S-8

As filed with the Securities and Exchange Commission on June 28, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________________________________________________

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

_________________________________________________________

Delaware	31-1168055
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

16430 North Scottsdale Road, Suite 400

Scottsdale, Arizona 85254

(Address of Principal Executive Offices) (Zip Code)

_________________________________________________________

Carlisle Companies Incorporated Incentive Compensation Program,

as amended and restated effective January 1, 2022

(Full title of the plan)

_________________________________________________________

Scott C. Selbach

Vice President, Secretary and General Counsel

Carlisle Companies Incorporated

16430 North Scottsdale Road, Suite 400

Scottsdale, Arizona 85254

(Name and address of agent for service)

_________________________________________________________

(480) 781-5000

(Telephone number, including area code, of agent for service)

_________________________________________________________

Copies to:

W. Lake Taylor, Jr.

Hunton Andrews Kurth LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219-4074

(804) 788-8200

_________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

EXPLANATORY NOTE

This registration statement on Form S-8 registers additional securities of the same class as other securities for which registration statements on Form S-8 relating to the Carlisle Companies Incorporated Incentive Compensation Program, as amended and restated effective January 1, 2022 (formerly known as the Carlisle Companies Incorporated Executive Incentive Program) (the “Plan”), are effective. Accordingly, pursuant to General Instruction E to Form S-8, the registrant hereby incorporates by reference herein the contents of such registration statements on Form S-8 (Registration Nos. 33-56737, 333-52411, 333-49742, 333-178776, 333-193050 and 333-207563) and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except as indicated below, the following documents filed by the registrant with the Securities and Exchange Commission (the “Commission”) (File No. 001-09278) are incorporated by reference in this registration statement:

•the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (including the portions of the registrant’s definitive Proxy Statement on Schedule 14A for its Annual Meeting of Stockholders that are incorporated by reference therein);

•the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021;

•the registrant’s Current Reports on Form 8-K filed on February 10, 2022* and May 5, 2022; and

•the description of the registrant’s common stock contained in Exhibit 4.1 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (including any amendment or report filed for the purpose of updating such description).

*Information furnished in this Current Report on Form 8-K pursuant to Item 2.02 or Item 7.01 and exhibits furnished in connection therewith are not incorporated by reference herein.

In addition, all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than those Current Reports on Form 8-K that “furnish” information pursuant to Item 2.02 or Item 7.01 of such report and exhibits furnished in connection therewith), prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shallbe deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 8.Exhibits.

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Exhibit No.		Description
4.1		Amended and Restated Certificate of Incorporation of Carlisle Companies Incorporated (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed May 5, 2022) (File No. 001-09278).
4.2		Amended and Restated Bylaws of Carlisle Companies Incorporated (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed May 5, 2022 (File No. 001-09278).
4.3		Carlisle Companies Incorporated Incentive Compensation Program, as amended and restated effective January 1, 2022 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed May 5, 2022) (File No. 001-09278).
5.1	*	Opinion of Hunton Andrews Kurth LLP.
23.1	*	Consent of Deloitte & Touche LLP.
23.2	*	Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1).
24.1	*	Power of Attorney (included in signature pages).
107	*	Filing Fee Table.

*Filed herewith.

Item 9.Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of theExchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on this 28th day of June, 2022.

CARLISLE COMPANIES INCORPORATED
By:	/s/ Kevin P. Zdimal
	Kevin P. Zdimal
	Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints D. Christian Koch and Kevin P. Zdimal and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 28th day of June, 2022:

Signature	Title
/s/ D. Christian Koch	Chairman, President and Chief Executive Officer
D. Christian Koch	(Principal Executive Officer)
/s/ Kevin P. Zdimal	Vice President and Chief Financial Officer
Kevin P. Zdimal	(Principal Financial Officer)
/s/ Kelly P. Kamienski	Vice President and Chief Accounting Officer
Kelly P. Kamienski	(Principal Accounting Officer)
/s/ Robin J. Adams	Director
Robin J. Adams
/s/ Robert G. Bohn	Director
Robert G. Bohn
/s/ Jonathan R. Collins	Director
Jonathan R. Collins
/s/ James D. Frias	Director
James D. Frias
/s/ Maia A. Hansen	Director
Maia A. Hansen
/s/ Gregg A. Ostrander	Director
Gregg A. Ostrander
/s/ Corrine D. Ricard	Director
Corrine D. Ricard
/s/ Jesse G. Singh	Director
Jesse G. Singh

