Two Carriage Services directors fail to win majority; say-on-pay not approved

CARRIAGE SERVICES INC

Douglas Meehan received 5,186,668 votes for, 5,329,120 withheld; Donald Patteson 5,029,684 for, 5,486,104 withheld; neither elected.
Both directors resigned; Board unanimously rejected resignations after praising their contributions.
Advisory vote on named executive officer compensation failed: 5,251,471 for, 5,252,926 against.
Stockholders approved annual frequency for say-on-pay votes (9,635,095 for one year).
Board adopted amended bylaws enhancing stockholder nomination procedures and meeting rules.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CARRIAGE SERVICES INC: Amended and restated bylaws to enhance procedural mechanics for stockholder nominations, clarify meeting powers, and make other changes (effective 2023-05-16).

Change: bylaw amendment
Effective: 2023-05-16

Exact text from the filing

On May 16, 2023, the Board of Directors (the “Board”) of Carriage Services, Inc. (the “Company”) approved and adopted amended and restated by-laws, effective as of May 16, 2023 (the “Amended and Restated By-Laws”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CARRIAGE SERVICES INC shareholders approved Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-16 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-05-16

Exact text from the filing

Votes For Votes Against Abstentions Broker Non-Votes 12,200,921 86,045 7,611 —

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CARRIAGE SERVICES INC shareholders approved Advisory vote on the frequency of the advisory vote on Named Executive Officers' compensation at the 2023-05-16 meeting.

Proposal: say on pay frequency
Outcome: passed
Meeting: 2023-05-16

Exact text from the filing

One Year Two Years Three Years Abstentions Broker Non-Votes 9,635,095 30,350 841,433 8,908 1,778,789

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CARRIAGE SERVICES INC shareholders rejected Advisory vote on Named Executive Officers' compensation at the 2023-05-16 meeting.

Proposal: say on pay
Outcome: failed
Meeting: 2023-05-16

Exact text from the filing

Votes For Votes Against Abstentions Broker Non-Votes 5,251,471 5,252,926 11,390 1,778,789

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CARRIAGE SERVICES INC shareholders voted on Election of Class III directors for a three-year term expiring at the 2026 annual meeting at the 2023-05-16 meeting.

Proposal: director election
Meeting: 2023-05-16

Exact text from the filing

Nominee Votes For Votes Withheld Broker Non-Votes Douglas B. Meehan 5,186,668 5,329,120 1,778,789 Donald D. Patteson, Jr. 5,029,684 5,486,104 1,778,789

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CARRIAGE SERVICES INC filing history →

Source: SEC EDGAR

accession 0001016281-23-000076

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