UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K/A

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2017 CARLISLE COMPANIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) N. Scottsdale Road Suite 400 Scottsdale AZ, (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (480) (IRS Employer Identification No.) 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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) o o o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 EXPLANATORY NOTE This Amendment No. 1 (this Amendment ) amends the Current Report on Form 8-K (the Form 8-K ) filed by Carlisle Companies Incorporated (the Company ) with the Securities and Exchange Commission (the SEC ) on February 15, 2017, regarding, in part, the appointment of Robert Roche as Vice President and Chief Financial Officer of the Company, to (i) replace Exhibit 10.2 to the Form 8-K with the correct form of executive severance agreement Mr. Roche entered into with the Company and (ii) amend and restate Item 5.02 of the Form 8-K to accurately reflect the terms of such executive severance agreement. The form of executive severance agreement filed as Exhibit 10.2 with the Form 8-K was incorrect because it contained a modified single-trigger severance provision. The correct form of executive severance agreement Mr. Roche entered into with the Company contains a double-trigger severance provision. This Amendment does not affect any other parts of, or exhibits to, the Form 8-K, and those unaffected parts or exhibits are not included in this Amendment. Except as expressly stated in this Amendment, the Form 8-K continues to speak as of the date of the original filing of the Form 8-K, and the Company has not updated the disclosure contained in this Amendment to reflect events that have occurred since the date of the original filing of the Form 8-K. Accordingly, this Amendment must be read in conjunction with the Company s other filings, if any, made with the SEC subsequent to the filing of the Form 8-K, including amendments to those filings, if any. Item Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 15, 2017, Carlisle Companies Incorporated (the Company ) announced the appointment of Robert Roche as Vice President and Chief Financial Officer of the Company, effective February 15, 2017 (the Employment Date ). Steven J. Ford will continue to serve as Vice President, Secretary and General Counsel of the Company and retain responsibility for managing the Company s investor relations. Mr. Roche, age 49, has served as JCI/Tyco Merger Integration Lead since March 2016 where he led, with his counterpart from Johnson Controls, the integration, planning and execution for the combination of Johnson Controls and Tyco International plc that was completed in September Mr. Roche joined Tyco in 2003 and served as Senior Vice President of Finance since August 2014, Senior Vice President and Chief Operating Officer from December 2014 to August 2015, Senior Vice President, Corporate Audit Services from January 2013 to August 2014 and as Senior Vice President and Segment CFO Fire and Security from January 2012 to December In connection with his appointment as Vice President and Chief Financial Officer, Mr. Roche entered into an offer letter with the Company (the Offer Letter ) on January 5, 2017, pursuant to which he will receive an annual base salary of $570,000, subject to increase from time to time at the discretion of the Compensation Committee of the Company s Board of Directors (the Compensation Committee ). Pursuant to the Offer Letter, Mr. Roche will be eligible to earn an annual target bonus equal to 75% to 150% 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 150% of his base salary, with the first annual award made on the Employment Date. The Company s annual equity grants currently include stock options, performance shares and time-vested restricted stock (each weighted 33-1/3%). The material elements of the Company s executive compensation program are described under the heading Executive Officer Compensation Discussion and Analysis in the Company s definitive proxy statement on Schedule 14A 2

3 filed with the Securities and Exchange Commission on March 31, 2016 (the 2016 Proxy Statement ). The Offer Letter also provides for Mr. Roche to be reimbursed for reasonable costs and expenses incurred in connection with his relocation to the Scottsdale, Arizona area, which is to occur no later than September 1, Pursuant to the Offer Letter, Mr. Roche will receive on the Employment Date a one-time grant of restricted shares of the Company s common stock having a grant date value of $1,000,000, to be distributed to him ratably over two years beginning on the first anniversary of the grant date, provided that he continues to be employed by the Company on such distribution dates. The restriction on such shares will also continue to lapse in accordance with the two-year schedule if, prior to the second anniversary of the Employment Date, Mr. Roche s employment is terminated by the Company other than for cause. During the period of restriction, Mr. Roche will receive all dividends paid with respect to these shares. All of the Company s equity grants contain restrictive covenants which will prohibit Mr. Roche 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. The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. In connection with his appointment as Vice President and Chief Financial Officer, Mr. Roche will be entitled to participate in the Company s supplemental pension plan (as amended, the Supplemental Pension Plan ) and all other elements of the Company s employee benefit plans from time to time in effect and available to its senior executives, which are outlined in the 2016 Proxy Statement. Mr. Roche will also enter into the Company s standard 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. Roche s employment is terminated by the Company (excluding for cause (as defined in the executive severance agreement), death or disability) or in the event of his resignation for good reason (as defined in the executive severance agreement), in either case 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 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 standard executive severance agreement. The Company will not pay any tax gross-up on benefits paid under the executive severance agreement with Mr. Roche. In the event that any benefit to be received by Mr. Roche constitutes an excess parachute payment under Section 280G of the Internal Revenue Code, then Mr. Roche would be responsible for the payment of the related excise taxes under Section 4999 of the Internal Revenue Code. However, if it is determined that reducing the benefits payable under the executive severance agreement below the level at which they become excess parachute payments would result in a greater after-tax benefit to Mr. Roche, the benefits will be reduced to the extent necessary to exclude such benefits from taxation under Section 4999 of the Internal Revenue Code. The foregoing descriptions of the Supplemental Pension 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 Supplemental Pension Plan is filed as Exhibit to the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (as amended by Amendment No. 1 to the Supplemental Pension Plan, a copy of which is filed as Exhibit 10.1 to the Company s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014). A copy of the form of executive severance agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K. 3

