Payments) ($)(6) | Total ($) | |||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Koch | $ | 7,962,900 | $ | 30,000 | $ | 1,870,273 | $ | 4,446,897 | $ | 6,971,746 | $ | 428,812 | $ | 8,157,879 | $ | 29,868,507 | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Roche | $ | 2,377,227 | $ | 30,000 | $ | 104,561 | $ | 1,390,735 | $ | 617,120 | $ | 0 | $ | 0 | $ | 4,519,643 | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Altmeyer | $ | 5,320,200 | $ | 30,000 | $ | 595,049 | $ | 963,184 | $ | 1,926,368 | $ | 0 | $ | 0 | $ | 8,834,801 | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Ford | $ | 4,551,000 | $ | 30,000 | $ | 514,222 | $ | 829,645 | $ | 1,659,290 | $ | 0 | $ | 0 | $ | 7,584,157 | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mr. Berlin | $ | 4,027,800 | $ | 30,000 | $ | 478,405 | $ | 772,820 | $ | 1,545,640 | $ | 0 | $ | 0 | $ | 6,854,665 | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2017 includes the valuation assumptions and other information relating to the Supplemental Pension Plan.
Pay Ratio Disclosure—Beginning with the Annual Meeting, the SEC rules require the Company to disclose annually (i) the median of the annual total compensation of all employees of the Company (excluding D. Christian Koch, the Company's principal executive officer); (ii) the annual total compensation of Mr. Koch; and (iii) the ratio of Mr. Koch's annual total compensation to the median annual total compensation of all employees (excluding Mr. Koch).
Based on the methodology and material assumptions described below, the Company has estimated these amounts to be as follows:
| | | |||
|---|---|---|---|---|
Median annual total compensation of all employees (excluding Mr. Koch) | $ | 40,210 | ||
Annual total compensation of Mr. Koch | $ | 5,933,229 | ||
Ratio of Mr. Koch's annual total compensation to median annual total compensation of all other employees | 148:1 | |||
To determine the median employee, the Company compiled a list of all employees (excluding Mr. Koch) as of October 2, 2017, sorted the list of employees by their annualized gross compensation rates as of October 2, 2017 and selected the employee with the median annualized gross compensation amount. The Company did not include in the compensation rates the value of Company-provided benefits such as retirement and medical and life insurance benefits. As of October 2, 2017, the Company employed 14,181 persons, of which 7,698 employees were employed in foreign countries. The compensation of employees in foreign countries was converted to an equivalent U.S. dollar amount using foreign exchange rates on October 2, 2017.
The annual total compensation of Mr. Koch is the total amount of his compensation presented in the Summary Compensation Table on page 33. The Company calculated the annual total compensation of the median employee using the same rules applicable to the completion of the Summary Compensation Table for Mr. Koch and the other named executives.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers and directors, and persons who beneficially own more than 10% of any class of the Company's equity securities (collectively, the "reporting persons"), to file with the SEC initial reports of their beneficial ownership and reports of changes in their beneficial ownership of the Company's equity securities. Based solely on a review of such reports and written representations made by the Company's executive officers and directors with respect to the completeness and timeliness of their filings, the Company believes that the reporting persons complied with all applicable Section 16(a) filing requirements on a timely basis during fiscal 2017, except for Mr. Roberts who filed a late amendment to a timely filed Form 4 to correct the number of Shares reported to satisfy his tax withholding obligations.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Gregg A. Ostrander, Robin J. Adams, Robert G. Bohn, Robin S. Callahan and Terry D. Growcock, Gregg A. Ostrander and Corrine D. Ricard served on the Compensation Committee for all of fiscal 2017. Jesse G. Singh was appointed to the fiscal year endedCompensation Committee upon his appointment to the Board on December 31, 2014.12, 2017. None of the directors who served on the Compensation Committee during 2014in fiscal 2017 has ever served as one of the Company's officers or employees.employees or had any relationship with the Company or any of its subsidiaries since the beginning of fiscal 2017 pursuant to which disclosure would be required under the SEC rules pertaining to the disclosure of transactions with related persons. During 2014,fiscal 2017, none of the Company's executive officers served as a director or member of the compensation committee (or other committee performing similarequivalent functions) of any other entity one of whosewhich an executive officer of such other entity served as a director ofon the Company.Board or its Compensation Committee.
REPORT OF THE
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management of the Company. Basedand, based on such review and discussion, the Compensation Committeediscussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company's Annual Report on Form 10-K for the last fiscal year for filing with the SEC.ended December 31, 2017.
| CARLISLE COMPANIES INCORPORATED COMPENSATION COMMITTEE | ||
Robin J. Adams Robert G. Bohn Jesse G. Singh |
EQUITY COMPENSATION PLAN INFORMATION
The number of securities to be issued upon the exercise of stock options under the Company's equity compensation plans, the weighted average exercise price of the options and the number of securities remaining for future issuance as of December 31, 2014 are as follows:
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) | Weighted-average exercise price of outstanding options, warrants and rights (b)(1) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(2) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders | 2,795,301 | $ | 42.32 | 2,913,704 | ||||||
Equity compensation plans not approved by security holders | 0 | n/a | 0 | |||||||
Total | 2,795,301 | $ | 42.32 | 2,913,704 | ||||||
The Audit Committee of the Board of Directors of the Company is comprised of four non-employee directors. The Board has made a determination that the members of the Audit Committee satisfy the requirements of the New York Stock ExchangeNYSE as to independence, financial literacy and experience. The responsibilities of the Audit Committee are set forth in the Charter of the Audit Committee, which is reviewed annually by the Committee.committee.
The Audit Committee has the sole authority to appoint and terminate the engagement of the Company's independent auditors of the Company and its subsidiaries.registered public accounting firm. The Audit Committee also reviews the arrangements for and the results of the auditors'independent registered public accounting firm's examination of the Company's books and records, internal accounting control procedures, the activities and recommendations of the Company's internal auditors, and the Company's accounting policies, control systems and compliance activities. The Board has determined that Robin S. Callahan, Robin J. Adams, James D. Frias, Gregg A. Ostrander and Lawrence A. Sala are "audit committee financial experts" as defined by the rules of the Securities and Exchange Commission.SEC rules. Below is a report on the Audit Committee's activities relating to fiscal year 2014.2017.
Review of Audited Consolidated Financial Statements with Management
The Audit Committee has reviewed and discussed with management the audited consolidated financial statements withincluded in the managementCompany's Annual Report on Form 10-K for the fiscal year ended December 31 2017.
Review ofAudited Consolidated Financial Statements and Other Matters with Independent Registered Public Accounting Firm
The Audit Committee has discussed with the Company's independent registered public accounting firm the audited consolidated financial statements and , the matters required to be discussed by Auditing Standard No. 16,1301, "Communications with Audit Committees," as adopted by the Public Company Accounting Oversight Board (the "PCAOB"). The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant'sregistered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with the independent accountants the independent accountant'sregistered public accounting firm its independence. In concluding that such firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by such firm were compatible with its independence. See "Fees paidPaid to Independent Registered Public Accounting Firm" on page 42.below.
Recommendation that Audited Consolidated Financial Statements be Included in Annual Report
Based on the reviews, discussions and discussionsdisclosures referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2017 be included in the Company's Annual Report on Form 10-K for the lastsuch fiscal year for filing with the SEC.year.
| CARLISLE COMPANIES INCORPORATED AUDIT COMMITTEE | ||
James D. Frias, Chairman Robin J. Adams Gregg A. Ostrander Lawrence A. Sala |
FEES PAID TO PROPOSAL 2:
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The aggregate feesAudit Committee of the Board of Directors has appointed Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018. Deloitte & Touche LLP has acted in such capacity for the Company since May 16, 2017, the effective date of the Audit Committee's approval of the engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2017 and reimbursable expenses for professional services provided bythe dismissal of Ernst & Young LLP ("E&Y")from that were billed torole. Ernst & Young LLP served as the CompanyCompany's independent registered public accounting firm for the fiscal year ended December 31, 2016.
The reports of Ernst & Young LLP on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 20142015 and 2013 were:2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2015 and 2016, and the subsequent interim period through May 16, 2017, there were no (i) "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Ernst & Young LLP's satisfaction, would have caused Ernst & Young LLP to make reference to the subject matter thereof in its reports for such fiscal years and interim period, or (ii) "reportable events" (as that term is described in Item 304(a)(1)(v) of Regulation S-K).
The Company expects that representatives of Deloitte & Touche LLP will be present at the Annual Meeting, and the representatives will have an opportunity to make a statement if they desire to do so. The Company also expects that representatives will be available to respond to appropriate questions from stockholders.
Stockholder ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm is not required by the Company's Amended and Restated Bylaws or otherwise. Neverthelesss, the Board is submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider its appointment of Deloitte & Touche LLP. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.
The Board of Directors unanimously recommends that you vote "FOR" the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2018.
Unless a proxy is marked to give a different direction, the persons named in the proxy will vote"FOR" the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2018.
A. Fees Paid to Independent Registered Public Accounting Firm
The following table presents fees for professional audit services rendered by Deloitte & Touche LLP and Ernst & Young LLP for the audit of the Company's consolidated financial statements
for the fiscal years ended December 31, 2017 and 2016, respectively, and fees billed for other services rendered by Deloitte & Touche LLP and Ernst & Young LLP during those periods.
| | Fiscal 2017 (Deloitte & Touche LLP) | Fiscal 2016 (Ernst & Young LLP) | |||||
|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 3,985,600 | $ | 5,450,411 | |||
Audit-Related Fees(2) | $ | 123,000 | $ | 100,000 | |||
Tax Fees(3) | $ | 189,000 | $ | 394,000 | |||
All Other Fees | $ | 0 | $ | 0 | |||
| | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
Audit Fees | $ | 3,409,500 | $ | 4,097,000 | |||
Audit Related Fees | $ | 0 | $ | 1,162,500 | |||
Tax Fees | $ | 400,000 | $ | 568,500 | |||
All Other Fees | $ | 0 | $ | 0 | |||
B. Audit Committee Pre-Approval of Audit and Non-Audit Services
All audit and permissible non-audit services provided, or to be provided,performed by the Company's independent registered public accountantsaccounting firm are subject to a pre-approval requirement of the Audit Committee. These services may include audit services, audit-related services, tax services and other services. All such services provided in fiscal 2017 were pre-approved by the Audit Committee. The Audit Committee concluded that the provision of such services by Deloitte & Touche LLP was compatible with the maintenance of that firm's independence. The Audit Committee has delegated to the Chairman of the Audit Committee pre-approval authority with respect to certain permissible non-audit services. The Chairman's pre-approval authority is limited to engagements costing no more than $200,000 in the aggregate.aggregate and any such engagements approved by the Chairman shall be presented to the full Audit Committee at its next regularly scheduled meeting.
PROPOSAL TWO:3:
ADVISORY VOTE TO APPROVE THE COMPANY'S
NAMED EXECUTIVE OFFICER COMPENSATION
We encourage youAs required by Section 14A of the Exchange Act, this proposal, commonly known as a "say-on-pay" proposal, gives the Company's stockholders the opportunity to reviewvote to approve or not approve, on an advisory basis, the complete descriptioncompensation of the Company's named executive compensation programs providedofficers, which is described in the "Executive Officer Compensation"Compensation Discussion and Analysis" Sectionsection of this Proxy Statement (pages 19 through 39).Statement. This vote is not intended to address any specific item or element of compensation or the compensation of any particular officer, but rather the overall compensation of the Company's named executive officers and the philosophy, principles and policies used to determine compensation.
Stockholders were most recently asked to approve the compensation of the Company's named executive officers at the Company's 2017 Annual Meeting of Stockholders, and stockholders approved the Company's named executive officer compensation with more than 90% of the votes cast in favor. At the 2017 Annual Meeting of Stockholders, the Company's stockholders were also asked to indicate whether future advisory say-on-pay votes should occur every one, two or three years, with the Board recommending an annual advisory vote. Because the Board views it as a good corporate governance practice, and because at the 2017 Annual Meeting of Stockholders a majority of the votes cast were in favor of an annual advisory vote, the Board adopted a policy that the Company will include an advisory say-on-pay vote in the Company's proxy materials on an annual basis until the next required advisory vote on the frequency of advisory stockholder votes on named executive officer compensation, which will occur no later than the Company's annual meeting of stockholders in 2023.
The compensation program for the Company's named executive officers is based on the following guiding principles:
The CompensationStockholders are urged to read the "Compensation Discussion and AnalysisAnalysis" section of this Proxy Statement, which provides a thorough description of how the Compensation Committee has designed and administered the executive compensation program to comply with these principles.
