CARLISLE COMPANIES INC (CSL): M&A transaction — Carlisle completes $410M cash acquisition of MTL Holdings from GreyLion Partners

At the Annual Meeting, the Company’s stockholders adopted amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to: (i) remove the advance notice requirements for director nominations (the “Advance Notice Charter Amendment”) and move them to the Company’s Amended and Restated Bylaws (the “Bylaws”); and (ii) reflect recent Delaware law changes regarding officer exculpation (the “Officer Exculpation Charter Amendment” and, together with the Advance Notice Charter Amendment, the “Charter Amendments”).

On May 1, 2024, the Board approved amendments to the Company’s Bylaws (as amended, the “Amended and Restated Bylaws”) to: (i) move the advance notice requirements for the Company’s stockholders to nominate persons for election to the Board at an annual or special meeting of stockholders (the “Advance Notice Requirements”) from the Charter to the Bylaws; and (ii) update the Advance Notice Requirements to address the SEC’s universal proxy rule in Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporate proxy access procedures, as more fully set forth in Sections 1.08 and 1.09, respectively, of the Amended and Restated Bylaws attached as Appendix B to the Proxy Statement.

On May 1, 2024, Carlisle Companies Incorporated (the "Company") completed the transaction contemplated by the Unit Purchase Agreement, dated as of March 18, 2024 (the "Purchase Agreement"), with PWP Growth Equity Fund II LP, MTL CP LP, MTL Management Pool LLC, PWP Growth Equity Fund II B LP, Newbury Equity Partners V L.P., HQ Capital SCS SICAV-SIF — Auda Co-Investment Fund II, Regent Street Co-Investment Fund 2018-5, LLC, Trinity Alps Private Opportunities Fund I B LLC, Antares Capital 2 LP, Randolph Street Ventures, L.P., Jeffrey C. Walker and Chavkin Management Corp (collectively, the "Sellers"), MTL Holdings LLC ("MTL Holdings"), MTL GEF Blocker LLC ("Blocker") and, solely in its capacity as the representative of all of the Sellers, PWP Growth Equity Fund II LP. Pursuant to the Purchase Agreement, the Company acquired all of the equity interests of MTL Holdings and Blocker in exchange for cash consideration in the amount of $410 million, subject to certain customary purchase price a

Proposal 3. Adoption of the Officer Exculpation Charter Amendment: Votes For Votes Against Abstentions Broker Non-Votes 33,631,537 7,943,973 67,530 2,496,590

Proposal 2. Adoption of the Advance Notice Charter Amendment: Votes For Votes Against Abstentions Broker Non-Votes 41,452,330 127,433 63,277 2,496,590

Proposal 1. Election of Directors: Director Votes For Votes Against Abstentions Broker Non-Votes James D. Frias 39,793,947 1,819,636 29,457 2,496,590 Maia A. Hansen 33,364,471 8,166,214 112,355 2,496,590 Corrine D. Ricard 40,018,686 1,593,893 30,461 2,496,590

Proposal 4. Approval of the 2024 Incentive Compensation Program: Votes For Votes Against Abstentions Broker Non-Votes 40,028,736 1,560,190 54,114 2,496,590

Proposal 5. Approval, on an advisory basis, of the compensation of the Company’s named executive officers for 2023: Votes For Votes Against Abstentions Broker Non-Votes 36,594,437 4,919,005 129,598 2,496,590

Proposal 6. Ratification of Deloitte & Touche LLP: Votes For Votes Against Abstentions 44,039,328 75,373 24,929