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(State
or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
i16430 North Scottsdale Road, iSuite
400, iScottsdale, iArizonai85254
(Address
of principal executive offices, including zip code)
i480-i781-5000
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon
stock, $1 par value
iCSL
iNew 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).
i☐ 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.
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.