At the 2015 Annual Meeting, Company shareholdersstockholders will have the opportunity to endorse or not endorse the compensation of the named executivesexecutive officers through a non-binding vote (commonly known as a "say-on-pay" vote) on the following resolution:
RESOLVED,, that the compensation paid to the Company's named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the named executives ofSEC, including the Company described in the Executive Officer Compensation Discussion and Analysis, section of this Proxy Statement, including the disclosurecompensation tables and related narrative discussion, (pages 19 through 39), is hereby APPROVED.approved.
Even though the result of the say-on-payThis vote is non-binding,advisory, which means that the stockholder vote on this proposal will not be binding on the Company, the Compensation Committee or the Board, nor will it create or imply any change in the fiduciary duties of, Directorsor impose any additional fiduciary duty on, the Company, the Compensation Committee or the Board. However, the Compensation Committee values the opinions that shareholders express in their votesexpressed by the
Company's stockholders and will carefully consider the outcome of the vote when making future compensation decisions for the Company's named executive officers.
The Board of Directors unanimously recommends that you vote "FOR" the approval, on an advisory basis, of the compensation decisions. The Company currently conducts annualof the Company's named executive officers in fiscal 2017 as disclosed in this Proxy Statement.
Unless a proxy is marked to give a different direction, the persons named in the proxy will vote"FOR" the approval, on an advisory basis, of the compensation of the Company's named executive officers in fiscal 2017 as disclosed in this Proxy Statement.
votes on executive compensation and expects to conduct the next advisory vote at the 2016 Annual Meeting of Shareholders.
The Board unanimously recommends a vote "FOR" the resolution.Table of Contents
PROPOSAL THREE:STOCKHOLDER PROPOSALS FORTO RATIFY THE APPOINTMENT2019 ANNUAL MEETING OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRMSTOCKHOLDERS
The Audit Committee has engaged E&Y as the Company's independent registered public accounting firm to audit the Company's financial statements and the effectiveness of the Company's internal controls over financial reporting for the year ending December 31, 2015. E&Y's engagement commenced on May 17, 2005, and E&Y has served as the Company's auditors for the years ended December 31, 2005 through 2014.
Although ratification of the Audit Committee's appointment of E&Y is not required by the Company's by-laws or otherwise, the Board is submitting the selection of E&Y to the shareholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
One or more representatives of E&Y are expected to be present at the 2015 Annual Meeting and will be given an opportunity to make a statement, if they so desire, and to respond to appropriate questions of shareholders in attendance.
The Board unanimously recommends a vote "FOR" the ratification of the appointment of E&Y as the Company's independent registered public accounting firm. Proxies received by the Board will be so voted unless shareholders specify a contrary choice in their proxies.
PROPOSAL FOUR:APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors recommends that the shareholders approve an amendment to the Company's Restated Certificate of Incorporation that would double the number of authorized Common Shares to 200,000,000. Each additional Common Share authorized will have the same rights and privileges as each currently authorized Common Share. The Company's Restated Certificate of Incorporation currently authorizes the issuance of 100,000,000 shares of common stock, $1.00 par value, and 5,000,000 shares of preferred stock, $1.00 par value. No preferred stock is outstanding. As of February 27, 2015, the Company had issued and outstanding 65,177,424 Common Shares.
The Board of Directors believes it is in the best interests of the Company and its shareholders to increase the number of authorized Common Shares to give the Company greater flexibility in considering and planning for future business needs. If the amendment to the Restated Certificate of Incorporation is approved, the Board of Directors will be able to issue the additional authorized Shares for various corporate purposes, including but not limited to, stock splits, stock dividends, financings, corporate mergers and acquisitions and other general corporate transactions.
Additional shareholder approval will not be required for the Board of Directors to issue any of these additional Shares unless the number of Shares to be issued in a single transaction or a series of related transactions will (i) have upon issuance voting power that equals or exceeds 20 percent of the voting power outstanding before the issuance or (ii) be equal to or exceed 20 percent of the number of Shares outstanding before the issuance. In either of those cases, the rules of the New York Stock
Exchange would require the Company to obtain shareholder approval as a condition to listing the additional shares.
Except for Shares that may be issued under the Company's incentive plans, the Company has no present plans for issuance of additional common stock. No holder of Company Shares has a preemptive right to acquire any additional Shares, except as may be required by law or the rules of the NYSE, on which the common stock is listed.
If thisAny stockholder proposal is approved, the issuance of additional Common Shares, other than in connection with stock splits and stock dividends, could have the effect of diluting earnings per share, book value or the voting rights of the present holders of shares of the Company's Common Shares. In recent years, most of the Common Shares issued by the Company has been for employee benefit plans and stock splits the most recent of which occurred on March 20, 2007.
The amendment may also have the effect of discouraging attempts to take control of the Company through a merger, tender offer, proxy contest or other approach, as additional Common Shares could be issued to dilute the stock ownership and voting power of, or to increase the cost to, a party seeking to obtain control of us. The Company is not proposing this amendment in response to any known attempt or effort by a third party to take control of the Company.
As amended, Paragraph A of Article FOURTH of the Restated Certificate of Incorporation would read as follows:
FOURTH: A. The total number of shares of stock which the Corporation shall have authority to issue is Two Hundred and Five Million (205,000,000) shares, divided into two (2) classes as follows:
The Board unanimously recommends a vote "FOR" the amendment to the Company's Restated Certificate of Incorporation.
PROPOSAL FIVE:TO APPROVE THE CARLISLE COMPANIES INCORPORATEDINCENTIVE COMPENSATION PROGRAM
The Company currently maintains the Carlisle Companies Incorporated Amended and Restated Executive Incentive Program (the "2012 Program") under which the Company may award stock options and other equity-based incentives to the Company's executives and key employees. The 2012 Program was originally approved by the Company's shareholders in 1988. The Company's shareholders subsequently approved increases in the number of Shares available for issuance under the 2012 Program in 2009 and 2012. As of December 31, 2014, 2,657,139 Shares remained available for issuance under the 2012 Program, and 465,547 of those Shares are available for grant as restricted Shares, restricted Share units, performance Shares, performance units or other "full value" awards.
The Compensation Committee and the Board of Directors have unanimously approved, subject to shareholder approval, an amendment and restatement of the 2012 Program (the "2015 Program") to (i) increase the total number of shares available for issuance by an additional 2,000,000 Shares such that a total of 4,657,139 Shares will be available for issuance under the 2015 Program, (ii) increase to 1,750,000 the number of Shares available for grant as restricted Shares, restricted Share units, performance Shares, performance units or other "full value" awards, (iii) include the Company's non-employee directors as eligible to participate in and receive awards, (iv) change the change in
control vesting from a single trigger vesting provision to a double trigger vesting provision and (v) make other changes to the Program in response to recent regulatory developments.
The Board of Directors believes that performance-based annual incentive awards, stock options and other equity incentives play a key role in the Company's ability to recruit, reward and retain executives, key employees and directors. Equity awards encourage stock ownership and also link the interest of the Company's shareholders with key employees who have the ability to enhance the value of the Company. The Board, therefore, recommends that the shareholders approve the 2015 Program.
Approval of this proposal requires the affirmative vote of a majority of the total votes of all Shares present in person or represented by proxy and entitled to vote on the proposal at the annual meeting. Shares voted for the proposal and Shares represented by returned proxies that do not contain instructions will be counted as Shares cast for the proposal. Shares will be counted as cast against the proposal if the Shares are voted either against the proposal or to abstain from voting. Broker non-votes will not change the number of votes cast for or against the proposal and will not be treated as Shares entitled to vote. For voting purposes, proxies requiring confirmation of the date of beneficial ownership received by the Board of Directors with such confirmation not completed so as to show which Shares beneficially owned by the shareholder are entitled to five (5) votes for each Share will be voted with one (1) vote for each Share. See "Voting by Proxy and Confirmation of Beneficial Ownership" beginning on page 52.
Summary of the 2015 Program
The principal features of the 2015 Program are summarized below. This summary is qualified in its entirety by reference to the full text of the 2015 Program, which is attached to this Proxy Statement asAppendix A.
Plan Administration
The 2015 Program will be administered by the Compensation Committee, which has authority to select the persons eligible to receive awards, determine the types of awards and number of shares to be awarded, and set the terms, conditions and provisions of the awards consistent with the 2015 Program. The Compensation Committee has the discretionary authority to resolve any and all questions arising under the 2015 Program.
The 2015 Program provides that no member of the Board of Director, the Compensation Committee or any employee of the Company will be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the 2015 Program. The Company will indemnify each such person for any liability or expense (including attorneys' fees) resulting from any action, suit or proceeding to which such person may be a party by reason of any action taken or omitted to be taken under the 2015 Program.
Eligibility
Any director, employee or officer of the Company or its affiliates selected by the Compensation Committee will be eligible for participation in the 2015 Program. In 2014, a total of approximately 253 employees received awards under the 2012 Program. The Company anticipates that substantially the same number of employees will receive awards under the 2015 Program. In addition, eight non-employee directors will be eligible to receive awards under the 2015 Program. However, the Company intends to continue making the annual equity awards to non-employee directors under the Carlisle Companies Incorporated Nonemployee Director Equity Plan so long as there are Shares available for award to non-employee directors under that plan.
Equity-Based Incentive Awards.
Stock Options. The Compensation Committee may grant stock options, which entitle the participant to purchase Shares at a price equal to or greater than their fair market value on the date of grant. Stock options may include incentive stock options, non-qualified stock options, or any combination thereof. Each grant must specify the period of continuous employment that is necessary before the stock option becomes exercisable and may specify "management objectives" that must be achieved as a condition to exercise the option. No stock option may be exercisable more than ten years from the date or grant or provide for the payment of dividend equivalents to the holder of the option.
Restricted Shares and Units. The Compensation Committee may issue or transfer Shares under a restricted Share or restricted Share grant. Any such grants to employees must set forth a restriction period of at least one year during which the Shares are subject to a substantial risk of forfeiture and may not be transferred. The Compensation Committee may provide for the earlier termination of the restriction period in the event of retirement, death or disability. Restricted Shares and restricted Share units may also be subject to "management objectives" that, if achieved, will result in termination or early termination of the restrictions applicable to the Shares or units. A restricted Share or restricted Share unit grant may require that any dividends paid with respect to the Shares or units be deferred and reinvested in additional Shares or units subject to the same restrictions as the underlying award.
Appreciation Rights. The Compensation Committee may also grant appreciation rights, which represent the right to receive from the Company an amount, determined by the Compensation Committee and expressed as a percentage (not exceeding 100%) of the difference between the base price established for the appreciation rights and the market value of the Shares on the date of exercise. Each appreciation right must have a base price that is not less than the fair market value of the Shares on the date of grant and specify the period of continuous employment that is necessary before the appreciation right becomes exercisable (except that the appreciation right may provide for the earlier exercise in the event of retirement, death or disability). Appreciation rights may specify that the amount payable on exercise may be paid in cash, in Shares or in any combination thereof, and appreciation rights may specify "management objectives" that must be achieved as a condition to the exercise of the appreciation right. No appreciation right may be exercisable more than ten years from the date of grant or provide for the payment of dividend equivalents to the holder of the right.
Performance Shares and Units. A performance unit is the equivalent of $1.00 and a performance Share is the equivalent of one Share. Performance units and Shares will be subject to one or more "management objectives" that must be met within a specified period of not less than one year (the "performance period"). The specified performance period may be subject to earlier termination in the event of retirement, death or disability. The Compensation Committee will also establish a minimum level of acceptable achievement. At the end of the performance period, a determination will be made regarding the extent to which the "management objectives" have been met. To the extent earned, the performance units or performance shares will be paid to the participant at the time and in the manner determined by the Compensation Committee in cash, Shares or any combination thereof. The grant may provide for the payment of dividend equivalents in cash or in Shares on a current, deferred or contingent basis.
Incentive Awards. Incentive awards may be made to participants based on the Company's achievement of one or more "performance objectives" that must be met within a specified period (the "performance period"). Following the completion of a performance period, the Compensation Committee will evaluate the Company's achievement of the performance objectives. No incentive award may be paid without a determination by the Compensation Committee that the performance objectives have been met.
Other Awards. Other awards may be granted that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, the Shares. In addition, cash awards, as an element of or supplement to any other award granted under the 2015 Program, may also be granted. Shares may also be granted as a bonus or in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the 2015 Program or under other plans or compensatory arrangements.
Management Objectives.
