ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On May 17, 2021, James R. Schenck, a member of the Carriage Services, Inc. (the "Company") Board of Directors (the "Board"), provided notice of his resignation from the Board of the Company, effective on that date. Mr. Schenck's resignation was not a result of any disagreement with the Company on any matter related to its operations, policies or practices. The Company is grateful for Mr. Schenck's service on the Board since 2016, including his service as Chair of the Corporate Governance Committee and as a member of the Audit Committee and the Compensation Committee. The Board has no immediate plans to fill the vacancy created by Mr. Schenck's resignation.




ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The 2021 Annual Meeting of Stockholders of the Company was held on May 18, 2021.
The matters presented for a vote and the related results are as follows:
PROPOSAL 1 - ELECTION OF DIRECTORS
Proposal 1 was the election of the nominees to serve as Class I directors for a
three-year term expiring on the date of the 2024 annual meeting. The result of
the vote was as follows:
Nominee                 Votes For       Votes Withheld        Broker Non-Votes
Melvin C. Payne         8,422,478            5,146,662               2,196,105
James R. Schenck        4,488,173            9,080,968               2,196,105

Pursuant to the foregoing vote, Mr. Payne was duly elected as a Class I director. Mr. Schenck resigned from his position on the Board prior to the vote being finalized. PROPOSAL 2 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION Proposal 2 was to approve, on an advisory basis, our Named Executive Officer compensation. The result of the vote was as follows:

Votes For Votes Against Abstentions Broker Non-Votes


  12,359,064            1,128,656            81,587               2,195,939

Pursuant to the foregoing vote, the Named Executive Officer compensation, as disclosed in the Proxy Statement for the 2021 Annual Meeting of Stockholders of the Company, was approved. The Board and the Compensation Committee will carefully consider the voting results when making future decisions regarding executive compensation. PROPOSAL 3 - APPROVAL OF THE THIRD AMENDMENT TO THE AMENDED AND RESTATED CARRIAGE SERVICES, INC. 2007 EMPLOYEE STOCK PURCHASE PLAN Proposal 3 was the approval of the Third Amendment to the Amended and Restated Carriage Services, Inc. 2007 Employee Stock Purchase Plan. The result of the vote was as follows:

Votes For Votes Against Abstentions Broker Non-Votes


  13,489,642               31,037            48,627               2,195,939

Pursuant to the foregoing vote, the Third Amendment to the Amended and Restated Carriage Services, Inc. 2007 Employee Stock Purchase Plan was approved.


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PROPOSAL 4 - APPROVAL OF THE FIRST AMENDMENT TO THE CARRIAGE SERVICES, INC. 2017 OMNIBUS INCENTIVE PLAN Proposal 4 was the approval of the First Amendment to the Carriage Services, Inc. 2017 Omnibus Incentive Plan. The result of the vote was as follows:

Votes For Votes Against Abstentions Broker Non-Votes


  7,819,568            5,688,530            61,209               2,195,939

Pursuant to the foregoing vote, the First Amendment to the Carriage Services, Inc. 2017 Omnibus Incentive Plan was approved. PROPOSAL 5 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Proposal 5 was the ratification of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021. The result of the vote was as follows:

Votes For Votes Against Abstentions Broker Non-Votes


  15,689,819               25,042            50,384                       0

Pursuant to the foregoing vote, the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified.




ITEM 7.01. REGULATION FD DISCLOSURE
On May 18, 2021, the Board authorized an increase in the Company's share
repurchase program to permit the Company to purchase up to an additional $25
million of its outstanding common shares. Prior to the Board's approval of the
increase, as of March 31, 2021, the Company had approximately $25.6 million
authorization remaining under the original repurchase program. Accordingly, as
of May 18, 2021, the Company had approximately $50.6 million of share repurchase
authorization remaining under the revised repurchase program. The Company may
repurchase shares from time to time in the open market or in other privately
negotiated transactions, subject to market conditions and applicable Security
and Exchange Commission rules. There is no specified expiration date for the
Company's repurchase program.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished under "Item 7.01. Regulation FD Disclosure," shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.

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