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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 | |||
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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) | ||||
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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 20162018 Annual Meeting of ShareholdersStockholders (the "Annual Meeting") of Carlisle Companies Incorporated (the "Company") will be held at the principal executive offices of the Company, 11605 North Community House Road, Suite 600, Charlotte, North Carolina 28277,8:00 a.m., Eastern Time, on Wednesday, May 18, 2016,2, 2018 at 8:00 am 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 23, 20167, 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 2016 Annual Meeting of Shareholders.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2016 ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD ON MAY 18, 2016:
The proxy materials relating to the 2016 Annual Meeting, including the form of proxy card, the 2015 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 31, 201619, 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 20162018 Annual Meeting of Shareholders toStockholders (the "Annual Meeting"). The Annual Meeting will be held at the principal executive offices of the Company, 11605 North Community House Road, Suite 600, Charlotte, North Carolina 28277,8:00 a.m., Eastern Time, on Wednesday, May 18, 2016,2, 2018 at 8:00 am 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 31, 2016. Thisa printed copy of the proxy materials (including this Proxy Statement and the form of proxy card relatingproxy), as applicable, was sent to the 2016 Annual Meeting are also first being made available to shareholders on or aboutstockholders beginning March 31, 2016.19, 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 43.50.
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 2015 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 proposal to ratify the appointment of the independent registered public accounting firm is considered a "discretionary" proposal. This means that brokerage firms may vote in their discretion on the proposal on behalf of clients who have not furnished express voting instructions. The proposal to elect the three directors nominated by the Board and the advisory vote to approve the Company's executive compensation 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 2016 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 2016 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 17, 2016. You may obtain directions to the 2016 Annual Meeting in order to vote in person by visiting the Company's website at www.carlisle.com/2016proxymaterials.
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 17, 2016, 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, each director must receive a majority of the votes cast with respect to that director. For this purpose, a "majority of the votes cast" means the number of votes cast "for" a nominee exceeds the number of votes cast "against" the nominee. If an incumbent director does not receive a majority of the votes cast, the director must promptly tender his or her resignation to the Board for consideration.
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 2016 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.
Other Business. For any other matters, 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 item at the annual meeting will be required for approval.
With respect to Proposal One, the election of directors, broker non-votes (if any) and abstentions will have no effect on the outcome of the election.
With respect to Proposals Two and Three, the advisory vote to approve the Company's executive compensation and ratification of the appointment of the Independent Registered Public Accounting Firm, 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.
VOTING SECURITIES Voting Rights and Procedures
At the close of business on March 23, 2016, the Company had 64,185,068 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 43.50. 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 23, 20167, 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, 2015 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. and (iii) 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 | 7,049,983 | 10.8 | % | ||||
The Vanguard Group, Inc. | |||||||
100 Vanguard Boulevard | |||||||
Malvern, Pennsylvania 19355 | 4,748,067 | 7.3 | % | ||||
BlackRock Inc. | |||||||
55 East 52nd Street | |||||||
New York, NY 10055 | 4,530,431 | 7.0 | % | ||||
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. The following table executive officers Robin J. Adams Robert G. Bohn Robin S. Callahan James. D. Frias Jonathan R. Collins James D. Frias Terry D. Growcock D. Christian Koch Gregg A. Ostrander Corrine D. Ricard David A. Roberts Lawrence A. Sala Magalen C. Webert Jesse G. Singh John W. Altmeyer John E. Berlin Steven J. Ford 16 directors and executive officers as a group Robert M. Roche Directors and executive officers as a group (23 persons)Nominees, Directors and Officers.Managementprovides information as of February 29, 2016, 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 Summary Compensation Table on page 31; and (ii) all directors and current 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 5,959 — 13,178 19,137 0.03 % 5,959 — 15,951 21,910 * 7,213 — 17,108 24,321 0.04 % 7,655 — 19,987 27,642 * 26,307 (b) — 17,249 43,556 0.07 % 350 — 3,301 3,651 0.01 % — — 3,328 3,328 * 350 — 5,809 6,159 * 3,027 — 17,608 20,635 0.03 % 991 — 20,501 21,492 * 94,911 (c)(d)(e) 45,930 652 141,493 0.22 % 113,649 (2)(3)(4) 129,826 692 244,167 * 4,072 — 24,042 28,114 0.04 % 4,459 — 28,212 32,671 * — — 1,938 1,938 0.01 % — — 4,409 4,409 * 223,946 (c)(d)(e) 297,740 55,680 577,366 0.89 % 242,107 (2) 36,533 4,188 282,828 * 18,248 4,000 26,282 48,530 0.07 % 18,248 — 29,406 47,654 * 76,587 (f) 4,000 29,966 110,553 0.17 % — — 1,643 1,643 * 97,169 (c)(d)(e) 165,973 84,121 347,263 0.53 % 89,466 (2)(3)(4) 72,685 106,775 268,926 * 42,213 (c)(d)(e) 26,622 1,000 69,835 0.11 % 28,907 (2)(3)(4) 27,865 1,000 57,772 * 57,044 (c)(d)(e) 76,424 51,769 185,237 0.28 % 59,636 (2)(3)(4) 82,401 61,562 203,599 * 1,762,058 2.71 % 10,787 (3)(4) 4,043 3,571 18,401 * 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 2016 Annual Meeting. Each directorIf elected, each nominee will be elected to serve for a three-year term untilexpiring at the 20192021 Annual Meeting andof Stockholders or until his or her successor is duly elected and qualified. All of the nominees are currently serving as directors and have agreed to serve if elected.
In December 2015, the Board amendedThe Company's Amended and restated the Company's bylaws toRestated Bylaws provide for a majority votingvote standard in uncontested director elections. Under the bylaws,Amended and Restated Bylaws, each director must receive a majority of the votes cast with respect to that director at the 2016 Annual Meeting. For this purpose, a "majority of the votes cast" means the number of votes cast "for" a nominee exceedsmust exceed the number of votes cast "against" thesuch 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 bylawsAmended and Restated Bylaws provide that directors will continue to be elected by a plurality of the votes cast in contested elections when the number of nominees exceeds the number of directors to be elected.
Only votes cast "for" and "against" a nominee will be counted, except that the accompanying Proxy will be voted "for" the three nomineeselections. The resignation policy set forth in the absence of instructionsCompany's Amended and Restated Bylaws does not apply to the contrary. Abstentions and Shares held of record by a broker or its nominee for which the brokerage firm has not received express voting instructions from the beneficial owner will have no effect on the outcome of the election.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 43. In the event any nominee 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.50.
Under the Company's corporate governance guidelines,Statement of Corporate Governance Guidelines and Principles, each director is required to submit his or her resignation at the annual meeting of stockholders following the earlier of the date when he or she reaches age 72 or has completed 18 years of service on the Board. Magalen C. WebertMr. Growcock has attained the age of 72 and is expected to submit his resignation from the Board at the Annual Meeting. Mr. Sala will reachcomplete 18 years of service on the 18-year term limitationBoard in 2017. Therefore, Mrs. Webert2020 and is not expected to serve the full three-year term for which she was electedhe is nominated for election at the 2015 Annual Meeting. Robin S. Callahan
If for any reason any director nominee is not standingunable to stand for reelection, at the 2016 Annual Meeting because she has reachedproxy holders will vote your Shares for the 18-year year term limitation.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.