The Program requires that the Compensation Committee establish "management objectives" for purposes of annual incentive awards and awards of performance shares and performance units. When so determined by the Compensation Committee, stock options, appreciation rights, restricted stock and dividend equivalents may also specify management objectives. Management objectives may be described in terms of either Company-wide objectives or objectives that are related to the performance of the individual participant or subsidiary, division, department or function within the Company or a subsidiary in which the participant is employed. The management objectives may be made relative to the performance of other corporations. The management objectives applicable to any award to a "covered employee" as defined in Section 162(m) will be based on specified levels of or growth in one or more of the following criteria: revenues, earnings from operations, earnings before or after interest and taxes, net income, cash flow, earnings per share, debt to capital ratio, economic value added, return on total capital, return on invested capital, return on equity, return on assets, total return to shareholders, earnings before or after interest, depreciation, amortization or extraordinary or special items, return on investment, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, cash flow in excess of cost of capital, operating margin, profit margin, stock price and/or strategic business criteria consisting of one or more objectives based on meeting specified product development, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures. Management objectives may be stated as a combination of the listed factors. If the Compensation Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the management objectives unsuitable, the Compensation Committee may in its discretion modify such management objectives or the related minimum acceptable level of achievement, in whole or in part, as the Compensation Committee deems appropriate and equitable, except to the extent that such action would result in the loss of the otherwise available exemption of the award under Section 162(m).
Recoupment of Awards.
The Compensation Committee may require, as a condition to any award, a participant to agree to reimburse the Company for all or any portion of an award, terminate or rescind an award, or recapture any Shares issued pursuant to an award in connection with any recoupment or clawback policy adopted by the Compensation Committee.
Transferability.
Stock options and other derivative securities awarded under the 2015 Program generally will not be transferable by a participant other than by will or the laws of descent and distribution. Any award made under the 2015 Program may provide that any Shares issued or transferred as a result of the award will be subject to further restrictions upon transfer.
Change in Control.
Except as otherwise provided in an agreement between the Company and a participant, upon termination of an employee participant's employment by the Company without "cause," or by a participant for "good reason," each as defined in the 2015 Program, within a period of two years following the occurrence of a "change in control," as defined in the 2015 Program, each unexpired stock option and appreciation right held by the participant will become exercisable in full, all restrictions on restricted Shares and restricted Share units held by the participant will lapse and all management objectives of all performance Shares, performance units and other awards held by the participant will be deemed to have been fully earned at the maximum performance level.
Shares Available for Awards; Award Limitations; Changes in Capitalization
Subject to adjustment as provided below, the aggregate number of Shares that may be delivered pursuant to awards granted under the 2015 Program would be 4,657,139 shares. Such Shares may be original issue shares, treasury shares or a combination of original issue and treasury shares.
The Compensation Committee may adopt reasonable counting procedures to ensure appropriate counting of the number of Shares available under the 2015 Program or in any award granted under the 2015 Plan if the number of Shares actually delivered differs from the number of Shares previously counted in connection with an award. Shares subject to an award that is canceled, expired, forfeited, settled in cash or is otherwise terminated without a delivery of Shares to the participant will again be available for awards. Shares withheld in payment of the exercise price or taxes relating to an award and shares surrendered in payment of any exercise price or taxes relating to an award will be considered delivered to the participant and will not be available for awards under the 2015 Program. In addition, if the amount payable upon exercise of an appreciation right is paid in Shares, the total number of Shares subject to the appreciation right will be considered delivered to the participant (regardless of the number of Shares actually paid to the participant) and will not be available for awards under the 2015 Program.
Under the 2015 Program, no participant may receive in any calendar year an award of (i) option rights and appreciation rights, in the aggregate, for more than 300,000 Shares, (ii) an award of performance Shares, restricted Shares or Restricted Share units specifying management objectives covering more than 100,000 Shares. (iii) performance units having an aggregate maximum value as of their respective dates of grant in excess of $1,750,000 or (iv) an incentive award of more than $3,500,000.
In the event of any change in the number of outstanding Shares by reason of any stock dividend, split, spin-off, recapitalization, merger, consolidation, combination, exchange of shares or otherwise, the aggregate number of shares of common stock with respect to which awards may be made under the 2015 Plan, the annual limit on individual awards and the terms, types of shares and number of shares of any outstanding awards under the 2015 Plan will be equitably adjusted by the Compensation Committee in its discretion to preserve the benefit of the award for the Company and the participant. In the event of any such corporate transaction, the Compensation Committee, in its discretion, may provide in substitution for any or all outstanding awards under the 2015 Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced.
Amendment and Termination.
The Board of Directors may at any time further amend the 2015 Program;provided,however, that any amendment which must be approved by the shareholders of the Company in order to comply with applicable law or the New York Stock Exchange will not be effective unless and until such approval has been obtained. The 2015 Program specifically prohibits the re-pricing or repurchase of stock options or
appreciation rights without shareholder approval. In addition, the 2015 Program provides that, without shareholder approval, neither the Committee nor the Board of Directors can authorize any option grant to provide for "reload" rights (i.e., the automatic grant of stock options to the participant upon the exercise of options using shares or other equity).
No grants under the 2015 Program may be made after December 31, 2024, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of the 2015 Program.
Federal Income Tax Consequences.
The following is a brief summary of certain of the Federal income tax consequences of certain transactions under the 2015 Program. This summary is not intended to be complete and does not describe state or local tax consequences.
Tax Consequences to Participants.
Incentive Awards. A participant will recognize ordinary income for the full amount of an incentive award under the 2015 Program when the award is paid to the participant.
Non-qualified Stock Options. No income will be recognized by an optionee upon the grant of a non-qualified stock option. At the time of exercise of a non-qualified stock option, the optionee will recognize ordinary income in an amount equal to the difference between the option price paid for the Shares and the fair market value of the Shares on the date of exercise. At the time of a sale of Shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the Shares after the date of exercise will be treated as short-term or long-term capital gain (or loss) depending on the holding period.
Incentive Stock Options. No income will be recognized by an optionee upon the grant or exercise of an incentive stock option. However, the excess of the fair market value of the Shares on the exercise date over the option price will be included in the optionee's incomeCompany's proxy statement and form of proxy for purposes of the alternative minimum tax. If Shares are issued to the optionee pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such Shares is made by such optionee within two years after the date of the grant or within one year after the transfer of such shares to the optionee, then upon sale of the Shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss. If Shares acquired upon exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the optionee will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such Shares at the time of exercise (or if less, the amount realized on the disposition of the shares in a sale or exchange) over the option price paid for the Shares. Any further gain (or loss) realized by the optionee generally will be taxed as either short-term or long-term capital gain (or loss) depending on the holding period.
Appreciation Rights. No income will be recognized by a participant in connection with the grant of an appreciation right. When the appreciation right is exercised, the participant will be required to include as ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted Shares received on the exercise.
Performance Units and Performance Shares. No income will be recognized upon the grant of performance units or performance shares. Upon earn-out of performance units or performance shares, the recipient will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted Shares received.
Restricted Shares. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by an amount, if any, paid by the participant for the restricted stock) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Code Section 83. However, a participant who so elects under Code Section 83(b) within 30 days of the date of receipt of the Shares will have taxable ordinary income on the date of receipt of the Shares equal to the excess of the fair market value of the Shares (determined without regard to the restrictions) over the purchase price, if any, of the restricted stock. If a Code Section 83(b) election has not been made, any dividends received with respect to restricted stock that are subject to the restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.
Restricted Share Units. No income will be recognized by a participant in connection with the grant of a restricted Share unit. When the unit is settled, the participant will be required to include as ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted Shares received on settlement.
Tax Consequences to the Company.
To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services generally will be entitled to a corresponding deduction. In addition, certain awards granted under the 2015 Program are intended to be exempt from Section 162(m) of the Internal Revenue Code of 1986 (the "Code") and the regulations thereunder (collectively, "Section 162(m)"), which places a $1,000,000 limit on the federal income tax deduction that may be taken by a public company for compensation paid to each of its chief executive officer and the three highest compensated officers (other than the chief financial officer) listed in the Summary Compensation Table.
FUTURE BENEFITS UNDER THE 2015 PROGRAM
The Compensation Committee has made no determination as to future grants or awards under the 2015 Program. However, the Compensation Committee intends to make future incentive, stock option, restricted share and performance Share units awards under the 2015 Program consistent with past practice. The closing price of Carlisle common stock on the New York Stock Exchange on February 27, 2015 was $93.07.
PRIOR BENEFITS UNDER THE 2012 PROGRAM
The following table summarizes awards granted during 2012, 2013 and 2014 under the 2012 Program and the Company's Nonemployee Director Equity Plan.
| | | Type of Award | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Grantee | Stock Options | Restricted Shares/Units | Performance Shares* | ||||||||
| CEO | 75,240 | 22,195 | 22,195 | |||||||||
| Named Executive Officers (other than CEO) | 70,450 | 20,790 | 20,790 | |||||||||
2012 | Other Employees | 343,115 | 43,005 | 43,005 | ||||||||
| Non-Employee Directors | 0 | 12,351 | 0 | |||||||||
Total | 488,805 | 98,341 | 85,990 | |||||||||
| CEO | 0 | 28,010 | 28,010 | |||||||||
| Named Executive Officers (other than CEO) | 66,015 | 17,825 | 17,825 | |||||||||
2013 | Other Employees | 217,960 | 25,420 | 25,420 | ||||||||
| Non-Employee Directors | 0 | 11,848 | 0 | |||||||||
Total | 283,975 | 83,103 | 71,255 | |||||||||
| CEO | 0 | 25,860 | 25,860 | |||||||||
| Named Executive Officers (other than CEO) | 62,245 | 52,152 | 16,555 | |||||||||
2014 | Other Employees | 196,790 | 26,761 | 25,555 | ||||||||
| Non-Employee Directors | 0 | 10,645 | 0 | |||||||||
Total | 259,035 | 115,418 | 67,970 | |||||||||
OVERHANG AND RUN RATE
In connection with its adoption of the 2015 Program, the Board of Directors reviewed the dilutive effect of the Company's equity compensation on its shareholders (sometimes called "overhang"). As of December 31, 2014, assuming approval of the 2015 Program, the total overhang would be approximately 10.7%.
For the purpose of calculating the overhang, the Company uses "fully diluted overhang," which equals Amount A divided by Amount B. Amount A equals the sum of the number of (i) outstanding stock options, (ii) unvested restricted Shares and restricted Share units, (iii) unearned performance Shares, (iv) deferred Share units and (v) Shares available for future grants under the 2015 Program. Amount B equals the sum of (i) the number Shares outstanding and (ii) Amount A less unvested restricted Shares. As of December 31, 2014, (i) the number of outstanding stock options, unvested
restricted Shares and restricted Share units, unearned performance Shares was 2,805,100, (ii) the Shares available for future grants under the 2015 Program (assuming approval by the shareholders) Nonemployee Director Equity Program is 4,913,704, (iii) the number of Shares of common stock outstanding was 64.7 million and (iv) the number of unvested restricted Shares was 246,988. The table on page 40 sets forth additional information regarding Shares that be issued under the Company's equity compensation plans.
The Board of Directors also reviewed the rate at which the Company grants equity awards relative to its shares of common stock outstanding (sometimes referred to as the "run rate"). Over the past three fiscal years (2012 through 2014), the annual share usage has averaged approximately 0.9% of Shares outstanding.
The Board unanimously recommends a vote "FOR" approval of the 2015 Program. Proxies received by the Board will be so voted unless shareholders specify a contrary choice in their proxies.
SHAREHOLDER PROPOSALS FOR PRESENTATIONAT THE 2016 ANNUAL MEETING
If a shareholder wishes to present, in accordance with SEC Rule 14a-8, a proposal to the shareholders of the Company at the 20162019 Annual Meeting the proposalof Stockholders must be received by the Company no later than November 19, 2018. Any such stockholder proposal must also comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to the attention of the Company's Secretary at our principal executive offices for inclusionCarlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254. Pursuant to the SEC rules, submitting a proposal will not guarantee that it will be included in the Company's proxy materials.
In addition, any stockholder proposal (other than nominations for directors) intended to be presented at the 2019 Annual Meeting of Stockholders, but that will not be included in the Company's proxy statement and form of proxy relating to the meeting on or before November 21, 2015. Pursuant to SEC Rules, submitting a proposal does not guarantee that it will2019 Annual Meeting of Stockholders, must be included in the proxy materials.
