Carlisle Companies Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two director nominees named in the proxy statement to serve three-year terms expiring at the 2029 Annual Meeting.

2. 2

   Advisory Vote to Approve the Company’s Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding, advisory ‘say-on-pay’ vote to approve the Company’s 2025 named executive officer compensation as disclosed in the proxy statement (Compensation Discussion and Analysis, tables and narrative).

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer compensation for 2025 as disclosed in the proxy materials. Management seeks this endorsement to validate the Compensation Committee’s design of a pay program that links pay to performance through a mix of base salary, an annual cash incentive tied to corporate and business unit performance measures (sales, operating income margin, average working capital as a percentage of sales, and adjusted earnings), and long-term equity awards that include stock options, time-vested restricted shares, and performance shares earned relative to the S&P MidCap 400 Index®. The Compensation Committee emphasizes alignment with Vision 2030 and stockholder interests through performance share metrics, stock ownership and retention policies, a clawback policy and a balance of short- and long-term incentives. The company discloses that only one named executive (Mr. Ready) received an annual incentive in 2025, performance shares earned materially exceeded target for the prior three-year period, and that a one-time success payment related to the 2024 sale of Carlisle Interconnect Technologies was disclosed and discussed with large stockholders. Management argues that its engagement with holders representing a significant portion of shares addressed concerns and that the core executive pay program required no structural changes. The Board recommends a “FOR” vote, citing the Compensation Committee’s review, independent consultant input, benchmarking, and risk-mitigating features in plan design. In assessing this proposal, investors should weigh the non-binding nature of the vote, the company’s disclosures about the one-time Success Payment and stockholder engagement outcomes, the pay-for-performance elements embedded in metrics and equity designs, and the alignment mechanisms (ownership guidelines, clawback, vesting schedules) that limit inappropriate risk-taking. Given recent voting history (77% approval in 2025) and management’s investor outreach, this proposal presents a vote on both program design and on disclosed discretionary items; investors should consider both ongoing incentive structures and exceptional items when forming a vote recommendation.

3. 3

   Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for 2026.

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When is the Carlisle Companies Inc 2026 annual meeting?

Carlisle Companies Inc (CSL) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the Carlisle Companies Inc 2026 meeting?

The record date for the Carlisle Companies Inc 2026 meeting is Wednesday, March 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Carlisle Companies Inc's 2026 meeting?

The board is presenting 2 director nominees at the Carlisle Companies Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Carlisle Companies Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Carlisle Companies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.