Name | Age | and Other Directorships | Period of Service as a Director and Expiration of Term | |||
|---|---|---|---|---|---|---|
| James D. Frias | 61 | 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 2018. | |||
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 | 55 | 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 (from May 1995 to February 2014) and Chairman of Anaren, Inc. (from November 2001 to February 2014). | September 2002 to date. Term expires 2018. |
The following table sets forth certain information relating to each continuing director, 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 | Positions with the Company, Principal Occupation and Other Directorships | Period of Service as a Director and Expiration of Term | |||
|---|---|---|---|---|---|---|
| Robin J. Adams | October 2009 to date. Term expires | |||||
Robert G. Bohn | 64 | 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 2020. |
Name | Age | Positions with the Company, Principal Occupation and Other Directorships | Period of Service as a Director and Expiration of Term | |||
|---|---|---|---|---|---|---|
| Jonathan R. Collins | 41 | Vice President and Head of eCommerce (since September 2016) of Mylan N.V., a leading global pharmaceutical company offering products in approximately 165 countries. Prior to Mylan, Mr. Collins served as Senior Director of eCommerce—International and M&A (from April 2013 to September 2016) of W.W. Grainger, Inc., a leading distributor of maintenance, repair and operating supplies and other related products and services, Director of Digital Strategy and User Experience (from January 2012 to November 2012) of Anixter International Inc., a global supplier of communications and security products and electrical and electronic wire and cable, and Global Creative Director (from February 2007 to February 2012) of Premier Farnell Ltd., a global multi-channel, high service distributor supporting engineers and purchasing agents throughout Europe, North America and Asia Pacific. | September 2016 to date. Term expires 2019. | |||
D. Christian Koch | President and Chief Executive Officer of the Company (since January 2016). | January 2016 to date. Term expires | ||||
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 restaurants and retail grocery and club stores. Director of Hearthside Food Solutions LLC (since October 2014) and former director of Arctic Cat Inc. (from April 1994 to August 2012) and Michael Foods, Inc. (from April 2001 to June 2014). | August 2008 to date. Term expires 2020. |
Name | Age | Positions with the Company, Principal Occupation and Other Directorships | Period of Service as a Director and Expiration of Term | |||
|---|---|---|---|---|---|---|
| David A. Roberts | 70 | Chairman of the Company (since | June 2007 to date. Term expires |
Directors with Unexpired Terms
The following table sets forth certain information relating to each 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.
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 | |||||
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 | |||||||||||||||
| Mr. Collins | ü | ü | ü | ü | ü | |||||||||||||||||
| Mr. Frias | ü | ü | ü | ü | ||||||||||||||||||
| ü | ü | ü | ü | |||||||||||||||||||
| Mr. Koch | 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 these positions, Mr. Bohn gained significant experience with merger and acquisition transactions, the evaluation of manufacturing opportunities in several countries and board governance and performance.
Mr. 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 experience in digital marketing and eCommerce with a range of international industrial companies. This experience provides significant value to the Board as the Company continues to pursue its online growth strategies.
Mr. Frias has served as the principal financial officer for sixeight years and has a total of more than twenty-five26 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 fourteen 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. 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. Growcock is thoroughly familiar with global trade and served as a member of the Advisory Committee to the United States Trade Representative for Trade Policy and Negotiations from 2005 to 2010.
Mr. Koch brings to the Board experience in a number of critical areas, including operations, senior leadership, global sales and mergers and acquisitions. With over 710 years of experience with the Company, Mr. Koch provides the Boardis thoroughly familiar with a vital understanding and appreciationall of the Company's business.businesses and can provide insight on those businesses to the 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 has served asleads the senior vice president of human resources for the past four years ofcommercial 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 at the company since itsMosaic'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 inwith executive management, mergers and acquisitions.acquisitions, joint venture transactions, international commerce and supply chain management. Prior to Mosaic's formation, Ms. Ricard worked for Cargill in various roles, including risk management, supply chain, product management and commodity trading. In these positions, she gained substantial experience with executive management, joint venture transactions, international commerce and supply chain management.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. As the current Executive Chairman of the Board 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 over fifty 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 2015,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 eight (8) 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 2015.
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 activities and recommendations ofBoard on April 26, 2017).
The Board has determined that David A. Roberts, the Company's internal auditors,Chairman, and D. Christian Koch, the Company's accounting policies, control systemsPresident and compliance activities and monitoring the funding and investment performance of the Company's defined benefit pension plan. During 2015, the Audit Committee held six (6) meetings.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 directors serving on the Audit, Compensation and Corporate Governance and Nominating Committees are independent under the standards of the NYSE.
The Compensation Committee administersCompany 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 annualPresident and long-term, stock based incentive programsChief Executive Officer. The Company previously combined the roles of Chairman of the Board and decides upon annual salary adjustments for various employeesChief Executive Officer and, in the future, the Board 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 2015,Chief Executive Officer, is responsible for setting the Compensation Committee held four (4) 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 maintainsalso serves as the Company's corporate governance guidelines, leadsLead Independent Director. The Lead Independent Director's duties closely parallel the search for individuals qualified to become membersrole of an independent 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 recommends such individuals for nomination byNominating Committee and Lead Independent Director, has the following responsibilities: (i) chair all meetings of the Board of Directors at which the Chairman is not present and all executive sessions of the Board of Directors; (ii) liaise between the Chief Executive Officer and the independent directors; (iii) consult with the Chairman concerning (a) information to be presented for shareholder approval at the Company's annual meetings, reviews the Board's compensation and committee structure and recommendssent to the Board of Directors, (b) meeting agendas and (c) meeting schedules to ensure appropriate time is provided for its approval,all agenda items; (iv) call meetings of independent directors to serve as membersrequired; and (v) be available when appropriate for consultation, including stockholder communications. In addition, the Lead Independent Director presides over an executive session of each committee, discusses succession planning and recommends a new chief executive officer if a vacancy occurs. During 2015, the Governance Committee held two (2) meetings.
D. Committee Chair Rotation Guideline
Theindependent directors at every regularly scheduled meeting of 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.Directors. The Board of Directors believes bringing new leadership to eachthat the existence of a Lead Independent Director, the committees every three years will enhance the effectivenessscope of the committees. In accordance with this guideline, Mrs. Callahan succeeded Mr. Growcock as Chair of the Governance Committee at the 2015 Annual Meeting, and Mr. Frias will succeed Mr. Adams as Chair of the Audit Committee at the 2016 Annual Meeting. In addition, Mr. Bohn will succeed Mrs. Callahan as Chair of the Governance Committee at the 2016 Annual Meeting.
E. Remuneration of Directors
Former Lead Director. Stephen P. Munn served as Lead Director until the 2015 Annual Meeting. He was appointed Lead Director effective June 25, 2007. The Company paid Mr. Munn an annual retainer of $300,000 for his service as a member of the Board of Directors and as Lead Director. Mr. Munn did not receive any other compensation or stock or option awards for his service.
Mr. Munn entered into a retirement agreement with the Company in 2001, when he ceased serving as Chief Executive Officer of the Company. Under the retirement agreement, Mr. Munn became entitled 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.
After the 2015 Annual Meeting, Robin S. Callahan succeeded Mr. Munn as the Lead Independent DirectorDirector's responsibilities and Chairthe regularly scheduled executive sessions of the Governance Committee.
Other Non-employee Directors. The Company paid an annual fee of $70,000 to each non-employee director. The annual fee is determined byindependent directors all support strong corporate governance principles and allow the Board of Directors. Each non-employee director may elect to receive 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 pays an annual fee for service on the Board's Committees. Each member of the Audit Committee receives an annual fee of $15,000. The annual fee paideffectively fulfill its fiduciary responsibilities to each member of the Compensation and Governance Committees is $7,500. The Chairman of the Audit Committee receives an additional annual fee of $15,000. The Chairman of the Compensation Committee receives an additional annual fee of $10,000, and the Chairman of the Governance Committee receives an additional annual fee of $30,000. Beginning in 2015, the Chairman of the Governance Committee serves as the Lead Director.stockholders.
In addition, to the annual retainer and committee fees, each non-employee director is eligible to participate in the Company's 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 Plan. At the meeting of the Board of Directors held on February 4, 2015, the Board of Directors awarded each eligible director an award of 1,298 restricted stock units having a value of approximately $120,000 based on the closing price of the Company's common stock on January 16, 2015. Under the current policy of the Board, each new director also 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.
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 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. 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 $420,000 within five years of his or her becoming a director. The ownership level equals six times the current $70,000 annual cash retainer payable to directors. Once the required market value ownership level is achieved, no further purchases are required in the event the value of the Shares held by a director fall below the ownership level due solely to a decrease in the market value of the Shares. All of the directors, other than Mr. Frias who was appointed a director in February 2015 and Ms. Ricard who was appointed a director in February 2016, owned as of December 31, 2015 the number of Shares, restricted stock units and Share equivalent units required by the ownership guidelines. The ownership guidelines prohibit any director from using Shares as collateral for any purpose or engaging in short sales or hedging transactions involving Shares.
The Company does not make payments (or have any outstanding commitments to make payments) to director legacy programs or similar charitable award programs.
The following table summarizes the compensation paid to Mr. Munn, the former Lead Director, and each other non-employee director for his or her service to the Board and its committees during 2015.
