UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) February 8, 2006
(Exact name of registrant as specified in its charter)
Delaware |
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1-9278 |
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31-1168055 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
704-501-1100
(Registrant’s telephone number)
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 CFS 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry Into a Material Definitive Agreement.
At its February 8, 2006 meeting, the Compensation Committee of the Board of Directors of Carlisle Companies Incorporated (the “Company”), determined that the performance criterion established in respect of Richmond D. McKinnish, the Company’s Chief Executive Officer, for 2005 bonus compensation was achieved, and awarded Mr. McKinnish a bonus in the amount of $1,100,000 in accordance with the Senior Management Incentive Compensation Plan filed with the Company’s definitive Proxy Statement dated March 11, 2004 and incorporated herein by reference. The performance criterion was established at the meeting of the Compensation Committee held February 1, 2005 and was based on the net income of the Company from continuing operations. At its February 8, 2006 meeting, the Compensation Committee also established Mr. McKinnish’s performance criterion for 2006 bonus compensation. The 2006 performance criterion is also based on the net income of the Company from continuing operations.
In addition, at its February 8, 2006 meeting, the Compensation Committee approved the following annual salaries for 2006 and bonus compensation for 2005 for the named executive officers: (i) Stephen P. Munn - $525,000 salary and $225,000 bonus (ii) Richmond D. McKinnish - $900,000 salary and $1,100,000 bonus (as described above), (iii) John W. Altmeyer - $475,000 salary and $600,000 bonus, (iv) Barry Littrell - $425,000 salary and $170,000 bonus, and (v) Carol P. Lowe - $300,000 salary and $250,000 bonus.
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Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Dated: February 14, 2006 |
CARLISLE COMPANIES INCORPORATED |
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By: |
/s/ Carol P. Lowe |
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Carol P. Lowe, Vice President |
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