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EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

Carlisle Companies Incorporated

(Exact Name of Registrant as Specified in its Charter)

Table 1 - Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $1.00 per share, to be issued under the Carlisle Companies Incorporated Incentive Compensation Program, as amended and restated effective January 1, 2022	Rules 457(c) and 457(h)	1,200,000(2)	$234.92(3)	$281,904,000(3)	0.0000927	$26,132.51
Total Offering Amounts					$281,904,000		$26,132.51
Total Fee Offsets(4)							$0
Net Fee Due							$26,132.51

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers such indeterminable number of additional shares of Carlisle Companies Incorporated (the “Registrant”) common stock, par value $1.00 per share (“Common Stock”), as may become issuable under the Carlisle Companies Incorporated Incentive Compensation Program, as amended and restated effective January 1, 2022 (the “Plan”) to prevent dilution in the event of a reorganization, reclassification, stock split, dividend or distribution, or any similar transaction.
(2)	Registers additional shares of Common Stock to be issued pursuant to future awards under the Plan.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on June 21, 2022.
(4)	The Registrant does not have any fee offsets.

EX-5.1

Exhibit 5.1

June 28, 2022

Carlisle Companies Incorporated

16430 North Scottsdale Road, Suite 400

Scottsdale, Arizona 85254

Carlisle Companies Incorporated

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Carlisle Companies Incorporated, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) on or about the date hereof pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 1,200,000 shares of the Company’s common stock, par value $1.00 per share (the “Shares”), issuable under the Carlisle Companies Incorporated Incentive Compensation Program, as amended and restated effective January 1, 2022 (the “Plan”).

This opinion letter is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

In connection with this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company, certificates of public officials and officers of the Company and such other documents, certificates and records as we have deemed necessary to render the opinions set forth herein, including, among other things, (i) the Company’s Amended and Restated Certificate of Incorporation, as amended through the date hereof, (ii) the Company’s Amended and Restated Bylaws, as amended through the date hereof, (iii) the Plan, (iv) the Registration Statement, (v) resolutions of the Company’s Board of Directors approving the Plan and authorizing the registration and issuance of the Shares and (vii) a certificate issued by the Secretary of State of the State of Delaware on the date hereof to the effect that the Company is existing under the laws of the State of Delaware and in good standing (the “Good Standing Certificate”).

For purposes of the opinions expressed below, we have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to authentic original documents of all documents submitted to us as certified, electronic or photostatic copies and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof on such parties (other than the authorization, execution and delivery of certain documents by the Company).

ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON

LOS ANGELES MIAMI NEW YORK NORFOLK RICHMOND SAN FRANCISCO THE WOODLANDS TOKYO TYSONS WASHINGTON, DC

www.HuntonAK.com

Carlisle Companies Incorporated

June 28, 2022

Page 2

As to factual matters, we have relied upon, and assumed the accuracy of, representations included in the documents submitted to us, upon certificates of officers of the Company and upon certificates of public officials, without independent investigation of their accuracy.

Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that:

1.The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.

2.The Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the Plan and any award agreement entered into under the Plan, the Shares will be validly issued, fully paid and nonassessable.

The opinions expressed above are limited to the General Corporation Law of the State of Delaware in effect on the date hereof. We do not express any opinion as to the laws of any other jurisdiction.

The opinion set forth in paragraph 1 above as to the valid existence and good standing of the Company is based solely upon our review of the Good Standing Certificate.

We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. This opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any matters beyond the matters expressly set forth herein.

Very truly yours,

/s/ Hunton Andrews Kurth LLP

ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON

LOS ANGELES MIAMI NEW YORK NORFOLK RICHMOND SAN FRANCISCO THE WOODLANDS TOKYO TYSONS WASHINGTON, DC

www.HuntonAK.com

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 17, 2022, relating to the financial statements of Carlisle Companies Incorporated and the effectiveness of Carlisle Companies Incorporated’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Carlisle Companies Incorporated for the year ended December 31, 2021.

/s/ Deloitte & Touche LLP

Phoenix, Arizona

June 28, 2022