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robin J. Adams | $ | 107,500 | $ | 120,000 | $ | 0 | $ | 227,500 | |||||
Robert G. Bohn | $ | 85,000 | $ | 120,000 | $ | 0 | $ | 205,000 | |||||
Robin S. Callahan | $ | 103,750 | $ | 120,000 | $ | 0 | $ | 223,750 | |||||
James D. Frias | $ | 81,250 | $ | 170,000 | $ | 0 | $ | 251,250 | |||||
Terry D. Growcock | $ | 90,000 | $ | 120,000 | $ | 0 | $ | 210,000 | |||||
Stephen P. Munn | $ | 152,970 | $ | 0 | $ | 0 | $ | 152,970 | |||||
Gregg A. Ostrander | $ | 102,500 | $ | 120,000 | $ | 0 | $ | 222,500 | |||||
Lawrence A. Sala | $ | 92,500 | $ | 120,000 | $ | 0 | $ | 212,500 | |||||
Magalen C. Webert | $ | 77,500 | $ | 120,000 | $ | 0 | $ | 197,500 | |||||
| | Grant Date | Option Exercise Price | Total Outstanding | ||||||
|---|---|---|---|---|---|---|---|---|---|
Mr. Sala | 02/07/07 | $ | 41.87 | 4,000 | |||||
Mrs. Webert | 02/08/06 | $ | 34.43 | 4,000 | |||||
| 02/07/07 | $ | 41.87 | 4,000 | ||||||
| 8,000 | |||||||||
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 2015.
G. Corporate Governance Matters
Board Leadership Structure. Mr. Roberts, as Executive Chairman, leads the Board of Directors. Mr. Koch serves as President and Chief Executive Officer and a member of the Board of Directors.
The Board of Directors does not believe that having Mr. Roberts serve as Executive Chairman and Mr. Koch serve as President and Chief Executive Officer adversely affects the independence of the Board. Currently, all of the Company's directors (other than Mr. Roberts, a retired executive officer, and Mr. Koch)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. Roberts and Mr. Koch, and, based upon this review, makes recommendations for theirhis compensation (including base salary and annual incentive and equity 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 acknowledges that independenthas 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 important, and for this reason,expected to submit his resignation from the Board has appointed a Lead Director, whose duties closely parallelat the roleAnnual Meeting) as Chair of an independent Chairmanthe Compensation Committee.
Each committee of the Board of Directors functions pursuant to ensure an appropriate levela 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 oversightregistered 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 Director decisions. Mrs. Callahan,Directors held 10 meetings during fiscal 2017. Each incumbent director attended 75% or more of the current Lead Director, has the following responsibilities: (i) chair allaggregate number of 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.
Mrs. Callahan, 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 2016Company. 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 18-year term limitation. Based on a recommendationrequirements of the related person transaction policy, the Corporate Governance and Nominating Committee reviewed the Board of Directors agreed that following Mrs. Callahan'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, following the 2016 Annual Meeting, Mr. Bohn will succeed Mrs. Callahan as Chairand Nominating Committee reviewed all of the relevant 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 and aswill continue 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.K. Communications with the Board of Directors
Stockholders and other interested parties can communicate directly with any of the Company's directors, including its non-management directors or the Lead Independent Director, by sending a written communication to a director at Carlisle Companies Incorporated, 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254, Attention: Secretary. All such communications are promptly reviewed before being forwarded to the addressee. The Company generally will not forward to directors a stockholder communication that it determines to be primarily commercial in nature, relates to an improper or irrelevant topic or requests general information about the Company.
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 recognizesadministers the importanceIncentive 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 independence.(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 rulescurrent policy of the New York Stock Exchange,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 considered independent,paid in Shares after the director ceases to serve as a member of the Board, must determine thator, if earlier, upon a director does not have a direct or indirect material relationship withchange of control of the Company. Moreover,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 will not be independent if, withinof the preceding three (3) years: (i)Company is entitled to defer up to 100% of the director was employedcash 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 receives $100,000 per yearcommence to be paid after the participant terminates service as a director. At the participant's election, payments can be made in direct compensationa lump sum or in quarterly installments over a 10-year period. Payments under the Deferred Compensation Plan are made in cash from the Company,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 $80,000 annual fee payable to directors. Once the required market value ownership level is achieved, no further purchases are required in the event the value of the Shares held by a director fall below the ownership level due solely to a decrease in the market value of the Shares. As of December 31, 2017, all of the directors, other than Ms. Ricard who was appointed a director in February 2016, Mr. Collins who was appointed a director in September 2016 and committee feesMr. Singh who was appointed a director in December 2017, owned the number of Shares, restricted Share units and pension or other forms of deferred compensation for prior service; (ii) the director was a partner of or employedShare equivalent units required by the Company's independent auditor; (iii)ownership guidelines. The ownership guidelines prohibit any director from using Shares as collateral for any purpose or engaging in short sales or hedging transactions involving Shares.
The table below sets forth the compensation paid to each non-employee director is part of an interlocking directoratewho served on the Board in which an executive officerfiscal 2017. Directors who are also employees of the Company serves(currently Mr. Koch) do not receive compensation (other than their compensation as employees of the Company) for their service on the Board of Directors.
| Name | Fees Earned or Paid in Cash ($) | 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 | ||||||
The Board has determined that nine (9)Table of the Company's eleven (11) 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, Gregg A. Ostrander, Corrine D. Ricard, Lawrence A. Sala, and Magalen C. Webert.
The Board has determined that David A. Roberts, the Company's Executive Chairman, and D. Christian Koch, the Company's President and Chief Executive Officer, are not independent due to their 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.Contents
In 2015, 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 Executive Chairman) 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 2015. 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.
Communications with Board of Directors. Any interested party may communicate with the Board of Directors or with the non-management directors as a group by writing to the Company's Secretary
at Carlisle Companies Incorporated, 11605 North Community House Road, Suite 600, Charlotte, North Carolina 28277, Attention: Secretary. Any written communication will be forwarded to the Board for its consideration.
Attendance at Annual Meeting. Directors are not required to attend the Company's Annual Meeting of Shareholders. However, all directors in office at the time attended the 2015 Annual Meeting. All directors are planning to attend the 2016 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 qualified to be directors and recommending such individuals be nominated by 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 three female members.
The source of director candidates may include: other directors, management, third-party search firms and shareholders. Shareholders 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 shareholder 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.
EXECUTIVE OFFICER
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 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 (i) $5 billion in sales, (ii) 30% global sales, (iii) 15% operating margins, (iv) 15% working capital as a percent of sales, and (v) 15% return on invested capital. Themotivated employees. Accordingly, the Company's annual 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 Company's progress toward achieving these long-termthe Vision 2025 strategic goals.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-year performance period.
The Company completed a number of strategic actions in 2015 to move the Company closer to achieving its long-term strategic goals. On April 1, 2015, the Company completed the acquisition of the worldwide liquid finishing systems and products business from Graco Inc., a business that fits the Company's capital deployment strategy.periods.
In addition,2017, the Board of Directorscontinuing strong operational performance of the Company elected D. Christian Koch as Chief Executive Officerproduced positive financial returns for the Company's stockholders through Share price appreciation, increased dividends and as a directorShare repurchases. The Company began its journey to its 2025 strategic vision by continuing implementation of the Company effective as of January 1, 2016 as part ofCarlisle Operating System, strengthening its succession planning program. Mr. Roberts, the Chief Executive Officer prior to Mr. Koch's promotion, will remain involved with the Companymanagement talent and deploying $1 billion in the position of Executive Chairman.strategic acquisitions.
The following tables summarize the Company's 20152017 financial performance and the absolute and relative total return to the Company's shareholdersShare price performance during 20152017 and the two- and three-year periods ending in 2015.2017.