In accordance withreceived by the Company's Bylaws,Secretary at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254, either in order to be properly broughtperson or by U.S. certified mail, postage prepaid, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the 2016first anniversary of the Annual Meeting,Meeting. As a shareholder's noticeresult, any proposals submitted by a stockholder pursuant to the provisions of a proposalthe Company's Amended and Restated Bylaws (other than a proposal broughtproposals submitted pursuant to SEC Rule 14a-8 or nominations for directors) must be received by the Company at our principal executive offices no earlier than January 7, 2016 or later than February 6, 2016. To be in proper form, any such shareholder's proposal must include the specified information concerning the proposal as described in the Bylaws. The presiding officer of chairman of the 2016 Annual Meeting may refuse to accept any such proposal that is not in proper form or submitted in compliance with the procedures in the Bylaws.
In accordance with the Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), in order to be properly brought before the 2016 Annual Meeting, a shareholder's notice of a proposal for nominations of directors must be received by the Company at our principal executive offices2, 2019 and no later than February 6, 2016. To1, 2019. However, if the date of the 2019 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after May 2, 2019, notice by the stockholder to be in proper form, anytimely must be so delivered or received not earlier than the close of business on the 120th day prior to the date of the 2019 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to such shareholder's proposalannual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Stockholder proposals must include the specified information concerning the proposal and nomineethe stockholder submitting the proposal as describedset forth in the Certificate of Incorporation. The presiding officer or chairmanCompany's Amended and Restated Bylaws. A stockholder who is interested in submitting a proposal should request a copy of the 2016 Annual Meeting may refuse to accept any such proposal that is not in proper form or submitted in compliance with the procedures in the Certificate of Incorporation.
All shareholder proposals should be addressedCompany's Amended and Restated Bylaws by writing to the attention of CorporateCompany's Secretary at the executive offices of the Company, 11605Carlisle Companies Incorporated, 16430 North Community HouseScottsdale Road, Suite 600, Charlotte, North Carolina 28277.400, Scottsdale, Arizona 85254.
VOTING BY PROXY AND CONFIRMATION OF BENEFICIAL OWNERSHIP
To ensure that your Shares will be represented atWhether or not you plan to attend the Annual Meeting, please follow the instructions shown on the Notice Regarding theof Internet Availability of Proxy Materials (or paper proxy card if you received or request one) whether or not you expect to attendvote your Shares by proxy to ensure that your Shares are represented at the Annual Meeting. Shares represented by a valid proxy received and not revoked before the Annual Meeting will be voted as specified.
Any shareholderYou may revoke a proxy by a later-datedyour proxy or change your vote at any time before the vote is taken at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy or change your vote by giving(i) submitting a written notice of revocation to the Company (addressed to the CompanyCompany's Secretary at 11605Carlisle Companies Incorporated, 16430 North Community HouseScottsdale Road, Suite 600, Charlotte, North Carolina 28277 Attention: Secretary)400, Scottsdale, Arizona 85254; (ii) delivering a proxy bearing a later date via the Internet, by mail or by telephone until the applicable deadline for each method; or (iii) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or vote in person at the Annual Meeting. For all methods of voting, the last vote cast will supersede all previous votes. If you hold your Shares in street name and you have instructed your bank, broker or other nominee to vote your Shares, you may change or revoke your voting instructions by following the specific instructions provided to you by your bank, broker or other nominee, or, if you
have obtained a legal proxy from your bank, broker or other nominee, by attending the Annual Meeting and voting in person.
The number of votes that each shareholderstockholder will be entitled to cast at the Annual Meeting will depend on when the Shares were acquired and whether or not there has been a change in beneficial ownership since the date of acquisition, with respect to each of such holder's Shares.
ShareholdersStockholders whose Shares are held by brokersbanks or banksbrokers or in nominee name are requested to confirm to the Company how many of the Shares they own as of March 11, 20157, 2018 were beneficially owned before March 11, 2011,7, 2014, entitling such shareholderstockholder to five votes per Share, and how many were acquired after March 10, 2011,6, 2014, entitling such shareholderstockholder to one vote per Share. If no confirmation of beneficial ownership is received from a shareholderstockholder prior to the Annual Meeting, it will be deemed by the Company that beneficial ownership of all such Shares was effected after March 10, 2011,6, 2014, and the shareholderstockholder will be entitled to one vote for each Share. If a shareholderstockholder provides incorrect information, he or she may provide correct information at any time prior to the voting of his or her Shares at the Annual Meeting.
ThisThe Notice of Internet Availability of Proxy Materials, or a printed copy of the proxy materials (including this Proxy Statement and the form of Proxy Cardproxy), as applicable, are being furnished to shareholdersstockholders of record on March 11, 20157, 2018 whose Shares on the records of the Company show the following:
(i) that such shareholderstockholder had beneficial ownership of such Shares before March 11, 2011,7, 2014, and there has been no change since that date, thus entitling such shareholderstockholder to five votes for each Share; or
(ii) that beneficial ownership of such Shares was effected after March 10, 2011,6, 2014, thus entitling such shareholderstockholder to one vote for each Share; or
(iii) that the dates on which beneficial ownership of such Shares were effected are such that such shareholderstockholder is entitled to five votes for some Shares and one vote for other Shares.
Printed on the Notice of Internet Availability of Proxy CardMaterials (or paper proxy card if you received or request one) for each individual shareholderstockholder of record is the number of Shares for which he or she is entitled to cast five votes each and/or one vote each, as the case may be, as shown on the records of the Company.
ShareholdersStockholders of record are urged to review the number of Shares shown on their Notice of Internet Availability of Proxy CardsMaterials (or paper proxy card if they received or request one) in the five-vote and one-vote categories. If the number of Shares shown in a voting category is believed to be incorrect, the shareholderstockholder should notify the Company in writing of that fact and either enclose the notice along with the Proxy Card in the postage-paid, return envelope, or mail the notice directly to the Company at the address indicated above.above or enclose the notice along with the paper proxy card (if the stockholder received or requested one) in the postage-paid, return envelope. The shareholderstockholder should identify the Shares improperly classified for voting purposes and provide information as to the date beneficial ownership was acquired. Any notification of improper classification of votes must be made at least three (3) business days prior to the Annual Meeting or the shareholderstockholder will be entitled at the Annual Meeting to the number of votes indicated on the records of the Company.
In certain cases record ownership may change but beneficial ownership for voting purposes does not change. The Restated Certificate of Incorporation of the Company states the exceptions where beneficial ownership is deemed not to have changed upon the transfer of Shares. ShareholdersStockholders should consult the pertinent provision of the Restated Certificate of Incorporation attached asAppendix BA to this Proxy Statement for those exceptions.
By resolution duly adopted by the Board of Directors of the Company pursuant to subparagraph B(v)B of Article Fourth of the Restated Certificate of Incorporation, the following procedures have been adopted for use in determining the number of votes to which a shareholderstockholder is entitled.entitled:
(i) The Company may accept the written and signed statement of a shareholderstockholder to the effect that no change in beneficial ownership has occurred during the four years immediately preceding the date on which a determination is made of the shareholdersstockholders of the Company who are entitled
to vote or take any other action. Such statement may be abbreviated to state only the number of Shares as to which such shareholderstockholder is entitled to exercise five votes or one vote.
(ii) In the event the Vice President, Treasurer of the Company, in his or her sole discretion, taking into account the standards set forth in the Company's Restated Certificate of Incorporation, deems any such statement to be inadequate or for any reason deems it in the best interest of the Company to require further evidence of the absence of change of beneficial ownership during the four-year period preceding the record date, he or she may require such additional evidence and, until it is provided in form and substance satisfactory to him or her, a change in beneficial ownership during such period shall be deemed to have taken place.
(iii) Information supplementing that contemplated by paragraph (i) and additional evidence contemplated by paragraph (ii) may be provided by a shareholderstockholder at any time but must be furnished at least three business days prior to any meeting of shareholdersstockholders at which such Shares are to be voted for any change to be effective at such meeting.
The SEC has adopted rules permitting companies to mail one proxy statement and annual report, or notice of internet availability of proxy materials, as applicable, in one envelope to all stockholders residing at the same address if certain conditions are met. This is called "householding" and can result in significant savings of paper and mailing costs. The Company has not implemented householding with respect to its stockholders of record; however, a number of brokerage firms have instituted householding that may impact certain beneficial owners of Shares held in street name. If members of your household have multiple accounts through which they hold Shares, you may have received a householding notification from your bank, broker or other nominee.
Please contact your bank, broker or other nominee directly if you have any questions or wish to revoke your decision to household or to receive an additional copy of this Proxy Statement, the 2017 Annual Report to Stockholders or the Notice of Internet Availability of Proxy Materials for members of your household.
As of the date of this Proxy Statement, the Board of Directors is not aware of the Company knows of noany other business which will be or is intendedmatters to be presented at the Annual Meeting. Should any further business come beforeIf other matters are properly raised at the Annual Meeting, orthe proxy holders may vote any adjourned meeting, it is the intention of the proxies namedShares represented by proxy in the Proxy to vote according to their best judgment.discretion.
By Order of the Board of DirectorsSteven J. Ford,Secretary
| By Order of the Board of Directors, | ||
/s/ ROBERT M. ROCHE | ||
Robert M. Roche Vice President and Chief Financial Officer |
Dated: March 20, 201519, 2018
CARLISLE COMPANIES INCORPORATEDSubparagraph B of Article Fourth ofINCENTIVE COMPENSATION PROGRAMAs amended and restated effective January 1, 2015
CARLISLE COMPANIES INCORPORATEDINCENTIVE COMPENSATION PROGRAMAs amended and restated effective January 1, 2015the Restated Certificate of Incorporation of Carlisle Companies Incorporated
Table B. (i) Each outstanding share of Contents
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A-i
CARLISLE COMPANIES INCORPORATEDINCENTIVE COMPENSATION PROGRAMAs amended and restated effective January 1, 2015
1. Definitions. Capitalized terms used hereinCommon Stock shall haveentitle the meanings assignedholder thereof to such terms in this Section 1.
"Affiliate" hasfive (5) votes on each matter properly submitted to the meaning given such term under Rule 12b-2stockholders of the General Rules and Regulations underCorporation for their vote, waiver, release or other action; except that no holder of outstanding shares of Common Stock shall be entitled to exercise more than one (1) vote on any such matter in respect of any share of Common Stock with respect to which there has been a change in beneficial ownership during the Exchange Act.four (4) years immediately preceding the date on which a determination is made of the stockholders of the Corporation who are entitled to vote or to take any other action.
"Applicable Laws" means (ii) A change in beneficial ownership of an outstanding share of Common Stock shall be deemed to have occurred whenever a change occurs in any person or persons who, directly or indirectly, through any contract, agreement, arrangement, understanding, relationship or otherwise has or shares any of the requirements relatingfollowing:
(a) Voting power, which includes, without limitation, the power to vote or to direct the voting power of such share of Common Stock.
(b) Investment power, which includes, without limitation, the power to direct the sale or other disposition of such share of Common Stock.
(c) The right to receive or to retain the proceeds of any sale or other disposition of such share of Common Stock.
(d) The right to receive or to retain any distributions, including, without limitation, cash dividends, in respect of such share of Common Stock.
(iii) Without limiting the generality of the foregoing section (ii) of this subparagraph B, the following events or conditions shall be deemed to involve a change in beneficial ownership of a share of Common Stock:
(a) In the absence of proof to the administrationcontrary provided in accordance with the procedures set forth in section (v) of non-equity and equity-based incentive compensation plans under U.S. state laws, U.S. federal and state securities laws,this subparagraph B, a change in beneficial ownership shall be deemed to have occurred whenever an outstanding share of Common Stock is transferred of record into the Code, any stock exchange or quotation system on which the Common Shares are listed or quoted and the applicable lawsname of any other countryperson.
(b) In the case of an outstanding share of Common Stock held of record in the name of a corporation, general partnership, limited partnership, voting trustee, bank, trust company, broker, nominee or jurisdiction where awards are granted under the Plan.
"Appreciation Right" means a right grantedclearing agency, if it has not been established pursuant to Section 6the procedures set forth in section (v) of this Plan.
"Associate"subparagraph B that there has been no change in the meaning given such term under Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
"Base Price" means the price to be used as the basis for determining the Spread uponperson or persons who or that direct the exercise of an Appreciation Right.
"Beneficial Owner" has the meaning givenrights referred to in clauses (ii)(a) through (ii)(d), inclusive, of this subparagraph B with respect to such term under Rule 13d-3outstanding share of Common Stock during the period of four (4) years immediately preceding the date on which a determination is made of the General Rules and Regulationsstockholders of the Corporation entitled to vote or to take any other action (or since May 30, 1986 for any period ending on or before May 30, 1990), then a change in beneficial ownership of such share of Common Stock shall be deemed to have occurred during such period.
