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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): November 3, 2011
Carriage Services, Inc.
(Exact name of registrant as specified in is charter)
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Delaware
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1-11961
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76-0423828 |
(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
(Address, including zip code, of principal executive offices)
Registrants 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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
(b) Vincent D. Foster informed the Board of Directors on November 3, 2011 that he will be
retiring as director of the Company effective November 11, 2011 to pursue other personal and
professional interests. Mr. Foster has been a director of the Company for twelve years and was
currently serving as the chairman of the Audit Committee and a member of the Compensation
Committee. His term expires on the 2013 annual meeting of shareholders. Mr. Fosterss decision to
retire was not due to a disagreement with the Company.
ITEM 8.01. OTHER EVENTS
On November 4, the Company issued a News Release announcing, among other things, that the
director, Vincent D. Foster has informed the Company that that he be retiring from the Board of
Directors effective November 11, 2011. A copy of the News Release is attached to this Form 8-K as
Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibits. The following exhibits are furnished as part of this
current report on Form 8-K: |
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99.1 |
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Press Release dated November 4, 2011. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Carriage Services, Inc.
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CARRIAGE SERVICES, INC. |
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Dated: November 4, 2011
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By:
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/s/ Terry E. Sanford
Terry E. Sanford
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Executive Vice President and Chief Financial Officer |
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INDEX TO EXHIBITS
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Exhibit |
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Description |
99.1
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Press release dated November 4, 2011. |
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exv99w1
Exhibit 99.1
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FOR IMMEDIATE RELEASE
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Contacts:
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Terry Sanford, EVP & CFO |
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Carriage Services, Inc. |
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713-332-8400 |
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Investors:
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Alexandra Tramont/Matt Steinberg |
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FTI Consulting, Inc. |
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(212) 850-5600 |
CARRIAGE SERVICES ANNOUNCES RETIREMENT OF
VINCENT D. FOSTER FROM BOARD OF DIRECTORS
HOUSTON November 4, 2011 Carriage Services, Inc. (NYSE: CSV) announced that Vincent D.
Foster is retiring from the Board of Directors effective November 11, 2011. Mr. Foster has served
on the Board for twelve years and his current term on the Board ends at the 2013 annual meeting of
shareholders. Mr. Foster communicated to the Board yesterday his decision to pursue other personal
and professional interests. Upon Mr. Fosters retirement, Carriage will have three independent and
two inside Board members.
Melvin C. Payne, Chief Executive Officer, stated, We thank Vince Foster for his long and
valuable service to Carriage Services. He contributed immensely during the formative years of our
Company, especially as the Chairman of Carriages Audit Committee.
Carriage Services is a leading provider of deathcare services and merchandise in the United
States. Carriage operates 158 funeral homes in 25 states and 33 cemeteries in 12 states.
Certain statements made herein or elsewhere by, or on behalf of, the Company that are not
historical facts are intended to be forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements are based on assumptions that the Company believes are reasonable;
however, many important factors, as discussed under Forward-Looking Statements and Cautionary
Statements in the Companys Annual Report and Form 10-K for the year ended December 31, 2010,
could cause the Companys results in the future to differ materially from the forward-looking
statements made herein and in any other documents or oral presentations made by, or on behalf of,
the Company. The Company assumes no obligation to update or publicly release any revisions to
forward-looking statements made herein or any other forward-looking statements made by, or on
behalf of, the Company. A copy of the Companys Form 10-K, and other Carriage Services information
and news releases, are available at www.carriageservices.com.