Annual Incentive Performance Measures
| | 2015 | 2014 | Percentage Change | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Sales | $ | 3.543 billion | $ | 3.204 billion | 10.6 | % | ||||
Net Earnings | $ | 319.6 million | $ | 251.7 million | 25.1 | % | ||||
Global Sales | $ | 883.8 million | $ | 762.3 million | 15.9 | % | ||||
EBIT Margin | 14.2 | % | 12.7 | % | 11.8 | % | ||||
Working Capital as a % of Sales(1) | 19.1 | % | 18.3 | % | 4.4 | % | ||||
| | | | | | | | | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| | | | 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 | 2015 | 2014 - 2015 | 2013 - 2015 | |||||||
S&P 500 Index® | (0.7 | )% | 10.6 | % | 43.3 | % | ||||
S&P 400 MidCap Index® | (3.7 | )% | 4.2 | % | 37.1 | % | ||||
General Industry Peer Group Index(1) | (11.5 | )% | (12.5 | )% | 22.3 | % | ||||
Carlisle | (1.7 | )% | 11.7 | % | 50.9 | % | ||||
| | | | | | | | | | | | | | | | | | | | |
| | | | 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 95%More than 90% of the Shares voted at the 20152017 Annual Meeting of Stockholders were cast in favor of a resolution approving the compensation earned by the named executive officers under the program in 20142016 (the "say on pay"say-on-pay vote"). Because of the consistently strong support the executive compensation program has received, the Compensation Committee did not make significant changes in the principal features of the executive compensation program for 2015.2017. As described in this section, the Compensation Committee took the following compensation actions in 20152017 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 2016 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 20162018 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 2015.2017. 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 2015,2017, Willis Towers Watson (i)presented an executive compensation report and regulatory update to the Compensation Committee and conducted a competitive market assessment of the total directCompany's executive compensation providedprogram to confirm the program is delivering pay to the Company's senior executives within the program guidelines. The executive officers, (ii) reviewedcompensation report included market highlights and recommended refinements totrends and compared the Company's currentexecutive compensation disclosure, (iii) reviewed the methodology used by the Company to establish the performance levels for determining annual incentive compensation awards and (iv) provided an overviewpractices with those of recent finalized and proposed regulatory changes related to executive compensation.similarly sized companies.
The Compensation Committee also receives input from Company management in connection with the administration of the Company's executive compensation program. Mr. Roberts, the Chief Executive Officer, and Mr. Koch, the Company's Chief OperatingExecutive Officer, recommended base salary increases for the named executive officers (other than themselves)himself), and the Compensation Committee approved the recommendations. In addition, Mr. Roberts and Mr. Koch provided input to the Compensation Committee about the performance measures to be used for determining the 20152017 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 20152017 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 2015.2017.
C. Philosophy and Material Elements of Executive Compensation Program; 20152017 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 opportunity. | • Executive total direct compensation opportunity is managed between the first and third quartile of companies similar in size to the Company. • The total direct compensation opportunity within the range varies by executive. • Performance-based pay opportunity | |||||||
| | | | | | | | |
| 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 Share awards incorporate total | |||||||
| | | | | | | | |
| 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. In 2015,The executive compensation report presented to the Compensation Committee engagedby Willis Towers Watson to analyzein 2017 (the "Compensation Report") benchmarked the competitivenesstotal pay arrangements of the Company's executive officers through a competitive market analysis and found that total direct compensation for a groupto the executive officers is managed between the first and third quartiles of twelve senior executives, including all the named executive officers.companies of similar size. The Compensation was last benchmarked in 2013.
Towers Watson analyzed the effectiveness ofReport concluded that the Company's executive pay program is sound and effective by determining whetherdelivering value to the program provides total direct compensationexecutive officers within the program's guidelines at levels that is (i) in accordance with the pay for performance philosophy of the Company's executive compensation program, (ii) aligned with shareholder interests, (iii)are generally competitive at the desired market levels and (iv) designed to attainare aligned with stockholder interests. Any variation above or below the objectivesguidelines is within reason and explained by experience, strategic impact and scope of attracting, focusing and retaining a talented executive team.responsibility. For purposes of its analysis, Willis Towers Watson used data from a large group of 207 general industry companies intwo published survey sources: the 20142016 Willis Towers Watson CDB General Industry Executive Compensation Database and the 2016 Mercer General Industry Executive Compensation Survey and updated the survey data to develop market compensation rates. The companies in the database had revenuesSeptember 2017 using an annual update factor of one-half to two times the Company's revenue (between $1.8 billion to $7.3 billion) and are listed inAppendix B to this Proxy Statement. The Compensation Committee3.0%.
believes the broad groupTable of companies provided a reliable source of market information that was not unduly influenced by the practices of one or two companies.
Towers Watson concluded that the Company's compensation program is delivering compensation to the Company's executives within the program's guiding principles and that any variation above or below the market median is reasonable based on experience, strategic impact to the Company and scope of each executive's responsibility.Contents
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 20152017, the Company approved increasesthe following base salaries for the named executives as follows effective for the 20162018 fiscal year:
| Executive | 2015 Base Salary | 2016 Base Salary | % Increase | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 1,325,000 | $ | 1,325,000 | 0.0 | % | ||||
Mr. Ford | $ | 657,000 | $ | 677,000 | 3.0 | % | ||||
Mr. Koch | $ | 787,000 | $ | 1,000,000 | 27.1 | % | ||||
Mr. Altmeyer | $ | 749,000 | $ | 786,000 | 5.0 | % | ||||
Mr. Berlin | $ | 607,000 | $ | 631,000 | 4.0 | % | ||||
| | | | | | | | | | | | | | | | | | | | |
| | 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 salary increases of 1.01.0% to 4.0%. Mr. Koch's 2016Ford's base salary was based on his promotion to Chief Executive Officer. Mr. Altmeyer received a base salary increase aboveremained the upper endsame in view of the range duetransition of his duties as Chief Financial Officer to the outstanding performance of Carlisle Construction Materials.Mr. Roche.
20152017 Annual Incentive Compensation Awards
The Company's executive officers earned annual incentive compensation under the program for 20152017 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 20152017 target awards were—100% of base salary for the Chief Executive Officer, 85% of salary for the Chief Operating OfficerMr. Koch and 75% of base salary for the other named executives.
The Compensation Committee then selected the performance measures on which the 20152017 annual incentive awards would be based. The measures adopted for the 20152017 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 20152017 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. The performance measures trackadopted for the 2017 annual incentive award to Mr. Berlin, President of Carlisle Interconnect Technologies, Inc., were (i) sales, (ii) EBIT margin, (iii) working capital as a percentage of sales, (iv) ROIC and (v) the Company's progress in achieving the long-term strategic goals listed on page 18.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. The performance measures for the 2016 annual incentive awards will include a return on invested capital measure, which further aligns the annual incentive performance measures with the Company's long-term strategic goals.
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 for 2017 based on the Company's 2014 actual performance. The 2015 target performance levels for sales, earnings and global sales were set at approximately 105% of 2014 actual performance. The 2015 target performance levels for operating margin and working capital as a percent of sales were set at approximately 100% of 20142016 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 20152017 as well as the Company's actual performance in 20152017 and 2014.2016. The 2017 performance shown below reflects the Company's publicly reported results, with EBIT margin computed as operating income less other non-operating (income) expense net, divided by net sales, and does not include any adjustment or normalization for the operating results ofwith EBIT margin, ROIC and consolidated earnings adjusted to exclude approximately $35.8 million (pre-tax) in restructuring charges at Carlisle Fluid Technologies, which was acquired on April 1, 2015, orInc., Carlisle Brake & Friction, Inc. and Carlisle Interconnect Technologies, Inc. The Compensation Committee approved the effectadjustments because they are nonrecurring and were not anticipated when the 2017 performance measures were approved at the beginning of changes in foreign exchange rates.the year.