(c) In the case of an outstanding share of Common Stock held of record in the name of any person as a trustee, agent, guardian or custodian under the Exchange Act.Uniform Gifts to Minors Act as in effect in any jurisdiction, a change in beneficial ownership shall be deemed to have occurred whenever there is a change in the beneficiary of such trust, the principal of such agent, the ward of such guardian, the minor for whom such custodian is acting or in such trustee, agent, guardian or custodian.
(d) In the case of outstanding shares of Common Stock beneficially owned by a person or group of persons who, after acquiring, directly or indirectly, the beneficial ownership of five percent (5%) of the outstanding shares of Common Stock, fails to notify the Corporation of such ownership within ten (10) days after such acquisition, a change in beneficial ownership of such shares of Common Stock shall be deemed to occur on each day while such failure continues.
(iv) Notwithstanding any other provision in this subparagraph B to the contrary, no change in beneficial ownership of an outstanding share of Common Stock shall be deemed to have occurred solely as a result of:
(a) Any event that occurred prior to May 30, 1986 or pursuant to the terms of any contract (other than a contract for the purchase and sale of shares of Common Stock contemplating prompt settlement), including contracts providing for options, rights of first refusal and similar arrangements, in existence on May 30, 1986 and to which any holder of shares of Common Stock is a party; provided, however, that any exercise by an officer or employee of the Corporation or any subsidiary of the Corporation of an option to purchase Common Stock after May 30, 1986 shall, notwithstanding the foregoing and clause (iv)(f) hereof, be deemed a change in beneficial ownership irrespective of when that option was granted to said officer or employee.
"Board" means (b) Any transfer of any interest in an outstanding share of Common Stock pursuant to a bequest or inheritance, by operation of law upon the death of any individual, or by any other transfer without valuable consideration, including, without limitation, a gift that is made in good faith and not for the purpose of circumventing the provisions of this Article FOURTH.
(c) Any changes in the beneficiary of any trust, or any distribution of an outstanding share of Common Stock from trust, by reason of the birth, death, marriage or divorce of any natural person, the adoption of any natural person prior to age eighteen (18) or the passage of a given period of time or the attainment by any natural person of a specific age, or the creation or termination of any guardianship or custodial arrangement.
(d) Any appointment of a successor trustee, agent, guardian or custodian with respect to an outstanding share of Common Stock if neither such successor has nor its predecessor had the power to vote or to dispose of such share of Common Stock without further instructions from others.
(e) Any change in the person to whom dividends or other distributions in respect of an outstanding share of Common Stock are to be paid pursuant to the issuance or modification of a revocable dividend payment order.
(f) Any issuance of a share of Common Stock by the Corporation or any transfer by the Corporation of a share of Common Stock held in treasury, unless otherwise determined by the Board of Directors at the time of the Company.authorizing such issuance or transfer.
"Change (g) Any giving of a proxy in Control" shall occur in the event: (i) any Person shall become directly or indirectly the Beneficial Ownerconnection with a solicitation of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities for the election of directors or fifty percent (50%) or more of the Company's then outstanding Common Shares or (ii) any Person completes a tender offer pursuant to Regulation 14D promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor provision thereto, which results in such Person becoming the Beneficial Owner of fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities for the election of directors or fifty percent (50%) or more of the Company's then outstanding Common Shares.
"Cause" shall have the meaning ascribed to it in any employment agreement to which a Participant and the Company are parties, and if the Participant and the Company are not parties to an employment agreement in which "cause" is defined, the term "Cause" means (i) intentional gross misconduct by the Participant damaging in a material wayproxies subject to the Company, or (ii) a material breach of the Participant's employment agreement, after the Company has given the Participant notice thereof and a reasonable opportunity to cure.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board or such other committee described in Section 16 of the Plan.
"Common Shares" means the common stock, par value of one dollar ($1.00), of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.
"Company" means Carlisle Companies Incorporated, a Delaware corporation, and any successor thereto.
"Covered Employee" means a Participant who is, or is determined by the Committee to be likely to become, a "covered employee" within the meaningprovisions of Section 162(m)14 of the Code (or any successor provision).
"Date of Grant" means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Units, Performance Shares or Incentive Awards or a grant or sale of Restricted Shares shall become effective.
"Director" means a member of the Board of Directors of the Company.
"Disability" means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. No Participant shall be considered to have a Disability unless he or she furnishes proof of the existence thereof in such form and manner, and at such times, as the Committee may require.
"Effective Date" means January 1, 2015, subject to approval of the Plan by the Company's shareholders at the 2015 annual meeting of the Company's stockholders or any adjournment thereof.
"Evidence of Award" means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee which sets forth the terms and conditions of the Option Rights, Appreciation Rights, Performance Units, Performance Shares, Restricted Shares, Restricted Share Units or Incentive Awards. An Evidence of Award may be in an electronic medium, may be limited to a notation on the books and records of the Company and, with the approval of the Committee, need not be signed by a representative of the Company or a Participant.
"Exchange Act" means the Securities Exchange Act of 1934 and the rules and regulations thereunder promulgated.
(h) Any transfer, whether or not with consideration, among individuals related or formerly related by blood, marriage or adoption ("Relatives") or between a Relative and any Person (as defined in Article SEVENTH) controlled by one or more Relatives where the principal purpose for the transfer is to further the estate tax planning objectives of the transferor or of Relatives of the transferor.
(i) Any appointment of a successor trustee as a result of the death of the predecessor trustee (which predecessor trustee shall have been a natural person).
(j) Any appointment of a successor trustee who or which was specifically named in a trust instrument prior to May 30, 1986.
(k) Any appointment of a successor trustee as a result of the resignation, removal or failure to qualify of a predecessor trustee or as a result of mandatory retirement pursuant to the express terms of a trust instrument; provided, that less than fifty percent (50%) of the trustees administering any single trust will have changed (including in such law, rulespercentage the appointment of the successor trustee) during the four (4)-year period preceding the appointment of such successor trustee.
(v) For purposes of this subparagraph B, all determinations concerning changes in beneficial ownership, or the absence of any such change, shall be made by the Board of Directors of the Corporation or, at any time when the Corporation employs a transfer agent with respect to the shares of Common Stock, at the Corporation's request, by such transfer agent on the Corporation's behalf. Written procedures designed to facilitate such determinations shall be established and regulations may be amended, from time to time.
"Good Reason" shall have the meaning ascribed to it in any employment agreement to which a Participant and the Company are parties, and if the Participant and the Company are not parties to an employment agreement in which "good reason" is defined, the term "Good Reason" means (i) a material diminution in the Participant's duties and responsibilities or authority, or any material adverse change in the Participant's compensation or compensation opportunity, (ii) the assignment to the Participant of any duties or responsibilities which are inconsistent with the Participant's position, (iii) a relocation of the Participant's primary work location by more than thirty (30) miles or (iv) any material breachtime, by the CompanyBoard of any agreement with the Participant.
"Group" means persons and entities that act in concert as described in Section 14(d)(2) of the Exchange Act (other than the Company or any Subsidiary thereof andDirectors. Such procedures shall provide, among other than any profit-sharing, employee stock ownership or any other employee benefit plan of the Company or such Subsidiary, or any trustee of or fiduciary with respect to any such plan when acting in such capacity and other than any executive officer of the Company).
"Incentive Award" shall mean a cash award to a Participant pursuant to Section 8 of this Plan.
"Incentive Stock Options" means Option Rights that are intended to qualify as "incentive stock options" under Section 422 of the Code or any successor provision.
"Management Objectives" means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Units or Performance Shares, Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation Rights and Restricted Shares pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. The Management
Objectives may be made relative to the performance of other corporations. The Management Objectives applicable to any award to a Covered Employee shall be based on specified levels of or growth in one or more of the following criteria: revenues, earnings from operations, earnings before or after interest and taxes, net income, cash flow, earnings per share, debt to capital ratio, economic value added, return on total capital, return on invested capital, return on equity, return on assets, total return to shareholders, earnings before or after interest, depreciation, amortization or extraordinary or special items, return on investment, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, cash flow in excess of cost of capital, operating margin, profit margin, stock price and/or strategic business criteria consisting of one or more objectives based on meeting specified product development, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures. Management Objectives may be stated as a combination of the listed factors. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, orthings, the manner in which it conducts its business, or other events or circumstances (including those events and circumstances described in Section 11 of this Plan) render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the related minimum acceptable levelproof of achievement, in whole or in part, as the Committee deems appropriate and equitable, except in the case of a Covered Employee to the extent that such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.
"Market Value per Share" means, as of any particular date, (i) the closing sale price per Common Share as reported on the New York Stock Exchange, the NASDAQ Global Select Market or such other exchange on which Common Shares are then trading, if any, or if there are no sales on such day, on the next preceding trading day during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value of the Common Shares as determined by the Committee.
"Optionee" means the optionee named in an agreement evidencing an outstanding Option Right.
"Option Price" means the purchase price payable on exercise of an Option Right.
"Option Right" means the right to purchase Common Shares from the Company upon the exercise of an option granted pursuant to Section 4 of this Plan.
"Participant" means any director, officer, employee or consultant of the Company or its Affiliates who is selected by the Committee to receive an award under the Plan.
"Performance Period" means, in respect of a Performance Unit, Performance Share or Incentive Award, a period of time established pursuant to Section 7 or 8 of this Plan within which the Management Objectives relating to such Performance Share, Performance Unit or Incentive Award are to be achieved.
"Performance Share" means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 7 of this Plan.
"Performance Unit" means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 7 of this Plan.
"Person" means and includes any individual, corporation, partnership or other person or entity and any Group and all Affiliates and Associates of any such individual, corporation, partnership, or other person or entity or Group.
"Plan" means this Carlisle Companies Incorporated Incentive Compensation Program, as amended from time to time. Prior to the Effective Date, the Plan was known as the Carlisle Companies Incorporated Executive Incentive Program.
"Restricted Share" means a Common Share granted or sold pursuant to Section 5 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 5 has expired.
"Restricted Share Unit" means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 5.
"Retirement" means retirement after attaining age 65.
"Spread" means the excess of the Market Value per Share on the date when an Appreciation Right is exercised over the Base Price provided for in the Appreciation Right.
"Subsidiary" means a corporation, company or other entity which is designated by the Committee and in which the Company has a direct or indirect ownership or other equity interest,provided,however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, "Subsidiary" means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation.
2. Shares Available Under the Plan.
(a) Subject to adjustment as provided in Sections 2(c) and 11 of this Plan, the number of Common Shares that may be issued or transferred from and after the Effective Date (i) upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted Shares and released from substantial risks of forfeiture thereof, (iii) in payment of Performance Units or Performance Shares that have been earned, (iv) in payment of awards granted under Section 8 of the Plan or (v) in payment of dividend equivalents paid with respect to awards made under the Plan shall not exceed in the aggregate 4,657,139 Common Shares (which amount represents the sum of 2,657,139 (the number of Common Shares available for issuance under the Plan immediately prior to the Effective Date) plus 2,000,000 (the increase in the number of Common Shares available for issuance under the Plan made by this amendment and restatement of the Plan)). Such Common Shares may be shares of original issuance, treasury shares or a combination of the foregoing.
(b) Subject to adjustment as provided in Sections 2(c) and 11 of this Plan, the number of Restricted Shares and Restricted Share Units awarded under Section 5 of this Plan, the number of Performance Shares and Performance Units that may be granted and paid out under Section 7 of this Plan and the number of Common Shares awarded under Section 9 of this Plan shall not exceed, in the aggregate, 1,750,000 (which amount represents the sum of 465,547(the number of Common Shares available for such awards under the Plan immediately prior to the Effective Date) plus 1,284,453 (after the increase in the number of Common Shares available for such awards under the Plan made by this amendment and restatement of the Plan)).
(c) The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments in the number of Common Shares available in Sections 2(a) and (b) above or otherwise specified in the Plan or in any award granted hereunder if the number of Common Shares actually delivered differs from the number of Common Shares previously counted in connection with an award,provided such counting procedures comply with the requirements of this Section 2(c). Common Shares subject to an award (whether granted under the Plan before or after the Effective Date) that is canceled, expired, forfeited, settled in cash or is otherwise terminated without a delivery of Common Shares to the Participant will again be available for awards.
Common Shares withheld in payment of the exercise price or taxes relating to an award (whether granted under the Plan before or the Effective Date) and Common Shares surrendered in payment of any exercise price or taxes relating to an award (whether granted under the Plan before or after the Effective Date) shall be considered Common Shares delivered to the Participant and shall not be available for awards under the Plan. In addition, if the amount payable upon exercise of an Appreciation Right is paid in Common Shares, the total number of Common Shares subject to the Appreciation Right shall be considered Common Shares delivered to the Participant (regardless of the number of Common Shares actually paid to the Participant) and shall not be available for awards under the Plan. This Section 2(c) shall apply to the number of Common Shares reserved and available for Incentive Stock Options only to the extent consistent with applicable Treasury regulations relating to Incentive Stock Options under the Code.
