Carlisle Companies Inc 8-K, filed Apr 15, 2021
Carlisle Companies Inc (CSL)
8-K
2021-04-15
For: 2021-04-15
View Original
Added on
April 11, 2026
About this 8-K
Carlisle Companies Inc filed this 8-K on April 15, 2021.
Items reported
- Item 5.04: Benefit plan trading blackout
- Item 9.01: Financial statements and exhibits
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): April 15, 2021
www.carlisle.com
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Registrant’s telephone number, including area code)
(Address of principal executive offices, including zip 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
| n/a | ||||||||||||||
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).
☐ 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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plan.
On April 15, 2021, Carlisle Companies Incorporated (the “Company” or “Carlisle”) received a notice from the Plan Administrator of the Carlisle, LLC Employee Incentive Savings Plan (the “401(k) plan”) notifying Carlisle of a 401(k) plan blackout period. The blackout period is required due to the replacement of the current record keeper platform provider for the 401(k) plan. During the blackout period, participants in the 401(k) plan will not be able to access their accounts to direct or diversify their investments or request a distribution or loan. The blackout period will begin at 1:00 p.m. (Eastern Time) on Thursday, May 20, 2021, and will end as soon as administratively possible, which is expected to take place during the week beginning May 24, 2021 (the “Blackout Period”). 401(k) plan participants will be notified on April 19, 2021 of the Blackout Period and will be advised as to when the Blackout Period has ended. Carlisle received the notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 relating to the Blackout Period on April 15, 2021.
On April 15, 2021, Carlisle sent a notice to its directors and executive officers informing them of the Blackout Period and the Carlisle common stock trading restrictions (including with respect to derivatives) that apply to them during the Blackout Period. This notice was required pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR under the Securities Exchange Act of 1934, as amended, which prohibit trading in company securities by directors and executive officers during blackout periods.
A copy of the notice to the directors and executive officers is attached as Exhibit 99.1 and is incorporated herein by reference. During the Blackout Period, and for a period of two years after the ending date of the Blackout Period, shareholders or other interested parties may obtain, without charge, information about the beginning date and the actual ending date of the Blackout Period by contacting:
Pension and Insurance Committee of the Carlisle, LLC Employee Incentive Savings Plan
Carlisle Companies Incorporated
16430 N. Scottsdale Road, Suite 400
Scottsdale, AZ 85254
480-781-5000
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title | |||||||
| Notice Regarding Blackout Period and Regulation BTR Trading Restrictions. | ||||||||
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: | By: | /s/ Robert M. Roche | |||||||||
| Robert M. Roche | |||||||||||
| Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
To: Directors and Executive Officers
From: Scott Selbach
Date: April 15, 2021
Re: Notice Regarding Blackout Period and Regulation BTR Trading Restrictions
This notice is to inform you of temporary restrictions on the trading of Carlisle Companies Incorporated (the “Company”) equity securities during an upcoming “blackout period” that will apply to the Carlisle, LLC Employee Incentive Savings Plan (the “401(k) plan”). This special “blackout period” is imposed on executive officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction).
The blackout period is required due to the replacement of the 401(k) plan’s current record keeper platform provider. During the blackout period, participants in the 401(k) plan will not be able to access their accounts to direct or diversify their investments or request a distribution or loan. The blackout period will begin at 1:00 p.m. (Eastern Time) on Thursday, May 20, 2021, and will end as soon as administratively possible, which is expected to take place during the week beginning May 24, 2021 (the “Blackout Period”). We will notify you when the Blackout Period has ended.
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 101 of Securities and Exchange Commission Regulation BTR, the Company’s directors and executive officers are prohibited during the Blackout Period from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her employment as an executive officer or service as a director.
Please note that “equity securities” is defined broadly to include the Company’s common stock, stock options, and other derivative securities. Also, prohibited transactions are not limited to those involving your direct ownership, but include any transaction in equity securities in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).
Please contact me at 16430 N. Scottsdale Road, Suite 400, Scottsdale, AZ 85254 or via telephone at (480) 781-5000 if you have any questions or if you believe that a transaction in which you have a pecuniary interest may occur during the Blackout Period. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. Please remember that you are required to pre-clear with me any trades you would like to make in Company stock.
16430 N. Scottsdale Road Suite 400 Scottsdale AZ 85254 480.781.5000 carlisle.com