Form 8-K CARLISLE COMPANIES INC For: Feb 17

 

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):  February 17, 2016

 

 

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

11605 North Community House Road, Suite 600

Charlotte, North Carolina 28277

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (704) 501-1100

 

 

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:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 17, 2016, the Board of Directors (the “Board”) of Carlisle Companies Incorporated elected Corrine D. Ricard to the Board, effective that day, as part of the class with a term expiring at the 2018 annual meeting of stockholders. Ms. Ricard has been appointed to serve on the Board’s Corporate Governance and Nominating Committee and its Compensation Committee. In connection with her election as a director, Ms. Ricard will receive compensation in accordance with the Company’s director compensation policy for independent directors, specifically a $50,000 restricted share unit grant upon election to the Board and an annual grant of $120,000 of restricted share units. There are no arrangements or understandings between Ms. Ricard and any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Ricard that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

 

A copy of the related press release is filed with this report as Exhibit 99.1.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit Number		Description
99.1		Press Release of Carlisle Companies Incorporated issued February 17, 2016.

 

2

 

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: February 19, 2016	By:	/s/ Steven J. Ford
		Steven J. Ford
		Vice President and Chief Financial Officer

 

3

 

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release of Carlisle Companies Incorporated issued February 17, 2016.

 

4

Exhibit 99.1

 

PRESS RELEASE

 

02/17/16

 

Carlisle Companies Elects Corrine D. Ricard to Board of Directors

 

CHARLOTTE, NORTH CAROLINA, February 17, 2016 - Carlisle Companies Incorporated (NYSE: CSL) announced today that Corrine D. Ricard, Senior Vice President, Human Resources of The Mosaic Company (NYSE:MOS), has been elected to its Board of Directors, effective immediately.  The Mosaic Company (Mosaic) is one of the world’s leading producers and marketers of concentrated phosphate and potash crop nutrients.  Mosaic serves customers in approximately 40 countries. Mosaic is headquartered in Plymouth, MN, with 2015 net sales of $8.9 billion.

 

David A. Roberts, Executive Chairman, said, “We are very excited to have Corrine join our board.  Corrine’s expertise in human resources and business development, in addition to her extensive international experience, will be tremendously valuable to Carlisle and its shareholders as we continue to pursue our growth objectives.”

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” “plans,” “forecast,” and similar expressions, and reflect our expectations concerning the future.  It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: increasing price and product/service competition by foreign and domestic competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; our mix of products/services; increases in raw material costs which cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the successful integration and identification of our strategic acquisitions; the cyclical nature of our businesses; and the outcome of pending and future litigation and governmental proceedings. In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets, and general domestic and international economic

 

 

conditions including interest rate and currency exchange rate fluctuations.  Further, any conflict in the international arena may adversely affect general market conditions and our future performance.  We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release.  We undertake no obligation to update any forward-looking statement.

 

About Carlisle Companies Incorporated

 

Carlisle Companies Incorporated is a global diversified company that designs, manufactures and markets a wide range of products that serve a broad range of niche markets including commercial roofing, energy, agriculture, mining, construction, aerospace and defense electronics, medical technology, foodservice, healthcare, sanitary maintenance, transportation, general industrial, protective coating, wood, specialty and auto refinishing. Through our group of decentralized operating companies led by entrepreneurial management teams, we bring innovative product solutions to solve the challenges facing our customers. Our worldwide team of employees, who generated $3.5 billion in net sales in 2015, is focused on continuously improving the value of the Carlisle brand by developing the best products, ensuring the highest quality and providing unequaled customer service in the many industries we serve. Learn more about Carlisle at www.carlisle.com.

 

CONTACT:	Steven J. Ford
	Vice President & Chief Financial Officer
	Carlisle Companies Incorporated
	(704) 501-1100
	http://www.carlisle.com