Consolidated Company Performance Measures
Used for 20152017 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 | 2015 | 2014 | |||||||||||||
Sales (25% weighting) | $ | 3.117 billion | $ | 3.445 billion | $ | 3.773 billion | $ | 3.543 billion | $ | 3.204 billion | ||||||||
Earnings (35% weighting) | $ | 242.3 million | $ | 267.9 million | $ | 293.4 million | $ | 319.6 million | $ | 251.7 million | ||||||||
Global Sales (10% weighting) | $ | 740.0 million | $ | 817.8 million | $ | 895.7 million | $ | 883.8 million | $ | 762.3 million | ||||||||
EBIT Margin (20% weighting) | 12.1% | 12.6% | 13.1% | 14.2% | 12.7% | |||||||||||||
Working Capital as a % of Sales (10% weighting) | 19.5% | 18.5% | 17.5% | 19.1% | 18.3% | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 20152017 Annual Incentive Award to Mr. Altmeyer
| | Performance Levels Established by the Compensation Committee | | Actual Performance | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Performance Measure | Threshold | Target | Maximum | 2015 | 2014 | |||||||||||||
CCM EBIT Margin (30% weighting) | 13.5% | 14.5% | 15.5% | 17.5% | 13.9% | |||||||||||||
CCM Sales (20% weighting) | $ | 1.839 billion | $ | 2.032 billion | $ | 2.226 billion | $ | 2.003 billion | $ | 1.935 billion | ||||||||
CCM Working Capital as a Percentage of Sales (20% weighting) | 17.4% | 16.4% | 15.9% | 16.8% | 16.4% | |||||||||||||
CCM Global Sales (10% weighting) | $ | 278.0 million | $ | 307.2 million | $ | 336.5 million | $ | 273.8 million | $ | 292.6 million | ||||||||
Consolidated Earnings (20% weighting) | $ | 242.3 million | $ | 267.9 million | $ | 293.4 million | $ | 319.6 million | $ | 251.7 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 20152017 Annual Incentive Award to Mr. Berlin
| | Performance Levels Established by the Compensation Committee | | Actual Performance | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Performance Measure | Threshold | Target | Maximum | 2015 | 2014 | |||||||||||||
CIT EBIT Margin (30% weighting) | 17.5% | 18.5% | 19.5% | 18.0% | 19.8% | |||||||||||||
CIT Sales (25% weighting) | $ | 708.5 million | $ | 783.1 million | $ | 857.7 million | $ | 784.6 million | $ | 669.1 million | ||||||||
CIT Working Capital as a Percentage of Sales (20% weighting) | 22.8% | 21.8% | 19.8% | 20.5% | 21.3% | |||||||||||||
CIT Global Sales (5% weighting) | $ | 260.3 million | $ | 287.7 million | $ | 315.1 million | $ | 308.8 million | $ | 257.4 million | ||||||||
Consolidated Earnings (20% weighting) | $ | 242.3 million | $ | 267.9 million | $ | 293.4 million | $ | 319.6 million | $ | 251.7 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 20152017 and the Company's actual performance, the named executives earned 20152017 annual incentive awards as follows:
| Executive | 2015 Annual Incentive Award ($)(1) | 2015 Annual Incentive Award (% of base salary) | 2015 Annual Incentive Award (% of target incentive award) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 2,225,700 | 168 | % | 168 | % | ||||
Mr. Ford | $ | 827,700 | 126 | % | 168 | % | ||||
Mr. Koch | $ | 1,123,700 | 143 | % | 168 | % | ||||
Mr. Altmeyer | $ | 753,600 | 101 | % | 134 | % | ||||
Mr. Berlin | $ | 594,700 | 98 | % | 131 | % | ||||
| | | | | | | | | | | | | | | | | | | | |
| 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 | % | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
The Compensation Committee also awarded Mr. Altmeyer a discretionary bonus of $150,700 in recognition of his outstanding management of EBIT margin at CCM during 2015. This amount is included in the "Bonus" column of the Summary Compensation Table on page 31.
20152017 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 Incentive Compensation Program which imposes certain restrictions, described below, on the terms of the awards.
In February 2015,2017, the Compensation Committee awarded stock options, performance Shares and restricted Shares to the named executives in the amounts shown in the Grants of Plan Based-AwardsPlan-Based Awards Table on page 33.35. The number of Shares included in the 20152017 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 long-term incentive award market range for that 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 20152017 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' 2015 annual stock-based awards due to his contemplated retirement within the ten year option term. For this reason, Mr. Roberts' award was comprised of performance Shares and time-vested restricted stock (each weighted 50%).
All stock-based awards to the Company's senior management employees (approximately 2580 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 or her termination of employment.
The stock options awarded in February 20152017 will vest in equal annual installments over three years. The restricted stockShares awarded in 20152017 will become vested on the December 31January 1 immediately preceding the third anniversary of the award date.
The performance Shares awarded in 20152017 will be earned based on the total return to the Company's shareholdersstockholders (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, 20172019 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 Compensation 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.stockholders.
The Company's 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.on his employment commencement date having a grant date value of approximately $1,000,000 to compensate him for the value of a forfeited stay bonus from his prior employer. The release indicated thatrestrictions on the Shares granted to Mr. Roche will lapse and will be distributed to him ratably over two years beginning on the first anniversary of the grant date, provided Mr. Roche continues to be employed by 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 market value of Company Shares declined by approximately 6% on the day followingdistribution dates. The restriction on the release and remained belowShares will also continue to lapse in accordance with the pre-release value at the time 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 subjecttwo-year schedule if, prior to the awards and an option exercise pricesecond anniversary of Mr. Roche's employment date, Mr. Roche's employment is terminated by the Company other than for the granted stock options that exceeded the trading price of the Company's Shares on the grant date.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, 2015, 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.
Management Changes
As described above in the Executive Summary, the Board of Directors of the Company elected D. Christian Koch as Chief Executive Officer and as a director of the Company effective as of January 1, 2016. In connection with Mr. Koch's election as Chief Executive Officer, a position then held by David A. Roberts, the Board elected Mr. Roberts as Executive Chairman of the Company.
Upon the effective date of Mr. Koch's promotion, his annual base salary increased from $787,000 to $1,000,000, his target annual incentive award increased from 85% to 100% of his annual base salary and his target long term incentive award increased from 150% to 300% of his annual base salary. In addition, Mr. Koch received an award of (i) restricted Shares having a grant date value of $1,500,000, (ii) 10-year nonqualified options to purchase Shares having a grant date value of $750,000 and (iii) performance Shares having a grant date value of $750,000. The restricted Shares will vest in full on the fifth anniversary of the grant date and the options will vest in three equal annual installments beginning on the first anniversary of the grant date, provided Mr. Koch remains employed with the Company on such vesting dates. The performance Shares will be earned based on the total return to the Company's stockholders relative to the total stockholder return of the companies comprising the S&P 400 MidCap Index® over the three-year performance period ending December 31, 2018, with 50% of such shares being earned if the relative total stockholder return is equal to at least the 25th percentile and 200% of such shares being earned if the relative total stockholder return equals or exceeds the 75th percentile. If the Company's total stockholder return falls between the 25th and 75th percentile, the number of performance shares earned will be determined by linear interpolation. Dividends will accrue during the three-year performance period and will be paid on performance Shares that are earned.
For 2016, Mr. Roberts' annual base salary and target annual incentive award will remain at $1,325,000 and 100% of annual base salary, respectively. However, Mr. Roberts will not receive any equity awards nor will he be eligible to commence receiving his benefit under the Company's Supplemental Pension Plan which will not be increased for the delay in commencement of the benefit.
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, 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, 2015.2017.
Section 401(a)(17) of the Internal Revenue Code (the "Code") limits the amount of annual compensation that tax-qualified plans like the Company's 401(k) Plan and the Retirement Plan may take into account for purposes of determining contributions and benefits. The limit for 20152017 was $265,000$270,000 and it is subject to adjustment annually for cost of living increases. For 2016,2018, the limit will continue to 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.
The Company sponsors a supplemental 401(k) Plan to provide covered officers, including the named executives, the opportunity to defer (i) base salary and annual incentive compensation that could not be deferred under the 401(k) Plan due to the 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 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.
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. In 2015, the Company eliminated the reimbursement
Table of club dues as a perquisite. Each of the named executive officers other than Mr. Roberts received a $7,000 increase in base salary in connection with the elimination of this fringe benefit.Contents
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:
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 recognition of his employment with the Company continuing beyond age 65.
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.
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 issuanceTable of regulations related to claw-back policies required under the Dodd-Frank Wall Street Reform and Consumer Protection Act.Contents
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 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 $1 million paid to named executives in 2018 and later years will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.
The Compensation Committee has not adopted a formal policy that requires all compensation paid to the named executives to be fully deductible.
The Compensation Committee has reviewed all components of the Chief Executive Officer's and the other named executives' compensation, including salary, bonus, equity and long-term incentive compensation, accumulated realized and unrealized stock option and restricted stockShare gains, the dollar value of all perquisites and other personal benefits as well as the Company's obligations under its pension plans. Based on this review, the Compensation Committee finds the Chief Executive Officer's and the other named executives' total compensation, in the aggregate, to be reasonable and appropriately linked to the Company's performance. The Compensation Committee therefore recommends that shareholdersstockholders vote "FOR""FOR" the say-on-pay proposaladvisory vote included as Proposal Two3 in this Proxy Statement.
F. Executive Officer Compensation Disclosure Tables
Summary Compensation Table—This table shows the base salary, annual incentive and all other compensation paid to the named executives. The table also shows the grant date fair value of the stock option, restricted Share and performance Share awards made to the named executives and the increase in the present value of the retirement benefit of each named executive.
| Name and Principal Position(s) | Year | Salary ($) | 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 | 2015 | $ | 1,325,000 | $ | 0 | $ | 4,361,980 | $ | 0 | $ | 2,225,700 | $ | 13,153 | $ | 585,856 | $ | 8,511,689 | |||||||||||
| 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 | ||||||||||||
Steven J. Ford | 2015 | $ | 657,000 | $ | 0 | $ | 713,299 | $ | 307,997 | $ | 827,700 | $ | 136,911 | $ | 66,712 | $ | 2,709,619 | |||||||||||
| 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 | ||||||||||||
D. Christian Koch | 2015 | $ | 787,000 | $ | 0 | $ | 856,365 | $ | 369,660 | $ | 1,123,700 | $ | 60,162 | $ | 141,622 | $ | 3,338,509 | |||||||||||
| 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 | ||||||||||||
John W. Altmeyer | 2015 | $ | 749,000 | $ | 150,700 | $ | 814,764 | $ | 351,648 | $ | 753,600 | $ | 198,737 | $ | 77,493 | $ | 3,095,942 | |||||||||||
| 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 | ||||||||||||
John E. Berlin | 2015 | $ | 607,000 | $ | 0 | $ | 658,508 | $ | 284,370 | $ | 594,700 | $ | 95,928 | $ | 17,265 | $ | 2,257,771 | |||||||||||
| 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 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 $90.54 closing market price of the Company's common stocka Common Share on the grant date would have been: Mr. Roberts $3,892,315,Koch, $2,199,847; Mr. Roche, $570,313; Mr. Altmeyer, $810,130; Mr. Ford, $636,496, Mr. Koch $764,158, Mr. Altmeyer $727,036$697,013; and Mr. Berlin, $587,605.$649,612.
| Name | Present Value of Carlisle Retirement and Supplemental Pension Plan Benefits | "Above Market" Supplemental 401(k) Plan Earnings | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 0 | $ | 13,153 | $ | 13,153 | |||||
Mr. Ford | $ | 120,753 | $ | 16,158 | $ | 136,911 | |||||
Mr. Koch | $ | 60,162 | $ | 0 | $ | 60,162 | |||||
Mr. Altmeyer | $ | 178,670 | $ | 20,067 | $ | 198,737 | |||||
Mr. Berlin | $ | 95,928 | $ | 0 | $ | 95,928 | |||||
For the 2015 fiscal year, the present value of Mr. Roberts' accumulated benefit under the Carlisle Corporation Supplemental Pension Plan decreased by $531,288. The decrease is primarily due to his agreement to serve as Executive Chairman of the Company and the resulting delay in the commencement of his benefit under that Plan.
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | |
| 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 | $ | 10,600 | $ | 10,600 | $ | 10,600 | $ | 10,600 | $ | 10,600 | |||||||
Matching Contributions to the Supplemental 401(k) Plan | $ | 124,320 | $ | 52,812 | $ | 67,564 | $ | 56,468 | $ | 0 | |||||||
Physical Examination | $ | 2,931 | $ | 0 | $ | 2,958 | $ | 6,375 | $ | 0 | |||||||
Reimbursement of Tax Return Preparation and Financial Advisory Services Fees | $ | 41,185 | $ | 3,300 | $ | 0 | $ | 4,050 | $ | 6,665 | |||||||
Personal Use of Company Aircraft | $ | 6,820 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||
Charitable Contribution Made by the Company in the Name of the Executive under the Carlisle Matching Gifts for Education Program | $ | 400,000 | $ | 0 | $ | 60,500 | $ | 0 | $ | 0 | |||||||
Total | $ | 585,856 | $ | 66,712 | $ | 141,622 | $ | 77,493 | $ | 17,265 | |||||||
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 20152017 and the restricted stock,Share, performance Share and stock options awarded to the named executives during 2015.2017. The annual incentive awards earned by the executives for 20152017 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)(5) | | | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | Estimated Future Payouts under Equity Incentive Plan Awards(1)(5) | | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4)(5) | ||||||||||||||||||||||||||||
| | | All Other Stock Awards: Number of Shares of Stock or Units(#)(2)(5) | ||||||||||||||||||||||||||||||||
| Name | Grant Date | Threshold($) | Target($) | Maximum($) | Threshold(#) | Target(#) | Maximum(#) | |||||||||||||||||||||||||||
Mr. Roberts | $ | 662,500 | $ | 1,325,000 | $ | 2,650,000 | ||||||||||||||||||||||||||||
| 02/04/15 | 21,495 | $ | 1,946,157 | |||||||||||||||||||||||||||||||
| 02/04/15 | 10,747 | 21,495 | 42,990 | $ | 2,415,823 | |||||||||||||||||||||||||||||
Mr. Ford | $ | 246,375 | $ | 492,750 | $ | 985,500 | ||||||||||||||||||||||||||||
| 02/04/15 | 3,515 | $ | 318,248 | |||||||||||||||||||||||||||||||
| 02/04/15 | 1,757 | 3,515 | 7,030 | $ | 395,051 | |||||||||||||||||||||||||||||
| 02/04/15 | 14,535 | $ | 92.46 | $ | 307,997 | |||||||||||||||||||||||||||||
Mr. Koch | $ | 334,475 | $ | 668,950 | $ | 1,337,900 | ||||||||||||||||||||||||||||
| 02/04/15 | 4,220 | $ | 382,079 | |||||||||||||||||||||||||||||||
| 02/04/15 | 2,110 | 4,220 | 8,440 | $ | 474,286 | |||||||||||||||||||||||||||||
| 02/04/15 | 17,445 | $ | 92.46 | $ | 369,660 | |||||||||||||||||||||||||||||
Mr. Altmeyer | $ | 280,875 | $ | 561,750 | $ | 1,123,500 | ||||||||||||||||||||||||||||
| 02/04/15 | 4,015 | $ | 363,518 | |||||||||||||||||||||||||||||||
| 02/04/15 | 2,007 | 4,015 | 8,030 | $ | 451,246 | |||||||||||||||||||||||||||||
| 02/04/15 | 16,595 | $ | 92.46 | $ | 351,648 | |||||||||||||||||||||||||||||
Mr. Berlin | $ | 227,625 | $ | 455,250 | $ | 910,500 | ||||||||||||||||||||||||||||
| 02/04/15 | 3,245 | $ | 293,802 | |||||||||||||||||||||||||||||||
| 02/04/15 | 1,622 | 3,245 | 6,490 | $ | 364,706 | |||||||||||||||||||||||||||||
| 02/04/15 | 13,420 | $ | 92.46 | $ | 284,370 | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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. In the event of a change of control of the Company, outstanding performance Shares will be earned at the maximum level. The performance Shares held by a named executive will remain outstanding and be earned based on the Company's relative total stockholder return performance in the event of a termination of employment of the named executive by the Company without cause.
Table of the awards include a non-competition agreement prohibiting the named executive from competing with the Company for one year following his termination of employment by the Company.Contents
Outstanding Equity Awards at Fiscal Year-End Table—This table presents information about unvested restricted Share, stock option and performance Share awards held by the named executives on December 31, 2015.2017.