4 There are no arrangements or understandings between Mr. Roche 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. Roche that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Item (d) Financial Statements and Exhibits. Exhibits. Exhibit Number Description Incorporated By Reference To 10.1 Letter Agreement, dated January 5, 2017, between Robert Roche and the Company Form of Executive Severance Agreement. Filed herewith. 4 Exhibit 10.1 to the Company s Current Report on Form 8-K filed on February 15, 2017 (File No ).

5 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. Date: April 12, 2017 By: /s/ Steven J. Ford Steven J. Ford Vice President 5 CARLISLE COMPANIES INCORPORATED

6 EXHIBIT INDEX Exhibit Number Description Incorporated By Reference To 10.1 Letter Agreement, dated January 5, 2017, between Robert Roche and the Company Form of Executive Severance Agreement. Filed herewith. 6 Exhibit 10.1 to the Company s Current Report on Form 8-K filed on February 15, 2017 (File No ).

7 Exhibit 10.2 EXECUTIVE SEVERANCE AGREEMENT This Executive Severance Agreement ( Agreement ) is between Carlisle Companies Incorporated, a Delaware corporation (the Corporation ), and ( Executive ). RECITALS The Board of Directors of the Corporation has approved the execution of severance agreements with certain key executives of the Corporation and its subsidiaries. Should the Corporation receive any proposal from a third person concerning a possible business combination with, or acquisition of equity securities of the Corporation, the Board believes it imperative that the Corporation and the Board be able to rely upon Executive to continue in his position and rely upon his advice without concern that he might be distracted by the personal uncertainties and risks created by such a proposal. Should the Corporation receive any such proposals, in addition to Executive s regular duties, he may be called upon to assist in the assessment of such proposals, advise management and the Board as to whether such proposals would be in the best interests of the Corporation and its shareholders, and take such other actions as the Board might determine to be appropriate. To assure the Corporation that it will have the continued dedication of Executive and the availability of his advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of the Corporation, and to induce Executive to remain in the employ of the Corporation, and for other good and valuable consideration, the Corporation and Executive agree as follows: In the event a third person begins a tender or exchange offer, circulates a proxy to shareholders, or takes other steps to effect a Change of Control of the Corporation (as defined below), Executive agrees that he will not voluntarily leave the employ of the Corporation, and will render the services contemplated in the recitals to this Agreement until the third person has abandoned or terminated his efforts to effect a Change of Control or until a Change of Control has occurred. In the event of Executive s Separation from Service (as defined below) due to termination of Executive s employment by the Corporation (excluding for Cause, death or disability) or Executive s resignation for Good Reason (as defined below), in either case within three (3) years after a Change of Control of the Corporation (as defined below), the Corporation will provide: A. Cash Payment. On or before Executive s last day of employment with the Corporation, the Corporation will pay to Executive as compensation for services rendered to the Corporation a lump sum cash amount (subject to any applicable payroll or other taxes required to be withheld) equal to three (3) times the highest annual compensation (including base salary and

