ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 18, 2020, Carriage Services, Inc. (the "Company") entered into a limited waiver and fourth amendment (the "Fourth Amendment") to its senior secured revolving credit facility dated May 31, 2019 (as amended, the "Credit Facility") with the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent (in such capacity, the "Administrative Agent"). Pursuant to the Fourth Amendment we received a waiver under our Credit Facility for the failure to comply with the Total Leverage Ratio covenant for the fiscal quarter ended March 31, 2020. In addition, the interest rate margin applicable to amounts outstanding under the Credit Facility, which is based on the Company's Total Leverage Ratio (as defined in the Credit Facility), was increased as shown on the following pricing grid:


                                 Applicable Rate
                                                    Eurodollar
                                                  Rate/Letter of
 Pricing Level        Total Leverage Ratio         Credit Fees       Base Rate
       1                  < 3.50 : 1.00               2.250%           1.250%
       2         < 4.25 : 1.00 but ? 3.50 : 1.00      2.375%           1.375%
       3         < 5.00 : 1.00 but ? 4.25 : 1.00      2.500%           1.500%
       4                  ? 5.00 : 1.00               3.000%           2.000%

The foregoing description of the Fourth Amendment is not complete and is qualified in its entirety by reference to the complete text of the Fourth Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.




ITEM 5.02   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
            CERTAIN OFFICERS


 (e)

Cancellation of Previously Issued Performance Awards
On May 19, 2020, Melvin C. Payne, the Chairman of the Board and Chief Executive
Officer of the Company; William W. Goetz, the President and Chief Operating
Officer of the Company; Viki K. Blinderman, the Senior Vice President, Principal
Financial Officer, Chief Accounting Officer and Secretary of the Company; Carl
B. Brink, the Senior Vice President, Chief Financial Officer and Treasurer of
the Company; Paul D. Elliott, the Senior Vice President and Regional Partner of
the Company; and Shawn R. Phillips, the Senior Vice President and the Head of
Strategic and Corporate Development of the Company, each agreed to the
cancellation of two separate Performance Award Agreements previously awarded by
the Company to each of the above named individuals in February 2019 and February
2020 (collectively, the "Agreements"). Prior to such cancellation, each of the
Agreements provided for contingent compensation, which was payable to such
individuals in shares of the Company's common stock, based on the performance of
the Company over a five-year period from the date of grant.
The table below sets forth the number of Performance Awards previously granted
to each of the above-named individuals pursuant to the Agreements in 2019 and
2020, respectively, and the number of Performance Awards cancelled on May 19,
2020.
2019:
Named Executive Officer Performance Awards Granted Performance Awards Cancelled
Melvin C. Payne                  100,000                     100,000
William W. Goetz                  35,000                      35,000
Viki K. Blinderman                10,500                      10,500
Carl C. Brink                     10,500                      10,500
Paul D. Elliott                   10,500                      10,500
Shawn R. Phillips                 10,500                      10,500

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2020:


Named Executive Officer Performance Awards Granted Performance Awards Cancelled
Melvin C. Payne                   40,000                      40,000
William W. Goetz                  20,000                      20,000
Viki K. Blinderman                9,000                       9,000
Carl C. Brink                     9,000                       9,000
Paul D. Elliott                   9,000                       9,000
Shawn R. Phillips                 9,000                       9,000

Issuance of New Performance Awards

On May 19, 2020, the Company's Compensation Committee approved a new Performance Award Agreement (the "New Agreement") for eligible employees, including the Company's executive officers. Pursuant to the New Agreement, the target share awards for each of the Company's executive officers (each, an "Award") will vest on December 31, 2024 (the "Vesting Date") if the Company's common stock reaches one of five pre-determined growth targets for a sustained period beginning on the grant date of May 19, 2020 and ending on December 31, 2024 (the "Performance Period").

The Award will result in Ms. Blinderman and Messrs. Brink, Elliott and Phillips (each an "Executive") each being awarded 13,974 shares if the average closing price of the Company's common stock, during any twenty consecutive day period during the Performance Period (the "Average Closing Price"), reaches $35.78 ("Target 1"); 22,789 shares will be awarded to each Executive if the Average Closing Price of the Company's common stock reaches $43.88 ("Target 2"); 32,778 shares will be awarded to each Executive if the Average Closing Price of the Company's common stock reaches $53.39 ("Target 3"); 38,772 shares will be awarded to each Executive if the Average Closing Price of the Company's common stock reaches $64.48 ("Target 4"); and 45,255 shares will be awarded to each Executive if the Average Closing Price of the Company's common stock reaches $77.34 ("Target 5").