| | 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 | 97,740 | 0 | $ | 38.31 | 02/02/21 | 47,355 | $ | 4,199,915 | 21,495 | $ | 1,906,392 | ||||||||||||||
| 200,000 | 0 | $ | 18.57 | 02/03/19 | 51,720 | $ | 4,587,047 | ||||||||||||||||||
Mr. Ford | 0 | 14,535 | (5) | $ | 92.46 | 02/03/25 | 7,790 | $ | 690,895 | 3,515 | $ | 311,745 | |||||||||||||
| 5,358 | 10,717 | (6) | $ | 73.08 | 02/04/24 | 8,550 | $ | 758,300 | |||||||||||||||||
| 11,430 | 5,715 | (7) | $ | 64.80 | 02/05/23 | ||||||||||||||||||||
| 19,150 | 0 | $ | 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 | |||||||||||||||||||||
Mr. Koch | 0 | 17,445 | (5) | $ | 92.46 | 02/03/25 | 21,734 | $ | 1,927,588 | 4,220 | $ | 374,272 | |||||||||||||
| 4,930 | 9,860 | (6) | $ | 73.08 | 02/04/24 | 7,870 | $ | 697,990 | |||||||||||||||||
| 10,480 | 5,240 | (7) | $ | 64.80 | 02/05/23 | ||||||||||||||||||||
| 14,535 | 0 | $ | 49.56 | 01/31/22 | |||||||||||||||||||||
| 17,470 | 0 | $ | 38.31 | 02/02/21 | |||||||||||||||||||||
| 15,309 | 0 | $ | 34.23 | 01/31/18 | |||||||||||||||||||||
Mr. Altmeyer | 0 | 16,595 | (5) | $ | 92.46 | 02/03/25 | 21,897 | $ | 1,942,045 | 4,015 | $ | 356,090 | |||||||||||||
| 6,173 | 12,347 | (6) | $ | 73.08 | 02/04/24 | 9,850 | $ | 873,597 | |||||||||||||||||
| 13,050 | 6,525 | (7) | $ | 64.80 | 02/05/23 | ||||||||||||||||||||
| 22,230 | 0 | $ | 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 | |||||||||||||||||||||
Mr. Berlin | 0 | 13,420 | (5) | $ | 92.46 | 02/03/25 | 15,726 | $ | 1,394,739 | 3,245 | $ | 287,799 | |||||||||||||
| 4,287 | 8,573 | (6) | $ | 73.08 | 02/04/24 | 6,840 | $ | 606,640 | |||||||||||||||||
| 9,050 | 4,525 | (7) | $ | 64.80 | 02/05/23 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2016 | May 5, 2017 | May 19, 2017 | June 1, 2017 | December 31, 2017 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | 25,860 | 0 | 0 | 0 | 21,495 | |||||||||||
Mr. Ford | 4,275 | 0 | 0 | 0 | 3,515 | |||||||||||
Mr. Koch | 3,935 | 13,579 | 0 | 0 | 4,220 | |||||||||||
Mr. Altmeyer | 4,925 | 0 | 0 | 12,957 | 4,015 | |||||||||||
Mr. Berlin | 3,420 | 0 | 9,061 | 0 | 3,245 | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
shareholders (share stockholders (Share appreciation plus dividends) relative to the total shareholder
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 2015.2017.
| | 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 | 315,590 | $ | 17,526,247 | 71,426 | $ | 6,334,772 | |||||||
Mr. Ford | 33,500 | $ | 2,186,889 | 11,807 | (3) | $ | 1,047,163 | ||||||
Mr. Koch | 17,144 | $ | 1,236,648 | 10,825 | (3) | $ | 960,069 | ||||||
Mr. Altmeyer | 58,500 | $ | 3,797,721 | 13,477 | (3) | $ | 1,195,275 | ||||||
Mr. Berlin | 14,535 | $ | 705,997 | 9,346 | $ | 828,897 | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 Retirement Plan for Employees of Carlisle Corporation (the "Retirement Plan") and the Carlisle, CorporationLLC Supplemental Pension 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, 20152017 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 | n/a | n/a | n/a | ||||||||
Supplemental Pension Plan | 8.58 | $ | 6,079,056 | $ | 0 | |||||||
Mr. Ford | Retirement Plan | 19.50 | $ | 238,646 | $ | 0 | ||||||
Supplemental Pension Plan | 19.50 | $ | 471,393 | $ | 0 | |||||||
Mr. Koch | Retirement Plan | n/a | n/a | n/a | ||||||||
Supplemental Pension Plan | 6.92 | $ | 221,668 | $ | 0 | |||||||
Mr. Altmeyer | Retirement Plan | 25.58 | $ | 335,967 | $ | 0 | ||||||
Supplemental Pension Plan | 25.58 | $ | 1,004,324 | $ | 0 | |||||||
Mr. Berlin | Retirement Plan | 25.58 | $ | 318,141 | $ | 0 | ||||||
Supplemental Pension Plan | 25.58 | $ | 427,821 | $ | 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 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
the plans for years of service in addition to their actual years of service presented in the table. Messrs. RobertsKoch and KochRoche commenced employment after December 31, 2004 and are not eligible to participate in the Retirement Plan.
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) Plan during 2015.2017.
The Supplementalsupplemental 401(k) Plan 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 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) Plan are 100% vested and 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 (Losses) in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 124,320 | $ | 124,320 | $ | 52,144 | $ | 0 | $ | 1,361,150 | ||||||
Mr. Ford | $ | 495,900 | $ | 52,812 | $ | 64,121 | $ | 0 | $ | 1,724,789 | ||||||
Mr. Koch | $ | 67,564 | $ | 67,564 | $ | (4,325 | ) | $ | 0 | $ | 148,698 | |||||
Mr. Altmeyer | $ | 746,230 | $ | 56,468 | $ | 79,612 | $ | 0 | $ | 2,128,729 | ||||||
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 | 2016 Annual Meeting Proxy Statement (see Table on page 31) | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mr. Roberts | $ | 1,015,598 | $ | 261,793 | $ | 1,277,391 | ||||
Mr. Ford | $ | 1,053,029 | $ | 564,870 | $ | 1,617,899 | ||||
Mr. Koch | $ | 18,200 | $ | 135,128 | $ | 153,328 | ||||
Mr. Altmeyer | $ | 1,180,933 | $ | 822,765 | $ | 2,003,698 | ||||
| | | | | | | | | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| | 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, 2015,2017, the named executives had the following number of deferred Shares credited to their accounts under the Supplementalsupplemental 401(k) Plan with the following values based on the closing market value of the Shares on December 31, 201529, 2017 of $88.69.$113.65.
| Name | Number of Deferred Shares | Value of Deferred Shares | |||||
|---|---|---|---|---|---|---|---|
Mr. Roberts | 55,680 | $ | 4,938,259 | ||||
Mr. Ford | 51,769 | $ | 4,591,393 | ||||
Mr. Koch | 980 | $ | 86,916 | ||||
Mr. Altmeyer | 85,041 | $ | 7,542,286 | ||||
Mr. Berlin | 1,000 | $ | 88.69 | ||||
| | | | | | | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| | 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-Change 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, 20152017 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 | $ | 4,199,915 | $ | 8,399,830 | $ | 0 | $ | 0 | $ | 12,599,745 | ||||||||
Mr. Ford | $ | 4,454,100 | $ | 30,000 | $ | 303,824 | $ | 690,895 | $ | 1,381,790 | $ | 0 | $ | (281,899 | ) | $ | 6,578,710 | ||||||||
Mr. Koch | $ | 5,732,100 | $ | 30,000 | $ | 279,098 | $ | 1,927,588 | $ | 1,446,534 | $ | 335,967 | $ | 2,573,070 | $ | 12,324,357 | |||||||||
Mr. Altmeyer | $ | 4,959,900 | $ | 30,000 | $ | 348,619 | $ | 1,942,045 | $ | 1,585,777 | $ | 0 | $ | 0 | $ | 8,866,341 | |||||||||
Mr. Berlin | $ | 3,605,100 | $ | 30,000 | $ | 241,927 | $ | 1,394,739 | $ | 1,182,238 | $ | 427,821 | $ | (569,467 | ) | $ | 6,312,358 | ||||||||
| | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2015.12, 2017. None of the directors who served on the Compensation Committee during 2015in fiscal 2017 has ever served as one of the Company's officers or employees or had any interlocking relationships requiringrelationship with the Company or any of its subsidiaries since the beginning of fiscal 2017 pursuant to which disclosure would be required under applicablethe SEC rules and regulations.pertaining to the disclosure of transactions with related persons. During 2015,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 officersofficer 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 Corrine D. Ricard Jesse G. Singh |
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 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 2015.2017.
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 Paid to Independent Registered Public Accounting Firm" 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, 2015 and 2014 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.
| | 2015 | 2014 | |||||
|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 4,600,000 | $ | 3,409,500 | |||
Audit Related Fees | $ | 0 | $ | 0 | |||
Tax Fees(2) | $ | 400,000 | $ | 400,000 | |||
All Other Fees | $ | 0 | $ | 0 | |||
| | 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 | |||
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 18 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 2016 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 18 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 annual advisory votes onof the Company's named executive compensation and expects to conduct the next advisory vote at theofficers in fiscal 2017 Annual Meeting of Shareholders.as disclosed in this Proxy Statement.
The Board unanimously recommendsUnless a proxy is marked to give a different direction, the persons named in the proxy will vote "FOR"FOR" the resolution.approval, on an advisory basis, of the compensation of the Company's named executive officers in fiscal 2017 as disclosed in this Proxy Statement.
