e8vk
 
 
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)
         
Delaware   1-11961   76-0423828
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   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:
o   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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. Fosters’s 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.
  (d)   Exhibits. The following exhibits are furnished as part of this current report on Form 8-K:
  99.1   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.
             
    CARRIAGE SERVICES, INC.    
 
           
Dated: November 4, 2011
  By:   /s/ Terry E. Sanford
 
Terry E. Sanford
   
 
      Executive Vice President and Chief Financial Officer    

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INDEX TO EXHIBITS
     
Exhibit   Description
99.1
  Press release dated November 4, 2011.

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exv99w1
Exhibit 99.1
     
(LOGO)
  Press Release
         
FOR IMMEDIATE RELEASE
  Contacts:   Terry Sanford, EVP & CFO
 
      Carriage Services, Inc.
 
      713-332-8400
 
       
 
  Investors:   Alexandra Tramont/Matt Steinberg
 
      FTI Consulting, Inc.
 
      (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. Foster’s 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 Carriage’s 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 Company’s Annual Report and Form 10-K for the year ended December 31, 2010, could cause the Company’s 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 Company’s Form 10-K, and other Carriage Services information and news releases, are available at www.carriageservices.com.