3. Award Limitations. Notwithstanding any other provision of this Plan to the contrary, in no event shall any Participant in any calendar year receive:
(a) an award of Option Rights and Appreciation Rights, in the aggregate, for more than 300,000 Common Shares,
(b) an award of Performance Shares, Restricted Shares or Restricted Share Units specifying Management Objectives covering more than 100,000 Common Shares;
(c) Performance Units having an aggregate maximum value as of their respective Dates of Grant in excess of $1,750,000; or
(d) an Incentive Award of more than $3,500,000.
4. Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights to purchase Common Shares. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:
(a) Each grant shall specify the number of Common Shares to which it pertains, subject to adjustments as provided in Section 11 of this Plan.
(b) Each grant shall specify an Option Price per share, which shall be equal to or greater than the Market Value per Share on the Date of Grant.
(c) Each grant shall specify whether the Option Price shall be payable (i) in cash or by check acceptable to the Company, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee, or (iii) by a combination of such methods of payment.
(d) To the extent permitted by Applicable Laws, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Common Shares to which such exercise relates.
(e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.
(f) Each grant shall specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable.
(g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights.
(h) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing.
(i) No Option Right shall be exercisable more than 10 years from the Date of Grant.
(j) Each grant of Option Rights shall be evidenced by an Evidence of Award which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve.
(k) No Option Right may provide for the payment of dividend equivalents to the Optionee.
5. Restricted Shares and Restricted Share Units. The Committee may also authorize the grant or sale of Restricted Shares or Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:
(a) Each such grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.
(b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than Market Value per Share at the Date of Grant.
(c) Each such grant or sale to Participants who are employees shall provide that the Restricted Shares or Restricted Share Units covered by such grant or sale shall be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period of not less than one year except in the event of the Participant's death, Disability or Retirement or a Change in Control.
(d) Each such grant or sale shall provide that during the period for which such substantial risk of forfeiture is to continue, (i) the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee) and (ii) the Restricted Share Units shall not be transferable.
(e) Any grant of Restricted Shares or Restricted Share Units may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and shall set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives.
(f) Each grant of Restricted Share Units shall specify the time and manner of payment of Restricted Share Units that have become vested. Any grant may specify that the amount payable with respect thereto may be paid by the Company to the Participant in cash, in Common Shares or in any combination thereof, and may either grant to the Participant or retain in the Committee the right to elect among those alternatives.
(g) Any such grant or sale of Restricted Shares or Restricted Share Units may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares or Restricted Share Units, which may be subject to the same restrictions as the underlying award.
(h) Each grant or sale of Restricted Shares or Restricted Share Units shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with the Plan and applicable sections of the Code, as the Committee may approve. Unless otherwise directed by the
Committee, each certificate representing a Restricted Share shall be held in custody by the Company until all restrictions thereon shall have lapsed, together with a stock power executed by the Participant in whose name such certificate is registered, endorsed in blank and covering such Restricted Common Share.
(a) The Committee may authorize the granting to any Participant of Appreciation Rights. An Appreciation Right shall be a right of the Participant to receive from the Company an amount determined by the Committee, which shall be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise.
(b) Each grant of Appreciation Rights may utilize any or all of the authorizations, and shall be subject to all of the requirements, contained in the following provisions:
(i) Any grant may specify that the amount payable on exercise of an Appreciation Right may be paid by the Company in cash, in Common Shares or in any combination thereof and may either grant to the Participant or retain in the Committee the right to elect among those alternatives.
(ii) Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Committee at the Date of Grant.
(iii) Any grant may specify waiting periods before exercise and permissible exercise dates or periods.
(iv) Each grant of an Appreciation Right shall be evidenced by an Evidence of Award, which shall describe such Appreciation Right, state that such Appreciation Right is subject to all the terms and conditions of this Plan, and contain such other terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve.
(v) No Appreciation Right may provide for the payment of dividend equivalents to the Participant.
(vi) Each grant shall specify a Base Price, which shall be equal to or greater than the Market Value per Share on the Date of Grant.
(vii) Successive grants may be made to the same Participant regardless of whether any Appreciation Rights previously granted to the Participant remain unexercised.
(viii) No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.
7. Performance Units and Performance Shares. The Committee may also authorize the granting to Participants of Performance Units or Performance Shares that will become payable (or payable early) to a Participant upon achievement of specified Management Objectives. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:
(a) Each grant shall specify the number of Performance Units or Performance Shares to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors;provided,however, that no such adjustment shall be made in the case of a Covered Employee where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.
(b) The Performance Period with respect to each Performance Unit or Performance Share shall be such period of time (not less than one year, except in the event of a Change in Control) commencing with the Date of Grant as shall be determined by the Committee at the time of grant.
(c) Any grant of Performance Units or Performance Shares shall specify Management Objectives which, if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level of achievement and shall set forth a formula for determining the number of Performance Units or Performance Sharesfacts that will be earned if performance is at or aboveaccepted and the minimum level, but falls short of full achievement of the specified Management Objectives. The grant of Performance Units or Performance Shares shall specify that, before the Performance Shares or Performance Units shall be earned and paid, the Committee must determine that the Management Objectives have been satisfied.
(d) Each grant shall specify the time and manner of payment of Performance Units or Performance Shares that have been earned. Any grant may specify that the amount payablefrequency with respect thereto may be paid by the Company to the Participant in cash, in Common Shares or in any combination thereof, and may either grant to the Participant or retain in the Committee the right to elect among those alternatives.
(e) Any grant of Performance Units or Performance Shares may specify that the amount payable or the number of Common Shares issued with respect thereto may not exceed maximums specified by the Committee at the Date of Grant.
(f) Each grant of Performance Units or Performance Shares shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve.
(g) The Committee may, at or after the Date of Grant of Performance Units or Performance Shares, provide for the payment of contingent dividends or dividend equivalents to the holder thereof either in cash or in additional Common Shares, provided such dividends or dividend equivalents shall be paid to the Participant only if the Performance Units or Performance Shares with respect to which such dividends or dividend equivalents are payable are earned by the Participant.
8. Incentive Awards. The Committeeproof may authorize the granting to Participants of Incentive Awards that will become payable to a Participant upon achievement of specified Management Objectives. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:
(a) The Performance Period with respect to each Incentive Award shall be such period of time commencing with the Date of Grant as shall be determined by the Committee at the time of grant.
(b) Any grant of an Incentive Award shall specify Management Objectives which, if achieved, will result in payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level of achievement and shall set forth a formula for determining the amount of the Incentive Award that will be earned if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. The grant of an Incentive Award shall specify that, before the Incentive Award shall be earned and paid, the Committee must determine that the Management Objectives have been satisfied.
(c) Each grant shall specify the time and manner of payment of the Incentive Award that has been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company to the Participant in cash, in Common Shares or in any combination thereof, and may either grant to the Participant or retain in the Committee the right to elect among those alternatives.
(d) Any grant of an Incentive Award may specify that the amount payable or the number of Common Shares issued with respect thereto may not exceed maximums specified by the Committee at the Date of Grant.
(a) The Committee is authorized, subject to limitations under applicable law, to grant to any Participant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of Common Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of Common Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of, the Company. The Committee shall determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 9 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Common Shares, other awards, notes or other property, as the Committee shall determine.
(b) Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 9 of the Plan.
(c) The Committee is authorized to grant Common Shares as a bonus, or to grant Common Shares or other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Committee.
(a) Except as otherwise determined by the Committee, no Option Right, Appreciation Right or other derivative security granted under the Plan shall be transferable by a Participant other than by will or the laws of descent and distribution. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights shall be exercisable during the Optionee's lifetime only by him or her or by his or her guardian or legal representative.
(b) The Committee may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights or upon payment under any grant of Performance Units or Performance Shares or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 5 of this Plan shall be subject to further restrictions on transfer.
11. Adjustments. The Committee shall make or provide for such adjustments in the numbers of Common Shares covered by share-based awards outstanding hereunder, in the Option Price and Base Price provided in outstanding Option Rights or Appreciation Rights, and in the kind of shares covered thereby, as the Committee, in its sole discretion, exercised in good faith, shall determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets (including, without limitation, a special or large non-recurring dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing (a "Corporate Transaction"). Notwithstanding the foregoing, to the extent that a Corporate Transaction involves a nonreciprocal transaction between the Company and its shareholders that causes the per-share value of the Common Shares underlying outstanding awards under this Plan
to change, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend (an "Equity Restructuring"), the Committee shall be required to make or provide for such adjustments set forth in the preceding sentence that, in its sole discretion, are requiredbe renewed. The Corporation and any transfer agent shall be entitled to equalize the valuerely on any and all information concerning beneficial ownership of the outstanding awards under this Plan beforeshares of Common Stock coming to their attention from any source and afterin any manner reasonably deemed by them to be reliable, but neither the Equity Restructuring.Corporation nor any transfer agent shall be charged with any other knowledge concerning the beneficial ownership of outstanding shares of Common Stock.
(vi) In the event of any Corporate Transaction, the Committee, in its discretion, may provide in substitution for anystock split or all outstanding awards under this Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced. The Committee may also make or provide for such adjustments in the numbers of shares specified in Section 2 of this Plan as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 11;provided,however, that any such adjustment to an Option intended to qualified as an Incentive Stock Option shall be made only if and to the extent such adjustment would not cause such Option to fail to so qualify. Notwithstanding the foregoing, no adjustment shall be required pursuant to this Section 11 if such action would cause an award to fail to satisfy the conditions of any applicable exception from the requirements of Section 409A of the Code or otherwise could subject a Participant to the additional tax imposed under Section 409A of the Code with respect to an outstanding award.
12. Share Certificates. All certificates for Common Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Evidence of Award or the rules, regulations and other requirements of the Securities and Exchange Commission, the New York Stock Exchange or any other stock exchange or quotation system upon which such Common Shares or other securities are then listed or reported and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use of book-entry.
13. Fractional Shares. The Company shall not be required to issue any fractional Common Shares pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.
14. Withholding Taxes. The Company shall have the right to deduct from any payment under this Plan an amount equal to the federal, state, local, foreign and other taxes which in the opinion of the Company are required to be withheld by it with respect to such payment and to the extent that the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. At the discretion of the Committee, such arrangements may include relinquishment of a portion of such benefit. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates, except that, in the discretion of the Committee, a Participant or such other person may surrender Common Shares owned for more than 6 months to satisfy any tax obligations resulting from any such transaction.
15. Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Corporate Secretary or other appropriate officer of the Company may certify
any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, shall include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.
16. Administration of the Plan.
(a) This Plan shall be administered by the Compensation Committee of the Board (or a subcommittee thereof), which Committee shall consist of not less than two Directors appointed by the Board each of whom shall be a "non-employee director" as defined in Rule 16b-3 of the Exchange Act and an "outside director" as defined in the regulations under Section 162(m) of the Code. A majority of the Committee shall constitute a quorum, and the action of the members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the Committee. The Board may perform any function of the Committee hereunder, in which case the term "Committee" shall refer to the Board.
(b) The interpretation and construction by the Committee of any provision of this Plan or of any agreement, notification or document evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares, Performance Units, Performance Shares, Incentive Award or any awards granted under Section 9 of this Plan and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document shall be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith.
(c) No member of the Board, the Committee or any employee of the Company or a Subsidiary (each such person, an "Indemnified Person") shall be liable for any action taken or omitted to be taken or any determination made in good faithdividend with respect to the Plan or any award hereunder. Each Indemnified Person shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Indemnified Person in connection with or resulting from any action, suit or proceeding to which such Indemnified Person may be a party or in which such Indemnified Person may be involvedoutstanding shares of Common Stock, each share of Common Stock acquired by reason of any action takensuch split or omitted to be taken under the Plan or any Evidence of Award and (b) any and all amounts paid by such Indemnified Person, with the Company's approval, in settlement thereof, or paid by such Indemnified Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnified Person,provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding, and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company's choice. The foregoing right of indemnification shall not be available to an Indemnified Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Indemnified Person giving rise to the indemnification claim resulted from such Indemnified Person's bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company's Certificate of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Indemnified Persons may be entitled under the Company's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnified Persons or hold them harmless.
