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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________
FORM 8-K
_____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_____________________________________________________
Date of Report (Date of earliest event reported): August 9, 2022
www.carlisle.com
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| Delaware | | 001-09278 | | 31-1168055 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254
(Address of principal executive offices, including zip code)
480-781-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of exchange on which registered |
| Common stock, $1 par value | | CSL | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 9, 2022, Carlisle Companies Incorporated (the “Company”) announced that Nicholas J. Shears will retire from the Company as Group President of Carlisle Construction Materials, effective September 30, 2022, after 38 years of valuable service to the Company.
In connection with Mr. Shears’ retirement, the Company entered into a letter agreement with Mr. Shears, which will become effective on October 1, 2022, subject to Mr. Shears’ retirement on September 30, 2022 (the “Letter Agreement”). In accordance with the Letter Agreement, Mr. Shears will provide services to the Company as a consultant for a period of nine (9) months ending June 30, 2023. In his capacity as a consultant to the Company, Mr. Shears will perform all services and projects and assist with a smooth transition of his position as may be requested by the Chair and Chief Executive Officer of the Company. Under the Letter Agreement, Mr. Shears will receive a monthly consulting fee of $117,350 on the fifteenth (15th) day of each month for the term of the Letter Agreement. Mr. Shears will also be eligible for a cash bonus payment with respect to 2022 in accordance with the Company’s Incentive Compensation Program (the “Program”) to be paid no later than March 15, 2023.
The foregoing reference to the Incentive Compensation Program is qualified in its entirety by reference to the full text of the Program. A copy of the Program (as amended and restated) is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 5, 2022.
The preceding summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the Company’s press release relating to Item 5.02 herein is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | | | | | | | |
| Exhibit Number | | Exhibit Title |
| | | | Letter Agreement, dated August 9, 2022, between the Company and Nicholas J. Shears |
| | | | Press Release, dated August 9, 2022, titled "Carlisle Companies Announces the Retirement of Nicholas J. Shears as Group President of Carlisle Construction Materials." |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | CARLISLE COMPANIES INCORPORATED |
| | | |
| Date: | August 9, 2022 | By: | /s/ Kevin P. Zdimal |
| | | Kevin P. Zdimal |
| | | Vice President and Chief Financial Officer |
PERSONAL & CONFIDENTIAL
TO: Nicholas J. Shears
FROM: D. Christian Koch
DATE: August 9, 2022
This letter agreement (the “Agreement”) outlines the terms and conditions under which, after your retirement from the Company, you will be engaged as a consultant to Carlisle Companies Incorporated and, to the extent applicable, its subsidiaries and affiliates (collectively, the “Company”).
1.So long as you have retired from the Company by September 30, 2022, the term of your consultancy (“Term”) will commence on October 1, 2022 and end on June 30, 2023. In your capacity as a consultant, you will perform all services and projects and assist with a smooth transition of your current position as may be requested by the Chair and Chief Executive Officer of the Company, including attendance and participation in meetings with constituents of the Company.
2.As consideration for your consultancy services, the Company will pay you $117,350 per month on the fifteenth day of each month during the Term. The Company also agrees to pay you a full year cash bonus with respect to 2022 based on a target bonus opportunity of 75% of $704,000, adjusted by the level of achievement of the financial performance measures established for your current position by the Compensation Committee for 2022 (applied consistent with past practices), such payment to be determined and made following the Compensation Committee’s approval in February 2023, but in all events payable no later than March 15, 2023. The Company will report the full amounts of the consulting payments to you by filing Form 1099-NEC with the Internal Revenue Service without any withholdings or employment-related deductions. With respect to the consulting payments, you agree to accept exclusive liability for complying with all applicable state and federal tax laws governing self-employed individuals. Any bonus payment made to you under this Agreement will be subject to applicable employment-related withholding taxes.
3.Your relationship with the Company under this Agreement will be that of an independent contractor and nothing in this Agreement should be construed to create an employer-employee relationship between you and the Company. You shall not be an agent of the Company and will not be authorized to make any representation, warranty, contract, or commitment on behalf of the Company.
