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Carriage Services (NYSE: CSV) investors back pay and auditor but keep classified board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Carriage Services, Inc. reported the results of its 2026 annual shareholder meeting held on May 12, 2026. Shareholders elected Class III directors Donald D. Patteson, Jr. and Douglas B. Meehan with 11,137,853 and 11,336,853 votes for, respectively.

Shareholders supported declassifying the board with 11,975,332 votes for, but this did not meet the required 80% of outstanding shares, so the amendment was not approved. An advisory vote on named executive officer compensation passed with 11,879,875 votes for, and the Second Amendment to the 2017 Omnibus Incentive Plan was approved with 6,138,408 votes for and 5,843,510 against.

Shareholders also ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 13,803,398 votes for and 43,409 against.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Patteson director votes for 11,137,853 votes Election of Donald D. Patteson, Jr. as Class III director
Meehan director votes for 11,336,853 votes Election of Douglas B. Meehan as Class III director
Declassify board votes for 11,975,332 votes Amendment to declassify Board of Directors did not reach 80% threshold
Say-on-pay votes for 11,879,875 votes Advisory approval of named executive officers’ compensation
Omnibus plan amendment votes 6,138,408 for; 5,843,510 against Second Amendment to 2017 Omnibus Incentive Plan approved
Auditor ratification votes for 13,803,398 votes Ratification of Grant Thornton LLP for fiscal year ending Dec. 31, 2026
Board declassification threshold 80% of outstanding shares Required affirmative vote for charter amendment to declassify board
declassify the Board of Directors financial
"to approve an amendment ... to declassify the Board of Directors (the “Board”)."
Amended and Restated Certificate of Incorporation regulatory
"approve an amendment to the Company’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
advisory vote financial
"Proposal 3 was to approve, on an advisory basis, our Named Executive Officers’ compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
2017 Omnibus Incentive Plan financial
"Proposal 4 was the approval of the Second Amendment to the Company’s 2017 Omnibus Incentive Plan."
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Understanding 8-K Material Events →
0001016281False00010162812026-05-142026-05-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026 (May 12, 2026)
Carriage Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-1196176-0423828
   (State or other jurisdiction
   of incorporation)		   (Commission
   File Number)		   (IRS Employer
   Identification No.)
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
(Address, including zip code, of principal executive offices)

Registrant's telephone number, including area code:
     (713) 332-8400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $.01 per shareCSVNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                         Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


ITEM 5.07    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 12, 2026, Carriage Services, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). 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 2029 annual meeting. The result of the vote was as follows:

NomineeVotes ForVotes WithheldBroker Non-Votes
Donald D. Patteson, Jr.11,137,853 857,785 1,854,346 
Douglas B. Meehan11,336,853 658,825 1,854,346 
Pursuant to the foregoing vote, each of Messrs. Patteson, Jr. and Meehan were duly elected as Class III directors.


PROPOSAL 2 - APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS

Proposal 2 was to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors (the “Board”). The result of the vote was as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
11,975,332 16,360 3,986 1,854,346 
Pursuant to the foregoing vote, the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board did not receive the required affirmative vote of at least 80% of the Company’s outstanding shares entitled to vote.

PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICERS’ COMPENSATION
Proposal 3 was to approve, on an advisory basis, our Named Executive Officers’ compensation, as disclosed in our Proxy Statement. The result of the vote was as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
11,879,875 104,954 10,849 1,854,346 
Pursuant to the foregoing vote, the Named Executive Officer compensation, as disclosed in the Proxy Statement for the Company’s 2026 Annual Meeting, was approved on an advisory basis. The Board and the Compensation Committee will carefully consider the voting results when making future decisions regarding executive compensation.


PROPOSAL 4 - APPROVAL OF THE SECOND AMENDMENT TO THE COMPANY’S 2017 OMNIBUS INCENTIVE PLAN

Proposal 4 was the approval of the Second Amendment to the Company’s 2017 Omnibus Incentive Plan. The result of the vote was as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
6,138,408 5,843,510 13,760 1,854,346 
Pursuant to the foregoing vote, the Second Amendment to the Company’s 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, 2026. The result of the vote was as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
13,803,398
43,409
3,217
—

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, 2026 was ratified.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following are furnished as part of this Current Report on Form 8-K:

ExhibitDescription
101Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


CARRIAGE SERVICES, INC.
Dated: May 14, 2026By:/s/ John Enwright
John Enwright
Senior Vice President, Chief Financial Officer and Treasurer




Source: View Original Filing on SEC EDGAR

FAQ

What did Carriage Services (CSV) shareholders decide on board elections in 2026?

Shareholders elected Class III directors Donald D. Patteson, Jr. and Douglas B. Meehan. Patteson received 11,137,853 votes for and Meehan received 11,336,853 votes for, with broker non-votes recorded in both cases.

Did Carriage Services (CSV) approve declassifying its board of directors?

Shareholders strongly supported declassifying the board with 11,975,332 votes for, but the amendment failed. It did not achieve the required affirmative vote of at least 80% of outstanding shares entitled to vote.

How did Carriage Services (CSV) shareholders vote on executive compensation?

Shareholders approved the named executive officers’ compensation on an advisory basis. The say-on-pay proposal received 11,879,875 votes for, 104,954 against, and 10,849 abstentions, with additional broker non-votes reported.

Was the Second Amendment to Carriage Services’ 2017 Omnibus Incentive Plan approved?

Yes. The Second Amendment to the 2017 Omnibus Incentive Plan was approved. It received 6,138,408 votes for, 5,843,510 votes against, and 13,760 abstentions, along with broker non-votes reported separately.

Which audit firm did Carriage Services (CSV) shareholders ratify for 2026?

Shareholders ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 13,803,398 votes for, 43,409 against, and 3,217 abstentions.

What governance voting threshold affected Carriage Services’ declassification proposal?

The proposal to declassify the board required an affirmative vote of at least 80% of outstanding shares entitled to vote. Although most votes cast were in favor, this supermajority threshold was not met, so the amendment was not approved.

Filing Exhibits & Attachments

3 documents

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