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): September 20, 2016
Carriage Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-11961 | 76-0423828 | ||
(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
¨ | 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)) |
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On September 20, 2016, David J. DeCarlo submitted a letter of resignation to the Board of Directors (the “Board”) of Carriage Services, Inc. (the “Company”) in which he indicated his intent to resign from his position as President of the Company and Vice Chairman of the Board in order to pursue retirement and other personal interests. Accordingly, Mr. DeCarlo will resign from the Company and the Board effective as of September 30, 2016. Mr. DeCarlo had been a non-employee director of the Company from May 2011 until March 2014, when he was appointed the President of the Company and Vice Chairman of the Board.
In connection with Mr. DeCarlo's retirement, the total size of the Board will decrease from six to five members, effective September 30, 2016.
ITEM 7.01 REGULATION FD DISCLOSURE
On September 21, 2016, the Company issued a press release announcing the resignation of a director described under Item 5.02 of this Current Report, a copy of which is furnished as Exhibit 99.1 hereto pursuant to Item 7.01 of Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following are furnished as part of this current report on Form 8-K:
Exhibit No. | Description of Exhibit | |
99.1 | Press Release dated September 21, 2016 | |
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: September 22, 2016 | By: | /s/ Viki K. Blinderman | |
Viki K. Blinderman | |||
Co-Chief Financial Officer, Chief Accounting Officer and Secretary | |||
(Duly Authorized Officer and Principal Accounting Officer) | |||
EXHIBIT 99.1
Carriage Services Announces Retirement of David J. DeCarlo
HOUSTON, September 21, 2016 /PRNewswire/ -- Carriage Services, Inc. (NYSE: CSV). Mel Payne, Chairman and CEO of Carriage, stated, “It is with mixed feelings that I announce the retirement of Dave DeCarlo as President and Vice Chairman of the Board of Directors of Carriage, effective September 30, 2016. Dave came out of a well-earned retirement from a long career with Matthews International to join our Board on May 5, 2011 as Lead Director and was instrumental in supporting the major Management and Board Reorganization on November 4, 2011 that led to the launching on January 1, 2012 of the Carriage Good To Great Journey that never ends. He then joined the company full time as President and Vice Chairman on March 4, 2014.
As we bring the first five year timeframe of our Carriage Good To Great Journey to a close at year end 2016, I would like to thank Dave for his significant contribution to the amazing High Performance Culture Transformation that we have achieved since 2011. We will miss him as a member of our Operations and Strategic Growth Leadership Team and wish him and his wife Peggy the very best in his second well deserved retirement.”
Carriage Services is a leading provider of funeral and cemetery services and merchandise in the United States. Carriage operates 170 funeral homes in 27 states and 32 cemeteries in 11 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, 2015, 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 http://www.carriageservices.com.