Carlisle Companies (CSL) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held on April 29, 2026, with proposals to elect two directors, approve executive compensation for 2025, and ratify Deloitte & Touche LLP as auditor for 2026.

• Only shareholders of record as of March 4, 2026, may vote; 40,878,276 shares were outstanding as of the record date.

• Voting can be done online, by phone, mail, or in person, with specific instructions for registered, beneficial, and 401(k) plan shareholders.

Voting matters and shareholder proposals

• Proposals include electing two directors, advisory approval of 2025 executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• Majority vote is required for all proposals; abstentions and broker non-votes are handled per NYSE rules.

• Shareholders can submit proposals for the 2027 meeting by November 17, 2026, and director nominations by specific deadlines.

Board of directors and corporate governance

• The board consists of eight members, divided into three classes; two directors are up for election for three-year terms.

• Board committees include Audit, Compensation, and Corporate Governance and Nominating, each with defined charters and rotating chairs.

• All directors except the CEO are independent under NYSE and company standards.

• The board emphasizes diversity and has a structured nomination process, including proxy access for significant shareholders.

• Lead Independent Director role provides oversight and facilitates communication between independent directors and management.