CARRIAGE SERVICES INC

Regulatory Filings • May 21, 2015

8-K 1 a8-kxmay192015xannualrepor.htm 8-K - MAY 19, 2015 ANNUAL REPORT MEETING RESULTS html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2015 Workiva 8-K - May 19, 2015 - Annual Report Voting Results

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2015

Carriage Services, Inc.

(Exact name of registrant as specified in is charter)

Delaware	1-11961	76-0423828
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3040 Post Oak Boulevard, Suite 300

Houston, Texas 77056

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (713) 332-8400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¬ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¬ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¬ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¬ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

The 2015 Annual Meeting of Stockholders of Carriage Services, Inc. (the “Company”) was held on May 19, 2015. As of the record date for the meeting, we had 18,495,091 shares of Common Stock outstanding, each of which was entitled to one vote. The matters presented for a vote and the related results are as follows:

PROPOSAL 1 – ELECTION OF DIRECTORS

Proposal 1 was the election of two nominees to serve as Class I directors for a new three-year term expiring on the date of the 2018 annual meeting. The result of the vote was as follows:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Melvin C. Payne	11,862,255	428,292	4,736,351
Richard W. Scott	11,429,033	861,514	4,736,351

Pursuant to the foregoing votes, the director nominees were duly elected.

PROPOSAL 2 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Proposal 2 was the approval of the named executive officer compensation. The result of the vote was as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,980,725	6,164,018	145,803	4,736,352

Pursuant to the foregoing votes, the named executive officer compensation was not approved on an advisory basis.

PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposal 3 was the ratification of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015. The result of the vote was as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
16,896,864	49,611	80,423	—

Pursuant to the foregoing votes, the selection of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Carriage Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ L. William Heiligbrodt
L. William Heiligbrodt
Executive Vice President and Secretary