CARRIAGE SERVICES INC 8-K

What Happened

• Carriage Services, Inc. held its 2026 Annual Meeting of Shareholders on May 12, 2026 and filed the results on Form 8-K dated May 14, 2026. Two Class III directors were re-elected: Donald D. Patteson, Jr. and Douglas B. Meehan. A proposed amendment to declassify the board did not receive the required 80% affirmative vote and therefore failed. Shareholders approved the advisory "say-on-pay" vote, approved the Second Amendment to the 2017 Omnibus Incentive Plan, and ratified Grant Thornton LLP as the company’s independent auditors for fiscal 2026.

Key Details

• Director elections (three-year terms):
  • Donald D. Patteson, Jr.: 11,137,853 votes for; 857,785 withheld; 1,854,346 broker non-votes.
  • Douglas B. Meehan: 11,336,853 votes for; 658,825 withheld; 1,854,346 broker non-votes.
• Declassification amendment (failed): 11,975,332 for; 16,360 against; 3,986 abstentions; 1,854,346 broker non-votes. Proposal did not reach the required ≥80% of outstanding shares entitled to vote.
• Say-on-pay (advisory): 11,879,875 for; 104,954 against; 10,849 abstentions; 1,854,346 broker non-votes. The Board and Compensation Committee will consider the vote when setting future executive pay.
• 2017 Omnibus Incentive Plan — Second Amendment (approved): 6,138,408 for; 5,843,510 against; 13,760 abstentions; 1,854,346 broker non-votes.
• Auditor ratification: Grant Thornton LLP ratified with 13,803,398 for; 43,409 against; 3,217 abstentions.

Why It Matters

• The board remains classified because the declassification amendment did not meet the 80% approval threshold, meaning directors will continue to serve staggered terms under the current charter.
• Re-election of Messrs. Patteson and Meehan maintains current board leadership.
• The advisory approval of executive compensation signals general shareholder support for pay practices (though advisory and non-binding); the Board will consider the outcome going forward.
• Approval of the omnibus plan amendment and ratification of auditors are governance actions that affect executive equity programs and provide continuity in external audit oversight.