ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The 2021 Annual Meeting of Stockholders of the Company was held onMay 18, 2021 . 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 I directors for a three-year term expiring on the date of the 2024 annual meeting. The result of the vote was as follows: Nominee Votes For Votes Withheld Broker Non-Votes Melvin C. Payne 8,422,478 5,146,662 2,196,105 James R. Schenck 4,488,173 9,080,968 2,196,105
Pursuant to the foregoing vote,
Votes For Votes Against Abstentions Broker Non-Votes
12,359,064 1,128,656 81,587 2,195,939
Pursuant to the foregoing vote, the Named Executive Officer compensation, as
disclosed in the Proxy Statement for the 2021 Annual Meeting of Stockholders of
the Company, was approved. The Board and the Compensation Committee will
carefully consider the voting results when making future decisions regarding
executive compensation.
PROPOSAL 3 - APPROVAL OF THE THIRD AMENDMENT TO THE AMENDED AND RESTATED
CARRIAGE SERVICES, INC. 2007 EMPLOYEE STOCK PURCHASE PLAN
Proposal 3 was the approval of the Third Amendment to the
Votes For Votes Against Abstentions Broker Non-Votes
13,489,642 31,037 48,627 2,195,939
Pursuant to the foregoing vote, the Third Amendment to the
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PROPOSAL 4 - APPROVAL OF THE FIRST AMENDMENT TO THE
Votes For Votes Against Abstentions Broker Non-Votes
7,819,568 5,688,530 61,209 2,195,939
Pursuant to the foregoing vote, the First Amendment to the
Votes For Votes Against Abstentions Broker Non-Votes
15,689,819 25,042 50,384 0
Pursuant to the foregoing vote, the appointment of
ITEM 7.01. REGULATION FD DISCLOSURE OnMay 18, 2021 , the Board authorized an increase in the Company's share repurchase program to permit the Company to purchase up to an additional$25 million of its outstanding common shares. Prior to the Board's approval of the increase, as ofMarch 31, 2021 , the Company had approximately$25.6 million authorization remaining under the original repurchase program. Accordingly, as ofMay 18, 2021 , the Company had approximately$50.6 million of share repurchase authorization remaining under the revised repurchase program. The Company may repurchase shares from time to time in the open market or in other privately negotiated transactions, subject to market conditions and applicableSecurity and Exchange Commission rules. There is no specified expiration date for the Company's repurchase program. In accordance with General Instruction B.2 of Form 8-K, the information furnished under "Item 7.01. Regulation FD Disclosure," shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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