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 22, 2013
 
 
 
 
 
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 2013 Annual Meeting of Stockholders of Carriage Services, Inc. (the “Company”) was held on May 22, 2013. As of the record date for the meeting, we had 18,109,986 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 II directors for a new three-year term expiring on the date of the 2016 annual meeting. The result of the vote was as follows:
 
Nominee
 
Votes For

 
Votes Withheld

 
Broker Non-vote

L. William Heiligbrodt
 
11,338,367

 
689,225

 
3,637,032

Barry K. Fingerhut
 
10,861,026

 
1,166,566

 
3,637,032

Pursuant to the foregoing votes, the director nominees were duly elected.
PROPOSAL 2 – APPROVE OUR 2013 LONG-TERM INCENTIVE PLAN
Proposal 2 was the approval of the Company's 2013 Long-Term Incentive Plan. The result of the vote was as follows:
 
Votes For
 
 
Votes Against

 
Abstentions

 
Broker Non-Votes

5,711,547
 
 
6,261,579

 
54,465

 
3,637,033

Pursuant to the foregoing votes, the 2013 Long-Term Incentive Plan was not approved.
PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Proposal 3 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

11,411,309
 
 
542,627

 
73,655

 
3,637,033

Pursuant to the foregoing votes, the named executive officer compensation was approved on an advisory basis.
PROPOSAL 4 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal 4 was the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2013. The result of the vote was as follows:
 
Votes For
 
 
Votes Against

 
Abstentions

 
Broker Non-Votes

15,464,359
 
 
152,919

 
47,346

 

Pursuant to the foregoing votes, the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2013 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.
 
 
 
 
 
 
 
 
 
 
 
 
CARRIAGE SERVICES, INC.
 
 
 
 
Dated: May 23, 2013
 
 
 
By:
 
/s/ L. William Heiligbrodt
 
 
 
 
 
 
L. William Heiligbrodt
 
 
 
 
 
 
Vice Chairman, Executive Vice President 
and Secretary