ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

In the press release dated July 27, 2021, Carriage Services, Inc. (the "Company") announced and commented on its financial results for its quarter ended June 30, 2021. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated by this reference. The information being furnished under this Item 2.02, including the press release attached hereto as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that Section, nor shall such information, including Exhibit 99.1, 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 filing.

The Company's press release dated July 27, 2021, contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.




ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On July 28, 2021, upon the recommendation of the Corporate Governance Committee
of the Company, the Board of Directors (the "Board") realigned the Company's
classes of directors to provide for equal apportionment among the three classes,
as contemplated by the Company's Amended and Restated Certificate of
Incorporation.
To facilitate the class realignment, on July 28, 2021, Barry K. Fingerhut
resigned from the Board as a Class II director (term expiring in 2022), and,
effective as of July 28, 2021, was re-elected by the Board to serve as a Class I
director until the Company's 2024 annual meeting of shareholders. Mr. Fingerhut
will continue to serve on the Audit Committee, Corporate Governance Committee
and the Compensation Committee of the Board.
There are no family relationships between Mr. Fingerhut and any directors or
officers of the Company, and there have been no transactions, nor are there any
proposed transactions, between the Company and Mr. Fingerhut that would require
disclosure pursuant to Item 404(a) of Regulation S-K. The Company and Mr.
Fingerhut did not enter into any new plan, contract, arrangement or compensatory
plan in connection with Mr. Fingerhut's resignation and reappointment.
Mr. Fingerhut, 75, has served as a member of the Board since 2012, when he was
elected as a Class II director.


ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On and effective July 28, 2021, the Board approved a second amendment and
restatement to the Company's Amended and Restated By-laws (as so amended and
restated, the "Second Amended and Restated By-laws") to implement, amongst other
changes, an exclusive forum bylaw provision. Specifically, new Section 8.15 in
the Second Amended and Restated By-laws provides that unless the Company
consents to the selection of an alternative forum, the sole and exclusive forum
for any complaint asserting any internal corporate claims or derivative action
or proceedings, to the fullest extent permitted by law and subject to applicable
jurisdictional requirements, will be the Court of Chancery of the State of
Delaware (or, if the Court of Chancery does not have jurisdiction, the federal
district court for the District of Delaware). Additionally, the provision
provides that unless the Company consents to the selection of an alternative
forum, the exclusive forum for any complaint asserting a cause of action under
the Securities Act of 1933, as amended, will be any federal district court of
the United States of America.
The amendments included in the Second Amended and Restated By-laws also (1)
confirm and clarify the chair of a stockholder or director meeting, including
reference to the lead director; (2) confirm and clarify that each stockholder of
the Company is entitled to one vote, in person or by proxy, for each share of
capital held by such stockholder; (3) clarifies the requirements and procedures
for stockholders submitting proposals or nominations at a stockholder meeting
(or their qualified representative) and permitting the Company to disregard any
business or nomination if the proposing stockholder does not comply with the
applicable notice and nomination requirements and procedures provided in the
Second Amended and Restated By-laws; (4) eliminate the ability of the Company's
stockholders to take action by written consent in lieu of a duly called annual
or special meeting of stockholders; (6) specify the manner by which shareholders
may deliver certain documents to the Company; and (7) make certain technical,
conforming, modernizing and clarifying changes.
The foregoing description of the Second Amended and Restated By-laws is
qualified in its entirety by reference to the full text of the Second Amended
and Restated By-laws, a copy of which is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.

--------------------------------------------------------------------------------

ITEM 8.01 OTHER EVENTS. As previously announced, on July 26, 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 June 30, 2021, the Company had approximately $38.3 million authorization remaining under the original repurchase program. Accordingly, as of July 26, 2021, the Company had approximately $63.3 million of share repurchase authorization remaining under the revised repurchase program, subject to restrictions in its credit agreement. 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

The following are furnished as part of this Current Report on Form 8-K:



Exhibit              Description

     3.1             Second Amended and Restated By-Laws of Carriage Services, Inc. dated July 28,
                     2021
    99.1             Press Release of Carriage Services, Inc. dated July 27, 2021
     101             Cover Page Interactive Data File - the cover page XBRL tags are embedded
                     within the Inline XBRL document
     104             The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

© Edgar Online, source Glimpses