8 annual cash bonus) paid or payable to Executive by the Corporation for any of the three (3) years ending with the date of Executive s Separation from Service. B. Stock Options and Restricted Stock. Any outstanding but unexercised stock options held by Executive under any of the Corporation s equity compensation plans and programs will be immediately exercisable, and any unvested restricted stock held by Executive under any of the Corporation s equity compensation plans and programs will be immediately vested and free of all restrictions. In addition all such stock options will continue to be exercisable for the remaining original term thereof. C. Special Retirement Benefits. Executive will be eligible to receive Special Retirement Benefits so that the total retirement benefits he receives will approximate the retirement benefits he would have received had he continued in the employ of the Corporation for three (3) years following his Separation from Service. These benefits will include all ancillary benefits, such as early retirement, supplemental retirement and survivor rights and benefits available at retirement. If Executive s credited service with the Corporation plus three (3) years would result in vested benefits and/or eligibility for ancillary benefits under the Corporation s pension plans, the amount payable to Executive or his beneficiaries shall equal the excess of the amount specified in clause (i) over that in (ii) below: (i) The benefits that would be paid to Executive or his beneficiaries, if the three (3) years following his Separation from Service are added to his credited service under the Corporation s pension plans, and his earnings during such period are equal to the amount of the cash payment specified in Paragraph A; (ii) The benefit that is payable to Executive or his beneficiaries under the Corporation s pension plans. The Special Retirement Benefits are provided on an unfunded basis and are not intended to meet the qualification requirements of Section 401 of the Code. The Special Retirement Benefits shall be payable solely from the general assets of the Corporation or its appropriate affiliate. D. Other Provisions. (i) Insurance and Other Special Benefits. Executive s participation in the life, accident and health insurance plans of the Corporation, and in fringe benefits provided Executive prior to the Change of Control or his Separation from Service, shall be continued, or equivalent benefits provided, by the Corporation, at no direct cost to him, for a period of three (3) years from the date of his Separation from Service. (ii) Relocation Assistance. Should Executive move his residence in order to pursue other business opportunities within two (2) years of his Separation from Service, he will be reimbursed for any expenses incurred in that relocation (including taxes payable on the reimbursement) which are not reimbursed by another employer. Benefits under this provision will include the assistance in selling Executive s home which was

9 customarily provided by the Corporation to transferred executives prior to the Change of Control. (iii) Incentive Compensation. Any awards previously made to Executive under any long-term incentive programs of the Corporation and not previously paid shall immediately vest on the date of his Separation from Service and shall be paid on that date and included as compensation in the year paid. (iv) Savings and Other Plans. Executive s participation in any applicable savings, retirement, profit sharing, stock option, and/or restricted stock plan of the Corporation or any of its subsidiaries shall continue only through his Separation from Service. Any terminating distribution and/or vested rights under such Plans shall be governed by the terms of those respective Plans. (v) Continuing Obligations. Executive shall retain in confidence any confidential information known to him concerning the Corporation and its business so long as such information is not publicly disclosed. E. Definition of Good Reason. For the purpose of this Agreement, Good Reason for termination by Executive of Executive s employment shall mean the occurrence (without Executive s express written consent) of any the following (i) a material adverse change in Executive s title, duties or responsibilities (including reporting responsibilities); (ii) a material reduction by the Corporation in Executive s annual base salary; (iii) a material change in the incentive compensation plans of the Corporation that results in a material impairment of Executive s opportunity to earn incentive compensation; (iv) a change of more than 50 miles in the geographic location in which Executive must perform services for the Corporation; or (v) the failure of the Corporation to pay Executive any material compensation when due. Executive s right to terminate Executive s employment for Good Reason shall not be affected by Executive s incapacity due to physical or mental illness. Executive s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. For purposes of any determination regarding the existence of Good Reason, any claim by Executive that Good Reason exists shall be presumed to be correct unless the Corporation establishes by clear and convincing evidence that Good Reason does not exist. F. Definition of Cause. For the purpose of this Agreement, Cause means: (i) the conviction of or plea of no contest by Executive to a felony or to a misdemeanor where active imprisonment is imposed, (ii) the deliberate neglect of, willful misconduct in the performance of, or continued failure to substantially perform, Executive s material duties as an employee of the Corporation; (iii) Executive s deliberate and material violation of any Corporation policy; or (iv) Executive s deliberate breach of fiduciary duties owed to the Corporation; provided, that the Corporation provides written notice to Executive of the occurrence of any circumstance or event described in clauses (ii), (iii), or (iv), and Executive has failed to remedy such circumstance or event within thirty (30) days following Executive s receipt of such notice.

