ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 17, 2022, Carriage Services, Inc. (the "Company") held its 2022 Annual
Meeting of Stockholders (the "Annual Meeting"). As described in Item 5.07 of
this Current Report on Form 8-K, at the Annual Meeting, a greater number of
votes were withheld than were voted for Bryan D. Leibman's election to the Board
of Directors (the "Board"). In accordance with the Company's Second Amended and
Restated By-laws, effective May 17, 2022, Mr. Leibman promptly tendered, and the
Board accepted, his resignation. Mr. Leibman'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. Leibman's service on the
Board since 2015, including his service as the Company's Lead Independent
Director and as a member of the Audit Committee, the Corporate Governance
Committee and the Compensation Committee.
Effective with Mr. Leibman's resignation, the Board appointed Donald D.
Patteson, Jr. as Lead Independent Director.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's 2022 Annual Meeting was held on May 17, 2022. 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 II directors for a
three-year term expiring on the date of the 2025 annual meeting. The result of
the vote was as follows:
Nominee Votes For Votes Withheld Broker Non-Votes
Bryan D. Leibman 4,168,991 6,868,991 1,898,239
Dr. Achille Messac 4,437,426 6,600,556 1,898,239
Pursuant to the foregoing vote, neither Mr. Leibman nor Dr. Messac received a
majority of the votes cast in the affirmative and, pursuant to the terms of the
Company's Second Amended and Restated By-laws, promptly tendered their
respective resignation to the Board, with the effectiveness of each such
resignation being conditioned on the Board's acceptance of each such
resignation.
The Board subsequently considered Dr. Messac's resignation, including a full
discussion, wherein the Board agreed that his prior leadership and experience,
along with his service as the Company's Corporate Governance Chairman, and his
consistent and valued contributions, acumen and insights, make him an invaluable
member of the Board. Accordingly, Dr. Messac's tendered resignation was
unanimously rejected by the Board on May 17, 2022.
As described in Item 5.02 of this Current Report on Form 8-K, Mr. Leibman's
tendered resignation was accepted by the Board.
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
7,470,317 3,504,446 63,218 1,898,239
Pursuant to the foregoing vote, the Named Executive Officer compensation, as
disclosed in the Proxy Statement for the Company's 2022 Annual Meeting, was
approved. The Board and the Compensation Committee will carefully consider the
voting results when making future decisions regarding executive compensation.
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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, 2022.
The result of the vote was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
12,809,359 72,516 54,346 -
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, 2022 was ratified.
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CARRIAGE SERVICES, INC. 
