Item 3.03. Material Modification to Rights of Security Holders.




On May 4, 2022, Carlisle Companies Incorporated (the "Company") held its 2022
annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting,
the Company's stockholders adopted an amendment to the Company's Restated
Certificate of Incorporation (the "Charter Amendment") to eliminate enhanced
voting rights for holders of shares of the Company's common stock that satisfy
certain criteria and provide for one vote for each outstanding share. The
Charter Amendment is more fully described under "Proposal 2: Adoption of
Amendment to the Company's Restated Certificate of Incorporation" in the
Company's definitive proxy statement on Schedule 14A filed with the Securities
and Exchange Commission on March 22, 2022 (the "Proxy Statement"), and this
description is incorporated by reference in this Current Report on Form 8-K
(this "Report"). The Charter Amendment was effective upon the filing of the
Company's Amended and Restated Certificate of Incorporation that includes the
Charter Amendment (the "Amended and Restated Charter") with the Secretary of
State of the State of Delaware on May 4, 2022. A copy of the Amended and
Restated Charter is attached as Exhibit 3.1 to this Report and is incorporated
herein by this reference.


Item 5.02.            Departure of Directors or Certain Officers; Election

of Directors;


                      Appointment of Certain Officers; Compensatory

Arrangements of Certain


                      Officers.


At the Annual Meeting, the Company's stockholders approved an amendment and
restatement of the Company's Incentive Compensation Program (the "2022 Incentive
Compensation Program"), which had been previously approved by the Company's
Board of Directors (the "Board") subject to stockholder approval, to increase
the total number of shares of the Company's common stock available for issuance
thereunder by an additional 1,200,000 shares. The 2022 Incentive Compensation
Program is more fully described under "Proposal 4: Approval of the Company's
Incentive Compensation Program" in the Proxy Statement, which description is
incorporated herein by reference. A copy of the 2022 Incentive Compensation
Program is attached as Exhibit 10.1 to this Report and is incorporated herein by
this reference.


Item 5.03.            Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year.




On May 3, 2022, the Board approved amendments to the Company's Amended and
Restated Bylaws (the "Amended and Restated Bylaws") to (i) change references
from "chairman" to "chair" and (ii) eliminate certain references that are no
longer applicable following the effectiveness of the Charter Amendment. The
amendments to the Amended and Restated Bylaws became effective immediately upon
the effectiveness of the Charter Amendment. A copy of the Amended and Restated
Bylaws is attached as Exhibit 3.2 to this Report and is incorporated herein by
this reference.

The disclosure in Item 3.03 of this Report related to the Charter Amendment is incorporated herein by this reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.




At the Annual Meeting, the Company's stockholders (i) elected all three of the
directors nominated by the Board, (ii) adopted the Charter Amendment, (iii)
ratified the appointment of Deloitte & Touche LLP to serve as the Company's
independent registered public accounting firm for the year ending December 31,
2022, (iv) approved the 2022 Incentive Compensation Program and (v) approved, on
an advisory basis, the compensation of the Company's named executive officers
for 2021 as disclosed in the Proxy Statement. Each of these proposals is further
described in the Proxy Statement. Final voting results on each proposal
submitted to the Company's stockholders at the Annual Meeting are as follows:

Proposal 1. Election of Directors:



                                                                                         Broker
       Director                  Votes For        Votes Against       Abstentions       Non-Votes
       Robin J. Adams            46,941,045         1,540,887           163,392         2,716,000
       Jonathan R. Collins       44,599,002         2,562,199          1,484,123        2,716,000
       D. Christian Koch         46,379,956         2,079,693           185,675         2,716,000

--------------------------------------------------------------------------------

Proposal 2. Adoption of the Charter Amendment:



                                                                          Broker
                  Votes For        Votes Against       Abstentions       Non-Votes
                  48,333,222          141,439            170,663         2,716,000

Proposal 3. Ratification of Deloitte & Touche LLP:



                      Votes For        Votes Against       Abstentions
                      51,176,876          41,641             142,807

Proposal 4. Approval of the 2022 Incentive Compensation Program:



                                                                          Broker
                  Votes For        Votes Against       Abstentions       Non-Votes
                  45,966,781         2,493,662           184,881         2,716,000

Proposal 5. Approval, on an advisory basis, of the compensation of the Company's named executive officers for 2021:



                                                                          Broker
                  Votes For        Votes Against       Abstentions       Non-Votes
                  44,652,943         3,739,670           252,711         2,716,000


Item 9.01.     Financial Statements and Exhibits.


(d)     Exhibits

        Exhibit Number                                            Exhibit Title

              3.1                    Amended and Restated Certificate of

Incorporation of Carlisle Companies


                                     Incorporated.
              3.2                    Amended and Restated Bylaws of

Carlisle Companies Incorporated.


             10.1                    Carlisle Companies Incorporated

Incentive Compensation Program, as


                                     amended and restated effective January 1, 2022.
              104                    Cover page interactive data file (formatted in inline XBRL).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses