Item 2.02. Results of Operations and Financial Condition.
See the attached press release reporting the fourth quarter of 2021 earnings of
Carlisle Companies Incorporated (the "Company") hereby furnished.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 10, 2022, the Company announced the appointment of Kevin P. Zdimal
as Vice President and Chief Financial Officer of the Company, effective March 1,
2022, succeeding Robert M. Roche who is stepping down from the Company as part
of a planned transition after holding that position since February 15, 2017.
Mr. Zdimal, age 51, has held several leadership positions at Carlisle starting
in 1995, including Vice President, Finance and Administration of Carlisle
Interconnect Technologies for periods from January 1999 to August 2008,
Treasurer of the Company from September 2008 to May 2010, Vice President and
Chief Accounting Officer of the Company from May 2010 to May 2016, Vice
President, Business Development of the Company from May 2016 to May 2018 and
most recently as Vice President, Corporate Development for the Company. Prior to
joining Carlisle, Mr. Zdimal was employed by Coopers & Lybrand for three years.
In connection with his appointment as Vice President and Chief Financial
Officer, Mr. Zdimal will receive an annual base salary of $630,000, subject to
increase from time to time at the discretion of the Compensation Committee of
the Board (the "Compensation Committee"). Pursuant to the Company's Incentive
Compensation Program (the "Incentive Compensation Program"), Mr. Zdimal will be
eligible to earn an annual bonus equal to 80% to 160% of his base salary, based
on the Company's prior year performance and subject to the discretion and
approval of the Compensation Committee, and will be eligible for annual
long-term incentive equity grants with a grant date target value equal to 200%
of his base salary, with the first annual award made on February 8, 2022. The
Company's annual equity grants currently include stock options, performance
shares and time-vested restricted stock (each weighted 33-1/3%). All of the
Company's equity grants contain restrictive covenants which will prohibit Mr.
Zdimal from (i) competing with the Company or soliciting or employing any
Company personnel for one year following his termination or (ii) disclosing any
of the Company's confidential or non-public information. Mr. Zdimal will
continue to participate in the Company's defined benefit retirement plan, the
supplemental pension plan (as amended, the "Supplemental Retirement Plan"), the
deferred compensation plan (as amended, the "Deferred Compensation Plan") and
all other of the Company's employee benefit plans from time to time in effect
and available to the Company's senior executives, which are outlined in the
Company's definitive proxy statement on Schedule 14A filed with the Securities
and Exchange Commission on March 23, 2021 (the "2021 Proxy Statement"). The
material elements of the Company's executive compensation program are described
under the heading "Compensation Discussion and Analysis" in the 2021 Proxy
Statement.
Mr. Zdimal will also continue as a party to the Company's standard executive
severance agreement (the "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. In the event that Mr.
Zdimal's employment is terminated within three years of a "change of control,"
he would be entitled to three years compensation, including bonus, retirement
benefits equal to the benefits he would have received had he completed three
additional years of employment with the Company, equity vesting and continuation
of all life, accident, health, savings and other fringe benefits, all in
accordance with and subject to the terms of the Executive Severance Agreement.
The foregoing descriptions of the Incentive Compensation Program, the
Supplemental Pension Plan, the Deferred Compensation Plan and the Executive
Severance Agreement are qualified in their entirety by reference to the full
text of such plans or agreements. A copy of the Incentive Compensation Program
(as amended and restated) is filed as Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019. A copy of the
Supplemental Pension Plan (as amended and restated) is filed as Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2019. A copy of the Deferred Compensation Plan (as amended and restated) is
filed as Exhibit 10.1 to this Current Report on Form 8-K. A copy of the form of
the Executive Severance Agreement is filed as Exhibit 10.2 to the Company's
Current Report on Form 8-K/A filed on April 12, 2017.
There are no arrangements or understandings between Mr. Zdimal and any other
person pursuant to which he was selected as Vice President and Chief Financial
Officer, nor are there any transactions involving the Company and Mr. Zdimal
that the Company would be required to report pursuant to Item 404(a) of
Regulation S-K.
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Item 8.01. Other Events.
On February 10, 2022, the Company also announced that it has realigned its
construction materials businesses into two segments organized around its
products and applications for the sustainable Building Envelope. The two
segments are Carlisle Construction Materials and Carlisle Weatherproofing
Technologies. The realignment will be reflected in the Company's quarterly and
full-year 2022 financial results. No changes have been made to either of the
Company's other two segments - Carlisle Interconnect Technologies or Carlisle
Fluid Technologies.
In connection with the realignment of the Company's construction materials
business, the Company announced the appointment of Steve Schwar and Frank Ready
as Presidents of the business segments, Carlisle Construction Materials and
Carlisle Weatherproofing Technologies, respectively, both reporting to Nick
Shears, Group President.
Copies of the Company's press releases relating to Item 2.02, Item 5.02 and Item
8.01 herein are attached hereto as Exhibit 99.1 and 99.2 and incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Title
10.1 Carlisle Companies Incorporated Amended and Restated Nonqualified Deferred
Compensation Plan.
99.1 Press release reporting fourth quarter 2021 earnings of Carlisle Companies
Incorporated.
99.2 Press release announcing leadership changes and new segment structure.
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