DEF: Carlisle Companies Sets 2026 Annual Meeting Agenda

Carlisle Companies Incorporated announces its 2026 Annual Meeting of Stockholders to elect directors, approve executive compensation, and ratify its independent auditor.

Summary

• The 2026 Annual Meeting of Stockholders will be held on April 29, 2026, at 8:00 a.m. local time in Longboat Key, Florida.
• Stockholders will vote on the election of two directors, an advisory resolution to approve 2025 named executive officer compensation, and the ratification of Deloitte & Touche LLP as the independent auditor for 2026.
• The Board of Directors recommends voting FOR all three proposals.
• Only stockholders of record as of March 4, 2026, are entitled to vote.
• In 2025, the company's adjusted sales increased by 1.5% to $4.991 billion, while operating income margin decreased by 280 basis points to 20.5%.
• Adjusted earnings for 2025 were $759 million, a 12.6% decrease from $868 million in 2024.
• Average working capital as a percentage of sales increased by 130 basis points to 18.6% in 2025.
• The 2025 annual incentive awards were largely unmet, with only Mr. Ready earning an award at 19.2% of his target.
• Performance Shares for the three-year period ending December 31, 2025, were paid at 153.95% of target, reflecting a 63.49th percentile ranking against the S&P MidCap 400 Index.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral to slightly negative due to the decline in key financial metrics like operating income margin and earnings, and the low payout of annual incentive awards for most executives. However, strong corporate governance practices and outperformance in long-term TSR against the S&P MidCap 400 provide some balance.

Positives

• The company's total stockholder return (TSR) for the three-year performance period ended December 31, 2025, was 42.59%, outperforming the S&P MidCap 400 Index average TSR of 35.94% and resulting in a 153.95% payout for performance shares.
• The executive compensation program is designed to link pay and performance, aligning executive interests with stockholder value through performance shares and stock options.
• The Board emphasizes strong corporate governance, including a Lead Independent Director, independent committees, and a commitment to board diversity.
• All non-employee directors and committee members are determined to be independent under NYSE and SEC rules.
• A robust stock ownership policy requires significant stock ownership by executive officers (e.g., CEO 10x base salary, other NEOs 5x base salary), with all current NEOs meeting the requirement as of February 28, 2026.
• The company returned capital to stockholders in 2025 through increased dividends and share repurchases.
• The company has adopted a mandatory clawback policy for erroneously awarded incentive-based compensation in the event of an accounting restatement, regardless of fault.

Negatives

• The 2025 advisory vote on executive compensation received approximately 77% stockholder approval, a decrease from the historical average of over 90% in the prior five years.
• Most named executive officers (excluding Mr. Ready) did not receive 2025 annual incentive awards because the pre-established performance measures were not met.
• The company's adjusted operating income margin decreased by 280 basis points to 20.5% in 2025 compared to 23.3% in 2024.
• Adjusted earnings decreased by 12.6% to $759 million in 2025 from $868 million in 2024.
• Average working capital as a percentage of sales increased by 130 basis points to 18.6% in 2025, indicating less efficient working capital management.

Risks

• The Board's role in risk oversight includes reviewing reports on ongoing litigation, cybersecurity risks, and insurance coverages.
• The enterprise risk management program identifies and mitigates enterprise risk, requiring operating businesses to prepare detailed mitigation plans.
• Compensation practices are periodically reviewed to ensure they do not encourage inappropriate risk-taking or have a material adverse effect on the company.

Future Outlook

The company's Vision 2030 strategic goals focus on creating sustainable value for stockholders through repeatable execution of solid plans, following its pivot to a pure-play building products company. The annual incentive compensation program is directly linked to key financial goals supporting these strategic objectives. Long-term incentive awards, including performance shares and stock options, are designed to align executive pay with stockholder interests over three-year performance periods.

Management Comments

• Management announced Vision 2030, a strategic vision for the Company following its pivot from a diversified industrial portfolio to a pure play building products company.
• A critical factor to achieving the Vision 2030 strategic goals is the contribution of motivated employees.
• The Compensation Committee found the executive compensation program's structure and operation effective in aligning pay with Company performance and stockholder interests, following engagement with stockholders regarding the 2025 say-on-pay vote.

Industry Context

StockSavvy.ai notes that Carlisle Companies' strategic pivot to a pure-play building products company aligns with broader industry trends focusing on core competencies and specialized market leadership. The use of the S&P MidCap 400 Index as a peer group for performance share comparisons indicates a focus on a specific market capitalization segment within the broader industrial and building products sectors. The company's emphasis on innovation and new acquisitions within building products suggests a strategy to strengthen its position in a focused market, a common approach for companies seeking to optimize their portfolio and enhance shareholder value.

Comparison to Industry Standards

• The company's director compensation program was benchmarked against a general industry comparator group of 296 U.S.-based public companies with revenues between $3 billion and $9 billion. The report by Willis Towers Watson indicated that the company's director compensation was below the 50th percentile, leading to an increase to slightly above the 50th percentile.
• Executive compensation is benchmarked using data from Willis Towers Watson's 2024 U.S. General Industry Executive Compensation Survey, size-adjusted using linear regression analysis, aiming for total direct compensation between the first and third quartiles of similar-sized companies.
• Performance shares are earned based on the company's total stockholder return relative to the S&P MidCap 400 Index, a common benchmark for mid-capitalization companies, with a 63.49th percentile ranking for the 2023-2025 period indicating above-median performance against this peer group.

Management Changes

Corporate Governance

Related Party Transactions

• There were no related person transactions exceeding $120,000 in 2025.

Stakeholder Impact

• Shareholders: Directly impacted by the proposals for director elections, executive compensation approval, and auditor ratification. The company's capital return strategy (dividends, share repurchases) also directly benefits shareholders.
• Employees: Executive compensation policies and practices, including base salaries, annual incentives, and long-term awards, affect employee motivation and retention. Retirement and group insurance benefits are also provided.
• Customers and Suppliers: The company's strategic pivot to building products and investments in innovation and acquisitions could impact product offerings and supply chain relationships.
• Management: Executive officers' compensation, roles, and responsibilities are detailed, directly affecting their incentives and performance.

Next Steps

• Stockholders to vote on director elections, executive compensation, and auditor ratification at the 2026 Annual Meeting on April 29, 2026.
• The Board intends to hold the next say-on-pay advisory vote at the 2027 Annual Meeting of Stockholders.
• The Audit Committee will reconsider its appointment of Deloitte & Touche LLP if stockholders fail to ratify it.

Key Dates

Keywords

Proxy Statement, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, SEC Filing, Stockholder Meeting, Performance Shares, Stock Options, Risk Management, Building Products, Say-on-Pay