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): February 15, 2017 CARLISLE COMPANIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-9278 (Commission File Number) 16430 N. Scottsdale Road Suite 400 Scottsdale AZ, 85254 (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (480) 781-5000 31-1168055 (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 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. 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 2016. 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 2012. 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 Board (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 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, 2017. 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 2
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 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 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 10.20 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. 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. A copy of the Company s press release relating to the foregoing matter is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Letter Agreement, dated January 5, 2017, between Robert Roche and the Company. 10.2 Form of Executive Severance Agreement 99.1 Press Release of Carlisle Companies Incorporated issued February 15, 2017. 3
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: February 15, 2017 By: /s/ Steven J. Ford Steven J. Ford Vice President and Chief Financial Officer 4
EXHIBIT INDEX Exhibit Number Description 10.1 Letter Agreement, dated January 5, 2017, between Robert Roche and the Company. 10.2 Form of Executive Severance Agreement 99.1 Press Release of Carlisle Companies Incorporated issued February 15, 2017. 5
Exhibit 10.1 Carlisle Companies Inc. 16430 N. Scottsdale Road, Suite 400 Scottsdale, AZ 85254 D. Christian Koch President and Chief Executive Officer PRIVATE & CONFIDENTIAL TO: FROM: Robert Roche D. Christian Koch DATE: January 5, 2017 I am pleased to offer you employment as Vice President and Chief Financial Officer of Carlisle Companies Incorporated (the Company ). This letter sets forth the terms and conditions of your employment. 1. Employment and Position. Your employment will commence on February 15, 2017 (the Employment Date ). You will be employed on a fulltime basis as Vice President and Chief Financial Officer and report to me. 2. Compensation and Benefits. (a) (b) (c) Base Salary. Your starting annual base salary will be $570,000, payable in accordance with the Company s regular payroll practices and subject to increase from time to time by the Compensation Committee in its discretion. Bonus. You will be eligible to earn an annual target bonus of 75% of your base salary with a maximum award opportunity equal to 150% of your base salary. Bonus payments are typically made in February based on the prior year s performance and subject to the discretion and approval of the Compensation Committee. Long Term Incentive. You will be eligible for annual equity grants with a grant date target value equal to 150% of your base salary with the first annual award made on the Employment Date. Annual equity grants currently include stock options, performance shares and time-vested restricted stock (each weighted 33 1 / 3 %). All equity grants are subject to the discretion and approval of the Compensation Committee.
(d) (e) Sign-On Compensation. To compensate you for the value of the forfeited stay bonus from your prior employer, you will receive a one-time grant of restricted shares of Company common stock on the Employment Date having a grant date value of $1,000,000. The restriction on these shares will lapse and will be distributed to you ratably over 2 years beginning on the first anniversary of the grant date; provided you continue to be employed by the Company on such distribution dates. The restriction will also continue to lapse in accordance with the 2 year schedule if, prior to the second anniversary of the Employment Date, your employment is terminated by the Company other than for cause. During the period of restriction, you will receive all dividends paid with respect to these shares. Recoupment of Compensation. All of the Company s equity grants contain restrictive covenants that prohibit you from competing with the Company or soliciting or employing any Company personnel for one year following your termination or disclosing any of the Company s confidential or non-public information. In addition, the Company may terminate any outstanding equity grant, rescind any exercise, payment or delivery pursuant to an equity grant or recapture any annual bonus or shares of the Company s common stock or the proceeds from your sale of shares issued pursuant to an equity award if the Company determines that you have engaged in activities which are materially prejudicial to or in conflict with the interests of the Company, including any breaches of fiduciary duty or the duty of loyalty. 3. Employee Benefit Plans. You will be entitled to participate in all employee benefit plans, from time to time in effect, generally available for Company executives, subject to plan terms and applicable Company policies. Currently, the Company offers senior executives group health and dental plans, group term life insurance, long-term disability insurance, a 401(k) plan and a deferred compensation plan. In addition, you will be entitled to participate in the Company s supplemental pension plan which provides participating executives a cash balance pension benefit. 4. Change of Control. You will be entitled to participate in the Company s executive severance program providing for benefits in the event of the change of control defined generally as an acquisition of 20% or more of the outstanding voting shares of the Company or change in the majority of the Company s Board of Directors. In the event of a termination of your employment within three years of a change of control, you would be entitled to three years compensation, including bonus, retirement benefits equal to the benefits you would have received had you completed three additional years of employment, continuation of all life, accident, health, savings and other fringe benefits, all in accordance with and subject to the terms of the executive severance program. 5. Relocation Package. We expect you to relocate to the Scottsdale, Arizona area as soon as possible but in no event later than September 1, 2017. In connection with your
relocation, you will be eligible for the Company s relocation program which reimburses most of the reasonable costs and expenses incurred in connection with your relocation. Sincerely, 6. Other Benefits. You will be entitled to four weeks of vacation per year and reimbursement of financial planning and tax compliance expenses. If you have any questions, please give me a call. /s/ D. Christian Koch D. Christian Koch President and Chief Executive Officer AGREED AND ACCEPTED: /s/ Robert Roche Robert Roche
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 the 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 the 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 the 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 the Executive to remain in the employ of the Corporation, and for other good and valuable consideration, the Corporation and the 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), the 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 a third person begins a tender or exchange offer, circulates a proxy to stockholders, 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) for any reason (either voluntary or involuntary, other than as a consequence of his death or disability, or of his retirement at or after his attainment of age sixty-five (65)) 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 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; provided, however, in the event there are fewer than thirty-six (36) whole or partial months remaining from the date of Executive s Separation from Service to the date he will attain age sixty-five (65), the amount of such cash payment will be reduced by multiplying it by a fraction the numerator of which is the number of whole or partial months so remaining to the date he would attain age sixty-five (65) and the denominator of which is thirty-six (36). 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 (or until the date he will attain age sixty-five (65), whichever is earlier). 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 the Executive or his beneficiaries shall equal the excess of the amount specified in paragraph (i) over that in (ii) below: (i) The benefits that would be paid to the Executive or his beneficiaries, if the three (3) years (or period to the date he will attain age sixtyfive (65), if less) following his Separation from Service are added to his credited service under the Corporation s pension plan, 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 the 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 the 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 (or until he attains age sixty-five (65), whichever is sooner). (ii) Relocation Assistance. Should the 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 the Executive s home which was customarily provided by the Corporation to transferred executives prior to the Change of Control. (iii) Incentive Compensation. Any awards previously made to the 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. The 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. The 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 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.