PROPOSAL THREE:STOCKHOLDER PROPOSALS FORTO RATIFY THE APPOINTMENT2019 ANNUAL MEETING OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRMSTOCKHOLDERS
The Audit Committee has engaged E&Y asAny stockholder proposal intended to be included in the Company's independent registered public accounting firm to audit the Company's financial statementsproxy statement and the effectivenessform of the Company's internal controls over financial reportingproxy for the year ending December 31, 2016. 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 2015.
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 20162019 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.
SHAREHOLDER PROPOSALS FOR PRESENTATIONAT THE 2017 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 2017 Annual Meeting, the proposalStockholders 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 December 2, 2016. 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 2017first 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 18, 2017 or later than February 17, 2017. 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 2017 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 2017 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 17, 2017. 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 2017 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 23, 20167, 2018 were beneficially owned before March 23, 2012,7, 2014, entitling such shareholderstockholder to five votes per Share, and how many were acquired after March 22, 2012,6, 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 22, 2012,6, 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 23, 20167, 2018 whose Shares on the records of the Company show the following:
(i) that such shareholderstockholder had beneficial ownership of such Shares before March 23, 2012,7, 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 22, 2012,6, 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 A to this Proxy Statement for those exceptions.
By resolution duly adopted by the Board of Directors of the Company pursuant to subparagraph 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 Directors, | ||
Robert M. Roche Vice President and Chief Financial Officer |
Dated: March 31, 201619, 2018
Subparagraph B of Article FOURTHFourth of
the Restated Certificate
of Incorporation of Carlisle Companies Incorporated
(I) EACH OUTSTANDING SHARE OF COMMON STOCK SHALL ENTITLE THE HOLDER THEREOF TO FIVEB. (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 ONEvotes on each matter properly submitted to the stockholders 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 BEENvote 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 stockholders of the Corporation who are entitled to vote or to take any other action.
(ii) 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: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 following:
(A) VOTING POWER, WHICH INCLUDES, WITHOUT LIMITATION, THE POWER TO VOTE OR TO DIRECT THE VOTING POWER OF SUCH SHARE OF COMMON STOCK.(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.(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.(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.(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(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.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(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.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) 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)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 SUBPARAGRAPHinclusive, of this subparagraph B WITH RESPECT TO SUCH OUTSTANDINGwith 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 stockholders 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.
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 (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 FOR ANY PERIOD ENDING ON OR BEFORE MAY 30, 1990)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), 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 MAYincluding contracts providing for options, rights of first refusal and similar arrangements, in existence on 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 MAYand 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 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.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(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(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).
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 (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(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 FOURof 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.-year period preceding the appointment of such successor trustee.
(V) FOR PURPOSES OF THIS SUBPARAGRAPH(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.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 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.(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(vii) Each outstanding share of Common Stock, whether at any particular time the holder thereof is entitled to exercise five (5) VOTES OR ONEvotes 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.
2014 Towers Watson Executive Compensation DatabaseGeneral Industry Companies
A.O. SmithAGL ResourcesAMETEKAaron'sAcuity BrandsAgilent TechnologiesAlexion PharmaceuticalsAllegionAlliant EnergyAmerenAmericas StyrenicsAndersonsApollo Education GroupArcadisArmstrong World IndustriesAsbury Automotive GroupAshlandAtmos EnergyAuto Club GroupAvery DennisonAxiall CorporationBabcock & WilcoxBattelle Memorial InstituteBig LotsBooz Allen HamiltonBremboBroadridge Financial SolutionsC.R. BardCDK GlobalCF IndustriesCMS EnergyCNO FinancialCPS EnergyCablevision SystemsCabotCarle Foundation HospitalCarpenter TechnologyCatalent Pharma SolutionsCelesticaChemturaCityvote, shall be identical to all other shares of AustinClearwater Paper CorporationCliffs Natural ResourcesColumbia SportswearCommScopeCommercial MetalsConvergysCooper Standard AutomotiveCovanceCrown CastleCurtiss-WrightCytec IndustriesDST SystemsDarden RestaurantsDeVry Education GroupDelta Dental PlanCommon Stock in all respects, and together the outstanding shares of MichiganDentsplyDiscovery CommunicationsDonaldsonDow CorningDr Pepper Snapple GroupEQT CorporationEastman KodakEdwards LifesciencesEnable Midstream PartnersEndoEquifaxEsterline TechnologiesFederal Reserve BankCommon Stock shall constitute a single class of AtlantaFederal Reserve Bankshares of ClevelandFirst SolarFiservFortune Brands Home & SecurityFrontier CommunicationsGranite ConstructionGraphic PackagingGreat American InsuranceH&R BlockH.B. FullerHNIHanesbrandsHarman International IndustriesHarrisHarscoHasbroHealthSouth CorporationHenry Ford Health SystemsHerman MillerHexcelHospiraHost Hotels & ResortsIDEX CorporationIMS HealthITT CorporationIntelsatIntercontinental Hotels GroupInternational Flavors & FragrancesInternational Game TechnologyItronJ.M. SmuckerJEAJetBlue AirwaysK. Hovnanian CompaniesKB HomeKBRKelly ServicesKennametalKeurig Green MountainKeysight TechnologiesKinross GoldLeggett and PlattLeidosLevel 3 CommunicationsLexmarkLincoln ElectricLinkedInLonzaMDU ResourcesMagellan Midstream PartnersMartin Marietta MaterialsMattelMeadWestvacoMeritorMillicom International CellularMolson Coors BrewingNCRNew York Power AuthorityNew York UniversityNewmont MiningNiSourceNortekNu Skin EnterprisesNuance CommunicationsOGE EnergyONE GasOmnicareOshkoshOuterwallOwens CorningOwens-IllinoisPAREXELParmalatPiedmont HealthcarePinnacle West CapitalPitney BowesPlexusPolaris IndustriesPolyOnePortland General ElectricPuget Sound EnergyPulteGroupQuad/GraphicsQuintilesRegal-BeloitRevlonRockwell AutomationRockwell CollinsRowan CompaniesRyder SystemSCANASNC-LavalinSPXSSABSalt River ProjectSantee CooperScholasticScotts Miracle-GroScripps Networks Interactive
ServiceMaster CompanySigma-AldrichSmiths GroupSnap-onSonoco ProductsSouthwest GasSpectra EnergySpirit AeroSystemsSpirit AirlinesSt. Jude MedicalStanford UniversityStarwood Hotels & ResortsSteelcaseTECO EnergyTempur SealyTeradataTiffany & Co.TimkenToroTotal System Service (TSYS)Tribune MediaTupperware BrandsUNS EnergyUnisysUnited Launch AllianceUnited RentalsUniversity of Texas—M.D. Anderson Cancer CenterVWR InternationalVectrenVersoVesuviusVulcan MaterialsWendy's GroupWestar EnergyWhiteWave FoodsWisconsin EnergyWyndham WorldwideXylemZimmer
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 meeting 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 1160516430 NORTH COMMUNITY HOUSESCOTTSDALE ROAD, SUITE 600 CHARLOTTE, NC 28277400 SCOTTSDALE, AZ 85254 ATTN: STEVEN J. FORD, VICE PRESIDENT AND CHIEF FINANCIAL OFFICERROBERT 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: E02806-P75459E40885-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. Robin J. AdamsJames D. Frias 1b. Corrine D. Christian KochRicard 1c. DavidLawrence A. RobertsSala For Against Abstain ! ! ! ! ! ! 2. An advisory vote to approve the Company’s executive compensation. 3. To ratify the appointment of ErnstDeloitte & YoungTouche LLP as the Company’sCompany's independent registered public accounting firm for fiscal 2018. 3. To approve, on an advisory basis, the 2016Company's named executive officer compensation in fiscal year.2017. 4. To transact any other business properly brought before the meeting. For address changes and/or comments, 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 authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of 20162018 Annual Meeting of Shareholders, Proxy Statement, 20152017 Annual Report and Form 10-K are available at www.proxyvote.com. E02807-P75459E40886-P03758 CARLISLE COMPANIES INCORPORATED Annual Meeting of Shareholders May 18, 20162, 2018 8:00 AM EDT This proxy is solicited by the Board of Directors David A. Roberts and Steven J. Ford,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 Carlisle Companies Corporate Headquarters, 11605 N. Community House Rd., Suite 600, Charlotte, NC 28277,Accella Performance Materials, 100 Enterprise Drive, Cartersville, GA 30120, on Wednesday, May 18, 20162, 2018 at 8:00 AM ET,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" Proposals 2 andProposal 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:
