Carlisle Companies Inc 8-K, filed Feb 12, 2021
Carlisle Companies Inc (CSL)
8-K
2021-02-12
For: 2021-02-12
View Original
Added on
April 11, 2026
About this 8-K
Carlisle Companies Inc filed this 8-K on February 12, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 12, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2021, Carlisle Companies Incorporated, (the “Company”) appointed Kelly P. Kamienski, Vice President & Controller and principal accounting officer, succeeding Titus B. Ball as principal accounting officer. On February 12, 2021, Mr. Ball was appointed Vice President, Finance for Carlisle Fluid Technologies, Inc., a wholly-owned subsidiary of the Company.
Ms. Kamienski, age 38, joined the Company in 2016 as Director of Technical Accounting, Financial Reporting and Controls. Ms. Kamienski also served as Manager of Accounting – Financial Reporting at Freeport-McMoRan Inc. from 2012 to 2016, Senior Accounting Analyst at Freeport-McMoRan Inc. from 2007 to 2012 and as Audit Associate at KPMG, LLP from 2006 to 2007.
In connection with her appointment as principal accounting officer, Ms. Kamienski will be entitled to participate in the Company’s employee benefit plans from time to time in effect and available to executive officers. Ms. Kamienski has also entered into the Company’s 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 of Directors. In the event Ms. Kamienski’s employment is terminated within three years of a “change of control,” she would be entitled to three years compensation, including bonus, vesting of equity compensation, retirement benefits equal to the benefits she would have received had she completed three additional years of employment with the Company and continuation of all life, accident, health, savings and other fringe benefits, all in accordance with and subject to the terms of the Company’s executive severance agreement.
The foregoing description of the executive severance agreement is qualified in its entirety by reference to the full text of such agreement. A copy of the form of executive severance agreement is filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
There are no arrangements or understandings between Ms. Kamienski and any other person pursuant to which she was appointed as principal accounting officer, nor are there any transactions involving the Company and Ms. Kamienski that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
A copy of the related press release is filed with this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title | |||||||
| Press Release of Carlisle Companies Incorporated issued February 12, 2021. | ||||||||
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 | |||||||||||
| PRESS RELEASE |  | ||||
2/12/21
Carlisle Companies Announces Leadership Changes in Finance
SCOTTSDALE, ARIZONA, February 12, 2021 - Consistent with Carlisle’s efforts to develop superior talent and promote from within, Carlisle Companies Incorporated (NYSE:CSL) announced today the promotion of Kelly P. Kamienski to the position of Vice President and Controller, effective immediately. In conjunction with this move, Titus B. Ball will become Vice President, Finance for Carlisle Fluid Technologies.
Chris Koch, Chairman, President and Chief Executive Officer, said, “I am extremely pleased to announce these management changes. Kelly and Titus were identified as high-potentials early in their Carlisle careers and have delivered exceptional results when presented with opportunities for promotion and increased responsibilities. These appointments are a clear example of how Carlisle will continue to invest in and develop exceptional talent in support of Vision 2025.
With her extensive background in accounting and financial management, Kelly will leverage the continuous improvement principles of the Carlisle Operating System to drive business process improvements and enhancements in both financial reporting and controls across Carlisle.
Titus’ public accounting, internal audit and SEC reporting expertise, combined with his deep understanding of our businesses after more than a decade at Carlisle, will enable him to make swift and significant contributions at CFT as we drive to our original long-term margin goal of 20% in this segment.”
Kelly joined Carlisle Companies in 2016 as Director of Technical Accounting, Financial Reporting and Controls. Prior to joining Carlisle, Kelly held a variety of finance and accounting leadership roles at Freeport-McMoRan Inc. and KPMG, LLP. Kelly holds a Master of Accounting from the University of Arizona, a B.S. in Accountancy from Barrett Honors College at Arizona State University and is a Certified Public Accountant.
Titus joined Carlisle Companies in 2010 and has held numerous financial leadership roles, including Manager of SEC Reporting, Director of Internal Audit and most recently Vice President and Chief Accounting Officer. Prior to joining Carlisle, Titus held roles with PricewaterhouseCoopers and Duke Energy Corporation. Titus holds a B.A. in Economics and Business Administration from King University.
About Carlisle Companies Incorporated
Carlisle Companies Incorporated is a diversified industrial company with a global portfolio of niche brands that delivers energy efficient and highly engineered products and solutions for its customers. Driven by our strategic plan, Vision 2025, Carlisle is committed to generating superior shareholder returns by investing in high-ROIC businesses and maintaining a balanced capital deployment approach, including investments in our businesses, strategic acquisitions, share repurchases and continued dividend increases. Carlisle is headquartered in Phoenix, Arizona. Its worldwide team of employees generated $4.2 billion in revenues in 2020. Learn more about Carlisle at www.carlisle.com.
Contact: Jim Giannakouros, CFA
Vice President of Investor Relations
Carlisle Companies Incorporated
(480) 781-5135
jgiannakouros@carlisle.com