Business Context and Reporting Period
This Form 8-K reports on the results of the 2026 Annual Meeting of Shareholders held by Carriage Services, Inc. on May 12, 2026. The filing date is May 14, 2026.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder votes. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes and Voting Results
- Proposal 1 (Election of Directors): Approved. Donald D. Patteson, Jr. and Douglas B. Meehan were elected as Class III directors.
- Proposal 2 (Declassification of Board): Failed. The proposal to amend the Certificate of Incorporation to declassify the Board did not receive the required 80% affirmative vote. Votes For: 11,975,332; Votes Against: 16,360.
- Proposal 3 (Say-on-Pay): Approved. Advisory vote on Named Executive Officers' compensation passed.
- Proposal 4 (Incentive Plan Amendment): Approved. The Second Amendment to the 2017 Omnibus Incentive Plan was approved.
- Proposal 5 (Auditor Ratification): Approved. Grant Thornton LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future performance. The Board noted it will consider the voting results on executive compensation for future decisions. No specific risks or contingencies were disclosed in this report.
Investor Verification Checklist
- Verify the implications of the failed Proposal 2 regarding the continued classified structure of the Board of Directors.
- Review the 2017 Omnibus Incentive Plan Second Amendment details to understand changes to equity compensation.
- Confirm the appointment of Grant Thornton LLP as the auditor for the 2026 fiscal year.
- Check the company's Proxy Statement for detailed executive compensation data referenced in Proposal 3.