17. Amendments and Other Matters.
(a) The Board may at any time and from time to time amend the Plan in whole or in part;provided,however, that any amendment which must be approved by the shareholders of the Company in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares are traded or quoted, shall not be effective unless and until such
approval has been obtained. Presentation of this Plan or any amendment thereof for shareholder approval shall not be construed to limit the Company's authority to offer similar or dissimilar benefits under other plans or otherwise with or without shareholder approval. Without limiting the generality of the foregoing, the Board may amend this Plan to eliminate provisions that are no longer necessary as a result in changes in tax or securities laws or regulations, or in the interpretation thereof.
(b) The Committee shall not, without the further approval of the shareholders of the Company, authorize the amendment of any outstanding (i) Option Right to reduce the Option Price or (ii) Appreciation Right to reduce the Base Price. Furthermore, no Option Right whose Option Price is greater than the Market Value per Share and no Appreciation Right whose Base Price is greater than the Market Value per Share may be repurchased by the Company nor shall the Company cancel and replace any Option Rights or Appreciation Rights with awards having a lower Option Price or Base Value (as applicable) without further approval of the shareholders of the Company. This Section 17(b) is intended to prohibit the repurchase or repricing of "underwater" Option Rights and Appreciation Rights and shall not be construed to prohibit the adjustments provided for in Section 11 of this Plan.
(c) The Committee may condition the grant of any award or combination of awards authorized under this Plan on the deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.
(d) In case of termination of employment by reason of death, Disability or Retirement, or in the case of hardship or other special circumstances, of a Participant who holds an Appreciation Right not immediately exercisable in full, or any Restricted Shares or Restricted Share Units as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Performance Units or Performance Shares which have not been fully earned, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 5 of this Plan, the Committee may, in its sole discretion, accelerate the time at which such Appreciation Right may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time at which such Performance Units or Performance Shares will be deemed to have been fully earned or the time when such transfer restriction will terminate. In addition, the Committee may waive any other limitation or requirement under any award described in the preceding sentence, except in the case of a Covered Employee where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee shall not make any modification of the Management Objectives or minimum acceptable level of achievement. In the event that a Participant who holds an Option Right terminates employment by reason of death, Disability or Retirement, such Option Right shall become immediately exercisable in full and shall remain exercisable until the earlier of one year following such termination of employment or the tenth anniversary of the Date of Grant of such Option Right. In the event that a Participant who holds an Option Right terminates employment other than by reason of death, Disability or Retirement, such Option Right shall terminate to the extent not then vested and, to the extent vested immediately prior to such termination of employment shall remain exercisable until the earlier of 90 days following such termination of employment or the tenth anniversary of the Date of Grant of such Option Right. In addition, the Committee may, in its sole discretion, modify any Option Right or Appreciation Right to extend the period following termination of a Participant's employment to the Company or any Subsidiary during which such award will remain outstanding and be exercisable, provided that no such extension shall result in any award being exercisable more than ten years after the Date of Grant.
(e) In the event a Participant's employment with the Company is terminated by the Company without Cause or by the Participant with Good Reason, in either case within two years after a Change in Control of the Company, each unexpired Option Right and Appreciation Right held by the Participant shall become exercisable in full, all restrictions on Restricted Shares held by the Participant shall lapse and all Management Objectives of all Performance Shares, Performance Units and other
awards held by the Participantdividend shall be deemed to have been fully earned atbeneficially owned by the maximum performance level.
(f) This Plan shall not confer upon any Participant any rightsame person from the same date as that on which beneficial ownership of the outstanding share or shares of Common Stock, with respect to continuancewhich such share of employment with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant's employmentCommon Stock was distributed, was acquired.
(vii) Each outstanding share of Common Stock, whether at any time.
(g) Toparticular time the extent that any provision of this Plan would prevent any Option Right that was intendedholder thereof is entitled to qualify as an Incentive Stock Option from qualifying as such, that provisionexercise five (5) votes or one (1) vote, shall be null and void with respectidentical to such Option Right. Such provision, however, shall remain in effect forall other Option Rights and there shall be no further effect on any provision of this Plan.
(h) Subject to Section 21, this Plan shall continue in effect until the date on which all Common Shares available for issuance or transfer under this Plan have been issued or transferred and the Company has no further obligation hereunder.
(i) Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have only a contractual right to an award or the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.
(j) This Plan and each Evidence of Award shall be governed by the laws of the State of North Carolina, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.
(k) If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect.
(l) In the event that any Participant's service with the Company and its Subsidiaries terminates in connection with a determination by the Committee that any conduct of the Participant constitutes Grounds for Forfeiture, all rights of such Participant under the Plan (including rights with respect to outstanding awards) will terminate. As used herein, the term "Grounds for Forfeiture" shall mean any of the following conduct of any Participant: (i) using for profit or disclosing confidential information or trade secrets of the Company and its Subsidiaries to unauthorized persons, (ii) breaching any contract with or violating any legal obligation to the Company and its Subsidiaries, (iii) failing to make himself or herself available to consult with, supply information to, or otherwise cooperate with the Company and its Subsidiaries at reasonable times and upon a reasonable basis, (iv) while employed by the Company or its Subsidiaries, engaging, directly or indirectly, as an officer, employee, or consultant, or otherwise having, directly or indirectly, ownership or interest in any business that is competitive with the manufacture, sale or distribution of products and services of the type in which the Company and its Subsidiaries are engaged or which may be developed or be in the process of development by the Company and its Subsidiaries during the Participant's employment;provided,however, that the Participant may own beneficially or maintain voting power of the shares of common stock of companies listed on national securities exchanges or publicly traded that do not exceed five percent (5%) ofCommon Stock in all respects, and together the outstanding shares of such companiesCommon Stock shall constitute a single class of shares of the Corporation.
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or (v) engagingmeeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. CARLISLE COMPANIES INCORPORATED 16430 NORTH SCOTTSDALE ROAD, SUITE 400 SCOTTSDALE, AZ 85254 ATTN: ROBERT M. ROCHE ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E40885-P03758 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. CARLISLE COMPANIES INCORPORATED The Board of Directors recommends you vote FOR the following proposals: 1. To elect the three directors nominated by the Board of Directors. Nominees: For ! ! ! Against ! ! ! Abstain ! ! ! 1a. James D. Frias 1b. Corrine D. Ricard 1c. Lawrence A. Sala For Against Abstain ! ! ! ! ! ! 2. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2018. 3. To approve, on an advisory basis, the Company's named executive officer compensation in fiscal 2017. 4. To transact any other activity which would have constituted grounds for his business properly brought before the meeting. For address changes and/or her discharge for Causecomments, please check this box and write them on the back where indicated. ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by the Company and its Subsidiaries.authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
18. Recoupment of Awards. The Committee may require in any Evidence of Award that any current or former Participant reimburse the Company for all or any portion of any award, terminate
any outstanding, unexercised, unexpired or unpaid award, rescind any exercise, payment or delivery pursuant to an award or recapture any Common Shares (whether restricted or unrestricted) or proceeds from the Participant's sale of Common Shares issued pursuant to an award to the extent required by any recoupment or clawback policy adopted by the Committee in its discretion or to comply with the requirements of any Applicable Laws.
19. Compliance with Code Section 409A. The Plan is intended to comply with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered consistent with this intent. For each award intended to comply with the short-term deferral exception provided for under Section 409A of the Code, the related Evidence of Award shall provide that such award shall be paid out by the later of (a) the 15th day of the third month following the Participant's first taxable year in which the award is no longer subject to a substantial risk of forfeiture or (b) the 15th day of the third month following the end of the Company's first taxable year in which the award is no longer subject to a substantial risk of forfeiture. To the extent that the Committee determines that a Participant would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Code as a result of any provision of any award, to the extent permitted by Section 409A of the Code, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The Committee shall determine the nature and scope of such amendment. To the extent required by Section 409A of the Code, any payment under the Plan made in connection with the separation from service of a "specified employee" (within the meaning of Section 409A of the Code) of an award that is deferred compensation that is subject to Section 409A of the Code shall not be made earlier than six (6) months after the date of such separation from service.
20. Section 162(m). It is the intention of the Company that all awards made under the Plan that are subject to the award limitations specified in Section 3 be excluded from the deduction limitations contained in Section 162(m) of the Code. Therefore, if any Plan provision is found not to be in compliance with the "performance-based" compensation exception contained in Section 162(m) of the Code, that provision shall be deemed amended so that the Plan does so comply to the extent permitted by law and deemed advisable by the Committee, and in all events the plan shall be construed in favor of its meeting the "performance-based" compensation exception contained in Section 162(m) of the Code.
21. Termination. No grant shall be made under this Plan after December 31, 2024, but all grants made on or prior to such date shall continue in effect thereafter subject to the terms thereof and of this Plan.
22. Severability. If any provision of the Plan or any award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or award, or would disqualify the Plan or any award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the award, such provision shall be construed or deemed stricken as to such jurisdiction, person or award and the remainder of the Plan and any such award shall remain in full force and effect.
23. Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.
24. Applicable Laws. The obligations of the Company with respect to awards under the Plan shall be subject to all Applicable Laws and such approvals by any governmental agencies as the Committee determines may be required.
25. Effect of Restatement. This instrument amends and restates the Plan effective as of the Effective Date. Nothing in this instrument shall in any way change, alter or affect the terms of any award made under the Plan prior to the approval of the Plan by the Company's shareholders at the 2015 annual meeting of the Company's stockholders or the time or amount of any Plan benefit or payment due with respect to awards made under the Plan prior to such date.
Subparagraph B of Article FOURTH of the Restated Certificateof Incorporation of Carlisle Companies Incorporated
(I) EACH OUTSTANDING SHARE OF COMMON STOCK SHALL ENTITLE THE HOLDER THEREOF TO FIVE (5) VOTES ON EACH MATTER PROPERLY SUBMITTED TO THE SHAREHOLDERS OF THE CORPORATION FOR THEIR VOTE, WAIVER, RELEASE OR OTHER ACTION: EXCEPT THAT NO HOLDER OF OUTSTANDING SHARES OF COMMON STOCK SHALL BE ENTITLED TO EXERCISE MORE THAN ONE (1) VOTE ON ANY SUCH MATTER IN RESPECT OF ANY SHARE OF COMMON STOCK WITH RESPECT TO WHICH THERE HAS BEEN A CHANGE IN BENEFICIAL OWNERSHIP DURING THE FOUR (4) YEARS IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE OF THE SHAREHOLDERS OF THE CORPORATION WHO ARE ENTITLED TO VOTE OR TO TAKE ANY OTHER ACTION.
(II) A CHANGE IN BENEFICIAL OWNERSHIP OF ANY OUTSTANDING SHARE OF COMMON STOCK SHALL BE DEEMED TO HAVE OCCURRED WHENEVER A CHANGE OCCURS IN ANY PERSON OR PERSONS WHO, DIRECTLY OR INDIRECTLY, THROUGH ANY CONTRACT, AGREEMENT, ARRANGEMENT, UNDERSTANDING, RELATIONSHIP OR OTHERWISE HAS OR SHARES ANY OF THE FOLLOWING:
(A) VOTING POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO VOTE OR TO DIRECT THE VOTING POWER OF SUCH SHARE OF COMMON STOCK.
(B) INVESTMENT POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO DIRECT THE SALE OR OTHER DISPOSITION OF SUCH SHARE OF COMMON STOCK.
(C) THE RIGHT TO RECEIVE OR TO RETAIN THE PROCEEDS OF ANY SALE OR OTHER DISPOSITION OF SUCH SHARE OF COMMON STOCK.
(D) THE RIGHT TO RECEIVE OR TO RETAIN ANY DISTRIBUTIONS, INCLUDING, WITHOUT LIMITATION, CASH DIVIDENDS, IN RESPECT OF SUCH SHARE OF COMMON STOCK.
(III) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SECTION (II) OF THIS SUBPARAGRAPH B, THE FOLLOWING EVENTS OR CONDITIONS SHALL BE DEEMED TO INVOLVE A CHANGE IN BENEFICIAL OWNERSHIP OF A SHARE OF COMMON STOCK.
(A) IN THE ABSENCE OF PROOF TO THE CONTRARY PROVIDED IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN SECTION (V) OF THIS SUBPARAGRAPH B, A CHANGE IN BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER AN OUTSTANDING SHARE OF COMMON STOCK IS TRANSFERRED OF RECORD INTO THE NAME OF ANY OTHER PERSON.