4.The payments under this Agreement are intended to be either exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and this Agreement shall be interpreted consistent with this intent. The Company agrees that upon your retirement from the Company preceding the commencement of the Term of this Agreement, you will incur a “separation from service” for purposes of Section 409A and, as such, you will only be required to provide consulting services under this Agreement consistent with your incurring a “separation from service” on such date. Your right to receive monthly consulting payments under this Agreement shall be treated as a right to receive a series of separate and distinct payments. With respect to any payment under this Agreement that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service” (after applying all applicable exemptions), such payment shall be made
16430 N. Scottsdale Road, Suite 400, Scottsdale, AZ 85254 480.781.5000 www. carlisle.com
or provided on the first business day following the expiration of the six (6)-month period measured from the commencement date of the Term (“Delay Period”) and upon such date, any payments delayed pursuant to this sentence (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to you on the first business day following the Delay Period.
5.This Agreement will be governed by the laws of the State of Arizona and any proceeding arising out of or relating to this Agreement will be in the United States District Court for the District of Arizona or the Maricopa County, Arizona Superior Court, and you agree to be subject to the personal jurisdiction of these courts.
6.This Agreement sets forth the entire agreement between you and the Company with respect to the subject matter hereof and sets forth all amounts payable to you in connection with your consultancy for the Company. This Agreement may not be modified except by a writing signed by both parties.
Please review and sign two copies of this Agreement as your acknowledgement and agreement to the above terms and conditions and return one copy to me. The other copy is for your records.
CARLISLE COMPANIES INCORPORATED
By: /s/ D. Christian Koch__________________
D. Christian Koch
Chair, President and Chief Executive Officer
AGREED AND ACCEPTED:
_ /s/ Nicholas Shears ___________________
Nicholas J. Shears
Dated: August 9, 2022______________________
8/9/22
Carlisle Companies Announces the Retirement of Nicholas J. Shears as Group President of Carlisle Construction Materials
SCOTTSDALE, ARIZONA, August 9, 2022 - Carlisle Companies Incorporated (NYSE: CSL) today announced that Nicholas J. Shears will retire as Group President of Carlisle Construction Materials LLC (“CCM”) after thirty-eight years of service to Carlisle, effective September 30, 2022. Mr. Shears’ planned retirement coincides with Carlisle’s February 2022 realignment of its construction materials business and appointment of Steve Schwar as President of Carlisle Construction Materials and Frank Ready as President of Carlisle Weatherproofing Technologies. Upon his retirement, Mr. Shears will continue to provide consultancy services to CCM for a period of nine months in order to assure a smooth transition of his position.
Over his career at CCM, Mr. Shears served as President, Executive Vice President, Sales & Marketing and held engineering and other executive sales and marketing positions.
Chris Koch, Chair, President and Chief Executive Officer, said, “Over his long tenure with CCM, Nick has participated in and led the impressive sales and earnings growth at CCM as well as contributed significantly to the development and implementation of CCM’s strategic and operating initiatives and to the advancement of Vision 2025. On behalf of the entire Carlisle community, I thank Nick for his many contributions to Carlisle and wish him the best in his well-earned retirement.”
About Carlisle Companies Incorporated
Carlisle Companies Incorporated is a leading supplier of innovative Building Envelope products and energy-efficient solutions for customers creating sustainable buildings of the future. Through its construction materials businesses (CCM and CWT) and family of leading brands, Carlisle delivers innovative, labor-reducing and environmentally responsible products and solutions to customers through the Carlisle Experience. Over the life of a building, Carlisle’s products help drive lower greenhouse gas emissions, improve energy savings for building owners and operators, and increase a building’s resiliency to the elements. Driven by its strategic plan, Vision 2025, Carlisle is committed to generating superior shareholder returns and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Carlisle also is a leading provider of products to the Aerospace, Medical Technologies and General Industrial markets through its Interconnect Technologies (CIT) and Fluid Technologies (CFT) business segments.
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Contact: | Jim Giannakouros, CFA |
| Vice President of Investor Relations |
| (480) 781-5135 |
| jgiannakouros@carlisle.com |