F. 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. G. 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 the 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 G(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 B, (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 ( Tax Counsel ) reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the Change in Control, 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. H. 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 the 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. I. General. (i) Indemnification. If litigation shall be brought to enforce or interpret any provision contained in this Agreement, the Corporation indemnifies the 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 the 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. (ii) Payment Obligations Absolute. Except as provided in Paragraph I(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 the Executive, amend, modify or terminate this Agreement upon written notice to the Executive. The Board may also terminate this Agreement at any time with respect to the Executive if the 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 E(i) The parties have executed this Agreement as of,. CARLISLE COMPANIES INCORPORATED By: Name: Title:
Exhibit 99.1 PRESS RELEASE 2/15/17 Carlisle Companies Appoints Robert Roche Vice President and Chief Financial Officer Effective February 15, 2017 SCOTTSDALE, ARIZONA, February 15, 2017 - Carlisle Companies Incorporated (NYSE:CSL) is pleased to announce the appointment of Robert Roche as Vice President and Chief Financial Officer effective February 15, 2017. 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. We are fortunate to have Bob Roche join the Carlisle executive team, said D. Christian Chris Koch, Carlisle s President and Chief Executive Officer. The growth of Carlisle has resulted in the need for more capacity in our M&A, finance, legal and investor relations functions. The addition of Bob, with his deep M&A integration and operational finance experience, will be a key piece of our emphasis on finance and business process improvement going forward as we roll out the Carlisle Operating System throughout the enterprise. The addition of Bob will also allow Steve to devote more time to manage our investor relations and legal matters. Mr. Koch continued, I thank Steve for his tenure as Chief Financial Officer, and I am pleased that Steve will remain a member of the strong team at Carlisle and continue to provide the team with sound counsel derived from his many years of employment with Carlisle. Mr. Roche joins Carlisle from Johnson Controls plc where he most recently served as JCI/Tyco Merger Integration Lead leading, with his counterpart from Johnson Controls, the integration, planning and execution for the successful combination for Johnson Controls and Tyco International plc. Mr. Roche joined Tyco in 2003 and has held several senior operating and finance positions including Senior Vice President of Finance, Senior Vice President and Chief Operating Officer and Senior Vice President, Corporate Audit Services. Mr. Roche is a CPA and holds a BS in Accounting from the University of Scranton and an MBA in Finance and International Business from the Leonard N. Stern School of Business at New York University. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as expect, foresee, anticipate, believe, project, should, estimate, will, plans, forecast, and similar expressions, and reflect our expectations concerning the future. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such
as: increasing price and product/service competition by foreign and domestic competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; our mix of products/services; increases in raw material costs which cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; threats associated with and efforts to combat terrorism; protection and validity of patent and other intellectual property rights; the successful integration and identification of our strategic acquisitions; the cyclical nature of our businesses; and the outcome of pending and future litigation and governmental proceedings. In addition, such statements could be affected by general industry and market conditions and growth rates, the condition of the financial and credit markets, and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena may adversely affect general market conditions and our future performance. We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statement. About Carlisle Companies Incorporated Carlisle Companies Incorporated is a global diversified company that designs, manufactures and markets a wide range of products that serve a broad range of niche markets including commercial roofing, energy, agriculture, mining, construction, aerospace and defense electronics, medical technology, foodservice, healthcare, sanitary maintenance, transportation, general industrial, protective coating, wood, specialty and auto refinishing. Through our group of decentralized operating companies led by entrepreneurial management teams, we bring innovative product solutions to solve the challenges facing our customers. Our worldwide team of employees, who generated $3.7 billion in net sales in 2016, is focused on continuously improving the value of the Carlisle brand by developing the best products, ensuring the highest quality and providing unequaled customer service in the many industries we serve. Learn more about Carlisle at www.carlisle.com. CONTACT: Steven J. Ford Vice President, Secretary and General Counsel Carlisle Companies Incorporated (480) 781-5000 http://www.carlisle.com