10 G. Definition of Change of Control. For the purpose of this Agreement, a Change of Control shall be deemed to have taken place if: (i) any third person, including a group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Corporation having 20% or more of the total number of votes that may be cast for the election of Directors of the Corporation; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the Corporation before the transaction shall cease to constitute a majority of the Board of Directors of the Corporation or any successor to the Corporation. H. Definition of Separation from Service. For the purpose of this Agreement, Separation from Service means the termination of Executive s employment with the Corporation (including its subsidiaries), provided such termination also constitutes a separation from service under Section 409A of the Code. I. Reduction of Payments. (i) Anything in this Agreement to the contrary notwithstanding, in the event that any payment or benefit received or to be received by Executive in connection with a Change in Control or the termination of Executive s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Corporation, any person whose actions result in a Change in Control or any person affiliated with the Corporation or such person) (all such payments and benefits, the Total Payments ) would not be deductible (in whole or part), by the Corporation, an affiliate or person making such payment or providing such benefit as a result of Section 280G of the Code, then the portion of the Total Payments due under this Agreement (the Agreement Payments ) shall be reduced if, and only if, such reduction results in Executive s receipt, on an after-tax basis, of a greater amount of the Total Payments after taking into account all applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate). Any reduction in the Agreement Payments required by this Paragraph I(i) shall first reduce the cash payments due under Paragraph A (if necessary, to zero), and all other Agreement Payments shall thereafter be reduced (if necessary, to zero); provided, however, that Executive may elect to have noncash Agreement Payments reduced (or eliminated) prior to any reduction of cash Agreement Payments. (ii) For purposes of this Paragraph I, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a payment within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the Change in Control,

11 the Corporation s independent auditor (the Auditor ), does not constitute a parachute payment within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code, and (iii) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. J. Compliance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that the Corporation determines would constitute non-exempt deferred compensation for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive s Separation from Service, then to the extent necessary to comply with Code Section 409A: (i) if the payment or distribution is payable in a lump sum, Executive s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive s death or the first day of the seventh month following Executive s Separation from Service; and (ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six (6) month period immediately following Executive s Separation from Service will be accumulated and Executive s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of Executive s death or the first day of the seventh month following Executive s Separation from Service and paid on the earlier of such dates, without interest, and the normal payment or distribution schedule for any remaining payments or distributions will commence. To the extent any expense reimbursement or in-kind benefit to which Executive is or may be entitled to receive under this Agreement constitutes nonexempt deferred compensation for purposes of Section 409A of the Code, then (i) such reimbursement shall be paid to Executive as soon as administratively practicable after Executive submits a valid claim for reimbursement, but in no event later than the last day of Executive s taxable year following the taxable year in which the expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year of Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive, and (iii) Executive s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. K. General. (i) Indemnification. If litigation shall be brought to enforce or interpret any provision contained in this Agreement, the Corporation indemnifies Executive for his reasonable attorney fees and disbursements incurred in such litigation, and agrees to pay pre-judgment interest on any money judgment obtained by Executive calculated at the prime interest rate in effect from time to time from the date that payment(s) to him should have been made under this Agreement.

12 (ii) Payment Obligations Absolute. Except as provided in Paragraph K(vi), upon the occurrence of a Change of Control, the Corporation s obligation to pay Executive the compensation and to make the arrangements provided in this Agreement shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against him or anyone else. All amounts payable by the Corporation under this Agreement shall be paid without notice or demand. Except as expressly provided in this Agreement, the Corporation waives all rights which it may now have or may hereafter have conferred upon it, by statute or otherwise, to terminate, cancel or rescind this Agreement in whole or in part. Every payment made under this Agreement by the Corporation shall be final and the Corporation will not seek to recover all or any part of such payment from Executive or anyone else who may be entitled to the payments for any reason whatsoever. (iii) Successors. This Agreement shall be binding upon and inure to the benefit of Executive and his estate, and the Corporation and any successor of the Corporation, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by Executive. (iv) Severability. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. (v) Delaware. Controlling Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of (vi) Modification or Termination. At any time prior to a Change of Control, the Board of Directors of the Corporation may, in its absolute discretion, and without the consent of Executive, amend, modify or terminate this Agreement upon written notice to Executive. The Board may also terminate this Agreement at any time with respect to Executive if Executive is directly or indirectly affiliated (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) with the group which has consummated a Change of Control under Paragraph G(i).

13 The parties have executed this Agreement as of,. CARLISLE COMPANIES INCORPORATED By: Name: Title: