Carlisle Files 8-K: Material Agreement & Officer Compensation Changes

TL;DR

**Carlisle just filed an 8-K about a new material agreement and officer compensation changes, but no details yet.**

AI Summary

Carlisle Companies Inc. filed an 8-K on January 30, 2024, indicating an "Entry into a Material Definitive Agreement" and changes related to "Compensatory Arrangements of Certain Officers." While the filing confirms these events occurred, it does not provide specific details about the agreement or the compensation changes. This matters to investors because material agreements and executive compensation directly impact the company's financial health and future performance, but without specifics, the impact remains unclear.

Why It Matters

This filing signals significant corporate actions, including a new material agreement and changes to executive pay, which could affect Carlisle's financial outlook and operational strategy. Investors need to monitor for further disclosures to understand the specific implications.

Risk Assessment

Risk Level: medium — The filing indicates material events without providing specifics, creating uncertainty about their potential positive or negative impact on the company.

Analyst Insight

Investors should await further disclosures from Carlisle Companies Inc. to understand the specific terms and financial implications of the material definitive agreement and the compensatory arrangements, as this filing lacks the necessary details for a comprehensive analysis.

Key Players & Entities

• CARLISLE COMPANIES INCORPORATED (company) — the registrant filing the 8-K
• January 30, 2024 (date) — date of earliest event reported and filing date
• 001-09278 (other) — Commission File Number for Carlisle Companies Inc.

FAQ

Key Financial Figures

• $1 — ange on which registered Common stock, $1 par value CSL New York Stock Exchange
• $2.025 b — for cash consideration in the amount of $2.025 billion, subject to certain customary pur
• $6,183,225 — ve a transaction bonus in the amount of $6,183,225 (the "Transaction Bonus"). The Transact

Filing Documents

• csl-20240130.htm (8-K) — 37KB
• stockpurchaseagreementbetw.htm (EX-2.1) — 918KB
• letteragreement-johnberlin.htm (EX-10.1) — 6KB
• cslcitannouncementrelease.htm (EX-99.1) — 15KB
• carlisle_masterlogoxrgb.jpg (GRAPHIC) — 134KB
• csl-20240130_g1.jpg (GRAPHIC) — 98KB
• image_1.jpg (GRAPHIC) — 98KB
• 0000790051-24-000003.txt ( ) — 1834KB
• csl-20240130.xsd (EX-101.SCH) — 2KB
• csl-20240130_def.xml (EX-101.DEF) — 15KB
• csl-20240130_lab.xml (EX-101.LAB) — 29KB
• csl-20240130_pre.xml (EX-101.PRE) — 16KB
• csl-20240130_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 30, 2024, Carlisle Companies Incorporated, a Delaware corporation (the "Company"), and Amphenol Corporation, a Delaware corporation ("Buyer"), entered into a Stock Purchase Agreement (the "Agreement"), pursuant to which the Company agreed to sell to Buyer, and Buyer agreed to purchase from the Company and certain of its subsidiaries, all of the equity interests of certain direct and indirect wholly-owned subsidiaries of the Company comprising the Company's Carlisle Interconnect Technologies business segment (the "Acquired Business") in exchange for cash consideration in the amount of $2.025 billion, subject to certain customary purchase price adjustments. The Agreement contains customary representations, warranties, covenants and agreements of the parties. The closing of the transactions contemplated by the Agreement (the "Closing") is subject to conditions that include, among others, receipt of regulatory approvals, correctness of the representations and warranties of the parties (subject to certain materiality standards set forth in the Agreement), and compliance in all material respects by the parties with their respective obligations under the Agreement that must complied with by them at or prior to the Closing. The Closing is expected to occur in the second quarter of 2024. The representations, warranties, covenants and agreements set forth in the Agreement have been made only for the purposes of the Agreement and solely for the benefit of the parties to the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures, may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Agree

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 30, 2024, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Title 2.1* Stock Purchase Agreement, dated as of January 30, 2024, by and between Carlisle Companies Incorporated and Amphenol Corporation. 10.1** Letter Agreement, dated January 30, 2024, between Carlisle Companies Incorporated and John E. Berlin. 99.1 Press release of Carlisle Companies Incorporated dated January 30, 2024. 104 Cover page interactive data file (formatted in inline XBRL). * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request. ** Management contract or compensation plan or arrangement in which directors or executive officers are eligible to participate. 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: January 30, 2024 By: /s/ Kevin P. Zdimal Kevin P. Zdimal Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR