UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 19, 2024
www.carlisle.com
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 001-09278 | 31-1168055 | ||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254
(Address of principal executive offices, including zip code)
480-781-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
| Common stock, $1 par value | CSL | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
On July 24, 2024, Carlisle Companies Incorporated (the “Company”) issued a press release regarding the Company’s financial results for the second quarter ended June 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2024, Carlisle Companies Incorporated (the “Company”) appointed Andrew C. Easton Vice President & Chief Accounting Officer and principal accounting officer, succeeding Stephen P. Aldrich in those roles. Mr. Aldrich was appointed Senior Vice President, Finance for Carlisle Construction Materials, LLC. Both appointments are effective August 1, 2024.
Mr. Easton, age 38, joined Carlisle in 2018 as Director of Internal Audit and was promoted to Vice President of Internal Audit in 2022. Prior to joining Carlisle, Mr. Easton was Audit Senior Manager of Data Analytics at Brighthouse Financial. Mr. Easton began his career at Deloitte and spent nine years in its Assurance and Advisory practices. Mr. Easton graduated from Miami University with a B.S in Accounting and Decision Sciences, and is a Certified Public Accountant and Certified Internal Auditor.
In connection with his appointment as principal accounting officer, Mr. Easton will be entitled to participate in the Company’s employee benefit plans from time to time in effect and available to executive officers. Mr. Easton will also enter into the Company’s executive severance agreement, providing for benefits in the event of a “change of control,” defined generally as an acquisition by any third party of 20% or more of the outstanding voting shares of the Company or a change in the majority of the Board of Directors. In the event Mr. Easton’s employment is terminated within three years of a “change of control,” he would be entitled to three years compensation, including bonus, vesting of equity compensation, retirement benefits equal to the benefits he would have received had he completed three additional years of employment with the Company and continuation of all life, accident, health, savings and other fringe benefits, all in accordance with and subject to the terms of the Company’s executive severance agreement.
The foregoing description of the executive severance agreement is qualified in its entirety by reference to the full text of such agreement. A copy of the form of executive severance agreement is filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
There are no arrangements or understandings between Mr. Easton and any other person pursuant to which he was appointed as principal accounting officer, nor are there any transactions involving the Company and Mr. Easton that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title | |||||||
| Press release of Carlisle Companies Incorporated dated July 19, 2024. | ||||||||
| Press release of Carlisle Companies Incorporated dated July 24, 2024. | ||||||||
| 104 | Cover page interactive data file (embedded within the inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARLISLE COMPANIES INCORPORATED | |||||||||||
| Date: | July 24, 2024 | By: | /s/ Kevin P. Zdimal | ||||||||
| Kevin P. Zdimal | |||||||||||
| Vice President and Chief Financial Officer | |||||||||||