UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  December 10, 2014

 


 

CARLISLE COMPANIES INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware

 

1-9278

 

31-1168055

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

11605 N. Community House Road, Suite 600

Charlotte, NC 28277

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (704) 501-1100

 


 

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 5.03.                                        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a)                                 On and effective as of December 10, 2014, the Board of Directors of Carlisle Companies Incorporated (the “Company”) approved an amendment to Section 2.02 of the Company’s bylaws (the “Bylaws”) to (i) remove a prohibition on director nominees being party to an agreement or understanding with any person other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director and in lieu add a requirement that such an agreement or understanding be disclosed in the statement required to be provided to the Company’s secretary and (ii) add a requirement that director nominees disclose any changes in the information included in the statement required to be provided to the Company’s secretary.

 

The foregoing summary is qualified in its entirety by reference to the complete text of the Bylaws which is attached hereto as Exhibit 3.1 and is incorporated by reference.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

See Exhibit Index attached hereto.

 

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SIGNATURES

 

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

 

 

Dated: December 12, 2014

By:

/s/ Steven J. Ford

 

 

Steven J. Ford

 

 

Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

3.1

 

Amended and Restated Bylaws of Carlisle Companies Incorporated

 

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