(B) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD IN THE NAME OF A CORPORATION, GENERAL PARTNERSHIP, LIMITED PARTNERSHIP, VOTING TRUSTEE, BANK, TRUST COMPANY, BROKER, NOMINEE OR CLEARING AGENCY, IF IT HAS NOT BEEN ESTABLISHED PURSUANT TO THE PROCEDURES SET FORTH IN SECTION (V) OF THIS SUBPARAGRAPH B THAT THERE HAS BEEN NO CHANGE IN THE PERSON OR PERSONS WHO OR THAT DIRECT THE EXERCISE OF THE RIGHTS REFERRED TO IN CLAUSES (II) (A) THROUGH (II) (D), INCLUSIVE, OF THIS SUBPARAGRAPH B WITH RESPECT TO SUCH OUTSTANDING SHARE OF COMMON STOCK DURING THE PERIOD OF FOUR (4) YEARS IMMEDIATELY PRECEDING THE DATE ON WHICH A DETERMINATION IS MADE OF THE SHAREHOLDERS OF THE CORPORATION ENTITLED TO VOTE OR TO TAKE
ANY OTHER ACTION (OR SINCE MAY 30, 1986 FOR ANY PERIOD ENDING ON OR BEFORE MAY 30, 1990), THEN A CHANGE IN BENEFICIAL OWNERSHIP OF SUCH SHARE OF COMMON STOCK SHALL BE DEEMED TO HAVE OCCURRED DURING SUCH PERIOD.
(C) IN THE CASE OF AN OUTSTANDING SHARE OF COMMON STOCK HELD OF RECORD IN THE NAME OF ANY PERSON AS A TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN UNDER THE UNIFORM GIFTS TO MINORS ACT AS IN EFFECT IN ANY JURISDICTION, A CHANGE IN BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE OCCURRED WHENEVER THERE IS A CHANGE IN THE BENEFICIARY OF SUCH TRUST, THE PRINCIPAL OF SUCH AGENT, THE WARD OF SUCH GUARDIAN, THE MINOR FOR WHOM SUCH CUSTODIAN IS ACTING OR IN SUCH TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN.
(D) IN THE CASE OF OUTSTANDING SHARES OF COMMON STOCK BENEFICIALLY OWNED BY A PERSON OR GROUP OF PERSONS WHO, AFTER ACQUIRING, DIRECTLY OR INDIRECTLY, THE BENEFICIAL OWNERSHIP OF FIVE PERCENT (5%) OF THE OUTSTANDING SHARES OF COMMON STOCK, FAILS TO NOTIFY THE CORPORATION OF SUCH OWNERSHIP WITHIN TEN (10) DAYS AFTER SUCH ACQUISITION, A CHANGE IN BENEFICIAL OWNERSHIP OF SUCH SHARES OF COMMON STOCK SHALL BE DEEMED TO OCCUR ON EACH DAY WHILE SUCH FAILURE CONTINUES.
(IV) NOTWITHSTANDING ANY OTHER PROVISION IN THIS SUBPARAGRAPH B TO THE CONTRARY, NO CHANGE IN BENEFICIAL OWNERSHIP OF AN OUTSTANDING SHARE OF COMMON STOCK SHALL BE DEEMED TO HAVE OCCURRED SOLELY AS A RESULT OF:
�� (A) ANY EVENT THAT OCCURRED PRIOR TO MAY 30, 1986 OR PURSUANT TO THE TERMS OF ANY CONTRACT (OTHER THAN A CONTRACT FOR THE PURCHASE AND SALE OF SHARES OF COMMON STOCK CONTEMPLATING PROMPT SETTLEMENT), INCLUDING CONTRACTS PROVIDING FOR OPTIONS, RIGHTS OF FIRST REFUSAL, AND SIMILAR ARRANGEMENTS, IN EXISTENCE ON MAY 30, 1986 AND TO WHICH ANY HOLDER OF SHARES OF COMMON STOCK IS A PARTY; PROVIDED, HOWEVER, THAT ANY EXERCISE BY AN OFFICER OR EMPLOYEE OF THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION OF AN OPTION TO PURCHASE COMMON STOCK AFTER MAY 30, 1986 SHALL, NOTWITHSTANDING THE FOREGOING AND CLAUSE (IV) (F) HEREOF, BE DEEMED A CHANGE IN BENEFICIAL OWNERSHIP IRRESPECTIVE OF WHEN THAT OPTION WAS GRANTED TO SAID OFFICER OR EMPLOYEE.
(B) ANY TRANSFER OF ANY INTEREST IN AN OUTSTANDING SHARE OF COMMON STOCK PURSUANT TO A BEQUEST OR INHERITANCE, BY OPERATION OF LAW UPON THE DEATH OF ANY INDIVIDUAL, OR BY ANY OTHER TRANSFER WITHOUT VALUABLE CONSIDERATION, INCLUDING, WITHOUT LIMITATION, A GIFT THAT IS MADE IN GOOD FAITH AND NOT FOR THE PURPOSE OF CIRCUMVENTING THE PROVISION OF THIS ARTICLE FOURTH.
(C) ANY CHANGES IN THE BENEFICIARY OF ANY TRUST, OR ANY DISTRIBUTION OF AN OUTSTANDING SHARE OF COMMON STOCK FROM TRUST, BY REASON OF THE BIRTH, DEATH, MARRIAGE OR DIVORCE OF ANY NATURAL PERSON, THE ADOPTION OF ANY NATURAL PERSON PRIOR TO AGE EIGHTEEN (18) OR THE PASSAGE OF A GIVEN PERIOD OF TIME OR THE ATTAINMENT BY ANY
NATURAL PERSON OF A SPECIFIC AGE, OR THE CREATION OR TERMINATION OF ANY GUARDIANSHIP OR CUSTODIAL ARRANGEMENT.
(D) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE, AGENT, GUARDIAN OR CUSTODIAN WITH RESPECT TO AN OUTSTANDING SHARE OF COMMON STOCK IF NEITHER SUCH SUCCESSOR HAS NOR ITS PREDECESSOR HAD THE POWER TO VOTE OR TO DISPOSE OF SUCH SHARE OF COMMON STOCK WITHOUT FURTHER INSTRUCTIONS FROM OTHERS.
(E) ANY CHANGE IN THE PERSON TO WHOM DIVIDENDS OR OTHER DISTRIBUTIONS IN RESPECT OF AN OUTSTANDING SHARE OF COMMON STOCK ARE TO BE PAID PURSUANT TO THE ISSUANCE OR MODIFICATION OF A REVOCABLE DIVIDEND PAYMENT ORDER.
(F) ANY ISSUANCE OF A SHARE OF COMMON STOCK BY THE CORPORATION OR ANY TRANSFER BY THE CORPORATION OF A SHARE OF COMMON STOCK HELD IN TREASURY, UNLESS OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS AT THE TIME OF AUTHORIZING SUCH ISSUANCE OR TRANSFER.
(G) ANY GIVING OF A PROXY IN CONNECTION WITH A SOLICITATION OF PROXIES SUBJECT TO THE PROVISIONS OF SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE RULES AND REGULATIONS THEREUNDER PROMULGATED.
(H) ANY TRANSFER, WHETHER OR NOT WITH CONSIDERATION, AMONG INDIVIDUALS RELATED OR FORMERLY RELATED BY BLOOD, MARRIAGE OR ADOPTION ("RELATIVES") OR BETWEEN A RELATIVE AND ANY PERSON (AS DEFINED IN ARTICLE SEVENTH) CONTROLLED BY ONE OR MORE RELATIVES WHERE THE PRINCIPAL PURPOSE FOR THE TRANSFER IS TO FURTHER THE ESTATE TAX PLANNING OBJECTIVES OF THE TRANSFEROR OR OF RELATIVES OF THE TRANSFEROR.
(I) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE DEATH OF THE PREDECESSOR TRUSTEE (WHICH PREDECESSOR TRUSTEE SHALL HAVE BEEN A NATURAL PERSON).
(J) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE WHO OR WHICH WAS SPECIFICALLY NAMED IN A TRUST INSTRUMENT PRIOR TO MAY 30, 1986.
(K) ANY APPOINTMENT OF A SUCCESSOR TRUSTEE AS A RESULT OF THE RESIGNATION, REMOVAL OR FAILURE TO QUALIFY OF A PREDECESSOR TRUSTEE OR AS A RESULT OF MANDATORY RETIREMENT PURSUANT TO THE EXPRESS TERMS OF A TRUST INSTRUMENT: PROVIDED, THAT LESS THAN FIFTY PERCENT (50%) OF THE TRUSTEES ADMINISTERING ANY SINGLE TRUST WILL HAVE CHANGED (INCLUDING IN SUCH PERCENTAGE THE APPOINTMENT OF THE SUCCESSOR TRUSTEE) DURING THE FOUR (4) YEAR PERIOD PRECEDING THE APPOINTMENT OF SUCH SUCCESSOR TRUSTEE.
(V) FOR PURPOSES OF THIS SUBPARAGRAPH B, ALL DETERMINATIONS CONCERNING CHANGE IN BENEFICIAL OWNERSHIP, OR THE ABSENCE OF ANY SUCH CHANGE, SHALL BE MADE BY THE BOARD OF DIRECTORS OF THE CORPORATION OR, AT ANY TIME WHEN THE CORPORATION EMPLOYS A TRANSFER AGENT WITH RESPECT TO THE SHARES OF COMMON STOCK, AT THE CORPORATION'S REQUEST, BY SUCH TRANSFER AGENT ON THE CORPORATION'S BEHALF. WRITTEN PROCEDURES DESIGNED TO FACILITATE SUCH DETERMINATION SHALL BE ESTABLISHED AND MAY
BE AMENDED FROM TIME TO TIME, BY THE BOARD OF DIRECTORS. SUCH PROCEDURES SHALL PROVIDE, AMONG OTHER THINGS, THE MANNER OF PROOF OF FACTS THAT WILL BE ACCEPTED AND THE FREQUENCY WITH WHICH SUCH PROOF MAY BE REQUIRED TO BE RENEWED. THE CORPORATION AND ANY TRANSFER AGENT SHALL BE ENTITLED TO RELY ON ANY AND ALL INFORMATION CONCERNING BENEFICIAL OWNERSHIP OF THE OUTSTANDING SHARES OF COMMON STOCK COMING TO THEIR ATTENTION FROM ANY SOURCE AND IN ANY MANNER REASONABLY DEEMED BY THEM TO BE RELIABLE, BUT NEITHER THE CORPORATION NOR ANY TRANSFER AGENT SHALL BE CHARGED WITH ANY OTHER KNOWLEDGE CONCERNING THE BENEFICIAL OWNERSHIP OF OUTSTANDING SHARES OF COMMON STOCK.
(VI) IN THE EVENT OF ANY STOCK SPLIT OR STOCK DIVIDEND WITH RESPECT TO THE OUTSTANDING SHARES OF COMMON STOCK, EACH SHARE OF COMMON STOCK ACQUIRED BY REASON OF SUCH SPLIT OR DIVIDEND SHALL BE DEEMED TO HAVE BEEN BENEFICIALLY OWNED BY THE SAME PERSON FROM THE SAME DATE AS THAT ON WHICH BENEFICIAL OWNERSHIP OF THE OUTSTANDING SHARE OR SHARES OF COMMON STOCK, WITH RESPECT TO WHICH SUCH SHARE OF COMMON STOCK WAS DISTRIBUTED, WAS ACQUIRED.
(VII) EACH OUTSTANDING SHARE OF COMMON STOCK, WHETHER AT ANY PARTICULAR TIME THE HOLDER THEREOF IS ENTITLED TO EXERCISE FIVE (5) VOTES OR ONE (1) VOTE, SHALL BE IDENTICAL TO ALL OTHER SHARES OF COMMON STOCK IN ALL RESPECTS, AND TOGETHER THE OUTSTANDING SHARES OF COMMON STOCK SHALL CONSTITUTE A SINGLE CLASS OF SHARES OF THE CORPORATION.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of 2018 Annual Meeting of Shareholders, Proxy Statement, 2017 Annual Report and Form 10-K are available at www.proxyvote.com. E40886-P03758 CARLISLE COMPANIES INCORPORATED Annual Meeting of Shareholders May 2, 2018 8:00 AM EDT This proxy is solicited by the Board of Directors David A. Roberts and Robert M. Roche, or either of them, each with the power of substitution and revocation, are hereby authorized to represent the undersigned, with all powers which the undersigned would possess if personally present, to vote the common shares of the undersigned at the annual meeting of shareholders of Carlisle Companies Incorporated to be held at Accella Performance Materials, 100 Enterprise Drive, Cartersville, GA 30120, on Wednesday, May 2, 2018 at 8:00 AM EDT, and at any postponements or adjournments of that meeting, as indicated on the reverse side, and in their discretion upon any other business that may properly come before the meeting. Shares represented by this proxy will be voted as directed herein by the shareholder. If no such directions are indicated, this proxy will be voted "FOR" all the nominees listed in Proposal 1, "FOR" Proposal 2 and "FOR" Proposal 3. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side Address Changes/Comments: |
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