With respect to Mr. Goetz, the Award will result in 33,538 shares being awarded to him if the Average Closing Price of the Company's common stock reaches Target 1; 61,531 shares will be awarded to him if the Average Closing Price of the Company's common stock reaches Target 2; 93,650 shares will be awarded to him if the Average Closing Price of the Company's common stock reaches Target 3; 108,561 shares will be awarded to him if the Average Closing Price of the Company's common stock reaches Target 4; and 129,299 shares will be awarded to him if the Average Closing Price of the Company's common stock reaches Target 5.

With respect to Mr. Payne, the Award will result in 55,897 shares being awarded to him if the Average Closing Price of the Company's common stock reaches Target 1; 91,158 shares will be awarded to him if the Average Closing Price of the Company's common stock reaches Target 2; 140,476 shares will be awarded to him if the Average Closing Price of the Company's common stock reaches Target 3; 155,087 shares will be awarded to him if the Average Closing Price of the Company's common stock reaches Target 4; and 181,019 shares will be awarded to him if the Average Closing Price of the Company's common stock reaches Target 5.

The Awards are designed to directly align certain forms of equity compensation payable to the Company's executive officers with long-term stockholder value creation and sustainable high performance by the Company. The foregoing descriptions of the material terms of the Awards do not purport to be complete and are qualified in their entirety by reference to the New Agreement, the form of which is filed herewith as Exhibit 10.2 and incorporated by reference herein.

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ITEM 5.07   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The 2020 Annual Meeting of Stockholders of the Company was held on May 19, 2020.
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 III directors for
a three-year term expiring on the date of the 2023 annual meeting. The result of
the vote was as follows:
Nominee                   Votes For    Votes Withheld    Broker Non-Votes
Douglas B. Meehan         7,443,917         6,375,902           2,298,440
Donald D. Patteson, Jr.   5,862,983         7,956,836           2,298,440


Pursuant to the foregoing vote, Mr. Meehan was duly elected as a Class III
director.
Mr. Patteson did not receive a majority of the votes cast in the affirmative
and, pursuant to the terms of the Company's Amended and Restated By-laws,
tendered his resignation to the Board of Directors (the "Board"), with the
effectiveness of such resignation being conditioned on the Board's acceptance of
such resignation. The Board subsequently considered Mr. Patteson's resignation,
including a full discussion, wherein the Board agreed that Mr. Patteson's deep
knowledge and understanding of the Company achieved through years of service as
a Board member, his prior executive leadership experience as both a Chief
Executive Officer and Chief Financial Officer, his service as the Company's
Audit Committee Chairman, and his consistent and valued contributions, questions
and insights, make Mr. Patteson an invaluable member of the Board. Mr.
Patteson's tendered resignation was unanimously rejected by the Board on May 21,
2020.
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
12,923,165          878,600         18,054           2,298,440


Pursuant to the foregoing vote, the Named Executive Officer compensation, as
disclosed in the Proxy Statement for the 2020 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 - 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, 2020.
The result of the vote was as follows:
Votes For     Votes Against    Abstentions    Broker Non-Votes
16,095,928           18,356          3,975                   -

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, 2020 was ratified.

ITEM 8.01 OTHER EVENTS. On May 19, 2020, the Company announced its Board's decision to increase the annual dividend $0.05 to $0.35 annually, beginning with the next dividend declaration in the third quarter of 2020. The declaration and amount of any future dividends, and any future increase (or decrease) in such amount, is at the discretion of the Board of the Company and subject to the Company's financial condition, results of operations, cash flows and other factors the Board deems relevant.

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ITEM 9.01 FINANCIAL STATMENTS AND EXHIBITS.


  The following are filed as part of this Current Report on Form 8-K:
  10.1   Limited Waiver and Fourth Amendment to Credit Agreement, dated as of May
         18, 2020, by and among Carriage Services, Inc., the financial
         institutions party thereto, as lenders, and Bank of America, as
         administrative agent, swing line lender and L/C issuer.
         Form of Performance Award Agreement under Carriage Services, Inc. 2017
  10.2   Omnibus Incentive Plan.

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