CARLISLE COMPANIES INC. DEF 14A Filing

TL;DR

<b>Carlisle Companies Inc. files its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023, detailing executive compensation and corporate governance.</b>

AI Summary

CARLISLE COMPANIES INC (CSL) filed a Proxy Statement (DEF 14A) with the SEC on March 19, 2024. The filing is a Definitive Proxy Statement (DEF 14A) for Carlisle Companies Inc. The report covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 16430 N. Scottsdale Rd., Suite 400, Scottsdale, AZ 85254. The filing includes data related to executive compensation components for PEO and Non-PEO members. Specific data points include pension benefit adjustments, service costs, and equity award adjustments for the fiscal year 2023.

Why It Matters

For investors and stakeholders tracking CARLISLE COMPANIES INC, this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it outlines executive compensation packages and provides information for upcoming shareholder votes. The detailed breakdown of compensation components, including equity awards and pension benefits, allows investors to assess management's alignment with company performance and shareholder interests.

Risk Assessment

Risk Level: low — CARLISLE COMPANIES INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-19 — Filing Date (Date of submission)
• 2020-01-01 — Start Date for Compensation Data (Data pertains to fiscal year 2020)
• 2023-12-31 — End Date for Compensation Data (Data pertains to fiscal year 2023)

Key Players & Entities

• CARLISLE COMPANIES INC (company) — Filer name
• DEF 14A (filing) — Form type
• 2024-03-19 (date) — Filing date
• 16430 N. SCOTTSDALE RD. SUITE 400 (address) — Business address
• 480-781-5000 (phone) — Business phone

FAQ

Industry Context

Carlisle Companies Inc. operates in the fabricated rubber products sector, a segment of the broader manufacturing industry.

Regulatory Implications

As a publicly traded company, Carlisle Companies Inc. is subject to SEC regulations governing proxy statements and corporate disclosures.

What Investors Should Do

1. Analyze the executive compensation breakdown for PEO and Non-PEO members.
2. Review any proposals or resolutions presented for shareholder vote.
3. Compare compensation trends with previous fiscal years if available in prior filings.

Key Dates

• 2024-03-19: Filing Date — Submission of the Definitive Proxy Statement (DEF 14A).
• 2023-12-31: Fiscal Year End — Period covered by the financial and compensation data in the filing.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard disclosure document. Specific comparative data from the previous filing is not detailed within this document excerpt.

Filing Documents

• d767067ddef14a.htm (DEF 14A) — 1707KB
• g767067g01p01.jpg (GRAPHIC) — 34KB
• g767067g24a53.jpg (GRAPHIC) — 271KB
• g767067g25a54.jpg (GRAPHIC) — 212KB
• g767067g50r02.jpg (GRAPHIC) — 120KB
• g767067g51i03.jpg (GRAPHIC) — 80KB
• g767067g52y04.jpg (GRAPHIC) — 79KB
• 0001193125-24-070684.txt (&nbsp;) — 4939KB
• csl-20231231.xsd (EX-101.SCH) — 6KB
• csl-20231231_def.xml (EX-101.DEF) — 7KB
• csl-20231231_lab.xml (EX-101.LAB) — 11KB
• csl-20231231_pre.xml (EX-101.PRE) — 6KB
• d767067ddef14a_htm.xml (XML) — 464KB

Security Ownership

Security Ownership 5 A. Certain Beneficial Owners 5 B. Management 6 Proposal 1: Election of Directors 8 A. Business Experience of Directors 9 B. Specific Experience and Skills of Directors 13 Corporate Governance 16 A. The Board of Directors 16 B. Documents Available 16 C. Director Independence 16 D. Board Leadership Structure 17 E. Board Committees 18 F. Director Meeting Attendance 19 G. Director Nomination Process 19 H. Director Nominations by Stockholders 20 I. Related Person Transactions 20 J. The Board's Role in Risk Oversight 20 K. Director, Officer and Employee Hedging 22 L. Insider Trading Policies and Procedures 22 M. Communications with the Board of Directors 22 N. Director Refreshment 22 Proposal 2: Adoption of Amendment to the Company's Charter to Remove the Advance Notice Requirements for Director Nominations and Move Them to the Company's Bylaws 23 A. Background 23 B. Reasons for the Advance Notice Charter Amendment 23 C. Description of the Proposed Advance Notice Charter Amendment 24 D. Overview of Related Proposed Changes to the Company's Bylaws 24 E. Impact of Vote 24 F. Not Conditioned on Proposal 3 25 Proposal 3: Adoption of Amendment to the Company's Charter to Reflect Recent Delaware Law Changes Regarding Officer Exculpation 26 A. Background 26 B. Reasons for the Officer Exculpation Charter Amendment 26 C. Description of the Proposed Officer Exculpation Charter Amendment 26 D. Impact of Vote 27 E. Not Conditioned on Proposal 2 27 Director Compensation 28 Compensation Discussion and Analysis 31 A. Executive Summary 31 B. Roles of Compensation Committee, Compensation Consultant and Executive Officers in Determining Executive Compensation 32 C. Philosophy and Material Elements of Executive Compensation Program; 2023 Compensation Acti

SECURITY OWNERSHIP

SECURITY OWNERSHIP A. Certain Beneficial Owners The table below provides information about the beneficial ownership of Shares as of February 29, 2024 by each person known by the Company to beneficially own more than 5% of the outstanding Shares as of such date. As defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), "beneficial ownership" means essentially that a person has or shares voting or investment power over shares. It does not necessarily mean that the person enjoys any economic benefit from those shares. The ownership percentages in the table below are based on 47,803,827 Shares outstanding as of February 29, 2024. Name and Address of Beneficial Owner Number of Shares and Nature of Beneficial Ownership Percentage The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, Pennsylvania 19355 5,045,327 (1) 10.6 % BlackRock, Inc. 55 East 52 nd Street New York, New York 10055 4,911,045 (2) 10.3 % (1) This information is based upon a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, Inc. ("Vanguard"). The Schedule 13G/A reports that Vanguard has sole voting power over no Shares, shared voting power over 27,004 Shares, sole investment power over 4,978,446 Shares and shared investment power over 66,881 Shares. (2) This information is based upon a Schedule 13G/A filed with the SEC on March 7, 2024 by BlackRock, Inc. ("BlackRock"). The Schedule 13G/A reports that BlackRock has sole voting power over 4,627,789 Shares, shared voting power over no Shares, sole investment power over 4,911,045 Shares and shared investment power over no Shares. 5 Table of Contents B. Management The table below shows the number and the percentage of Shares beneficially owned as of February 29, 2024 by each director, director nominee and named executive officer and by all directors and executive officers as a group. As of February 29, 2024, a total of 47,803,827 Shares we

View Full Filing

View this DEF 14A filing on SEC EDGAR