Form 8-K CARLISLE COMPANIES INC For: Dec 12

December 15, 2017 4:32 PM

 

 

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):  December 12, 2017

 


 

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

1-9278

 

31-1168055

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

16430 North Scottsdale Road, Suite 400
Scottsdale, Arizona

 

85254

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (480) 781-5000

 

N/A

(Former name or former address, if changed since last report.)

 


 

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))

 

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 o

 

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.  o

 

 

 



 

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

 

(d)                                 On December 12, 2017, the Board of Directors (the “Board”) of Carlisle Companies Incorporated (the “Company”) elected Jesse G. Singh to the Board, effective that day, as part of the class with a term expiring at the Company’s 2020 annual meeting of stockholders.  Mr. Singh has been appointed to serve on the Corporate Governance and Nominating Committee and the Compensation Committee of the Board.  There are no arrangements or understandings between Mr. Singh and any other persons pursuant to which he was selected as a director.  Additionally, there are no transactions involving the Company and Mr. Singh that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

 

Mr. Singh will receive compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described under the caption “Remuneration of Directors” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 8, 2017, as adjusted by the Board from time to time.  Specifically, in connection with his election as a director, Mr. Singh received an award of 447 restricted stock units having a value of $50,000.

 

A copy of the related press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit
Number

 

Description

99.1

 

Press Release of Carlisle Companies Incorporated issued December 13, 2017 announcing the appointment of Mr. Singh.

 



 

SIGNATURES

 

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: December 15, 2017

By:

/s/ Robert M. Roche

 

 

Robert M. Roche

 

 

Vice President and Chief Financial Officer

 


Exhibit 99.1

 

PRESS RELEASE

 

12/13/17

 

Carlisle Companies Incorporated Elects Jesse Singh to Board of Directors

 

SCOTTSDALE, ARIZONA, December 13, 2017 — Carlisle Companies Incorporated (NYSE: CSL) announced today that Jesse Singh, Chief Executive Officer of CPG International, has been elected to its Board of Directors, effective immediately. CPG International is a manufacturer of market-leading brands of highly engineered, premium, low-maintenance building products for residential and industrial markets.

 

Prior to joining CPG International, Mr. Singh served in a variety of leadership and international roles at 3M, including President of 3M Health Information Systems, Senior Vice President of Marketing and Sales, Vice President of Stationary and Office Supplies, and President of Sumitomo 3M in Japan. Mr. Singh also spent several years in general management, marketing and account management positions for GE and Arthur Andersen. Mr. Singh holds a bachelor’s degree from Rensselaer Polytechnic Institute and an MBA from the University of Chicago Booth School of Business.

 

David A. Roberts, Chairman, said, “We are extremely pleased to have Jesse join our board. Leveraging his extensive, broad-based experience at industrial companies with diversified portfolios, Jesse will contribute significant value to Carlisle and its shareholders as we continue to pursue our growth strategies.”

 

About Carlisle Companies Incorporated

 

Carlisle Companies Incorporated is a diversified, global portfolio of niche brands and businesses with highly engineered and high margin products. Carlisle is committed to generating superior shareholder returns by combining a unique management style of decentralization, entrepreneurial spirit, active M&A, and a balanced approach to capital deployment, all with a culture of continuous improvement as embodied in the Carlisle Operating System. Carlisle’s markets include: commercial roofing, agriculture, mining, construction, aerospace, defense, foodservice, healthcare, sanitary maintenance, transportation, industrial, protective coating and auto refinishing. Carlisle’s worldwide team of employees generated $3.7 billion in net sales in 2016. Learn more about Carlisle at www.carlisle.com.

 

CONTACT:

Steven J. Ford

 

Vice President of Investor Relations, Secretary and General Counsel

 

Carlisle Companies Inc.

 

(480) 781-5000

 

www.carlisle.com

 


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