ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
In the press release dated
The Company's press release dated
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. OnJuly 28, 2021 , upon the recommendation of theCorporate 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, onJuly 28, 2021 ,Barry K. Fingerhut resigned from the Board as a Class II director (term expiring in 2022), and, effective as ofJuly 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 betweenMr. Fingerhut and any directors or officers of the Company, and there have been no transactions, nor are there any proposed transactions, between the Company andMr. Fingerhut that would require disclosure pursuant to Item 404(a) of Regulation S-K.The Company andMr. Fingerhut did not enter into any new plan, contract, arrangement or compensatory plan in connection withMr. 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 effectiveJuly 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 theCourt of Chancery of the State of Delaware (or, if theCourt of Chancery does not have jurisdiction, the federal district court for the District ofDelaware ). 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 ofthe 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.
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ITEM 8.01 OTHER EVENTS.
As previously announced, on
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 ofCarriage Services, Inc. datedJuly 28, 2021 99.1 Press Release ofCarriage Services, Inc. datedJuly 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
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