What changed in this filing

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Item 9A. Controls and Procedures

2021-03-02 compared with 2020-02-28 · 45 added, 50 removed, 214 unchanged (31% of the section changed)

21 unchanged sentences

Chief Executive Officer and Chairman of the Board

Senior Vice President, Chief Accounting Officer and Secretary

(Principal Executive Officer)

Senior Vice President and Chief Accounting Officer

(Principal Financial Officer)

February 28, 2020

March 2, 2021

Changes in Internal Control Over Financial Reporting

3 unchanged sentences

Code of Ethics

We have adopted a Business Ethics and Code of Conduct (the “Code”), which is applicable to our principal executive officer and other senior financial officers, who include our principal financial officer, principal accounting officer or controller, and persons performing similar functions.

We have adopted a Code of Business Conduct and Ethics (the “Code”), which is applicable to each of our Directors, Officers, and employees, including our principal executive officer and other senior financial officers, who include our principal financial officer, principal accounting officer or controller, and persons performing similar functions.

The Code is available on our internet website at www.carriageservices.com .

To the extent required by SEC rules, we intend to disclose any amendments to this code and any waiver of a provision of the Code for the benefit of our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website within four business days following any such amendment of waiver, or within any other period that may be required under SEC rules from time to time.

The information required by Item 10 is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2019 .

The information required by Item 10 is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2020.

EXECUTIVE COMPENSATION.

The information required by Item 11 is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2019 .

The information required by Item 11 is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2020.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by Item 12 is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2019 .

The information required by Item 12 is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2020.

The following table, required by Item 201(d) of Regulation S-K, summarizes information regarding the number of shares of our common stock that are available for issuance under all of our existing equity compensation plans as of December 31, 2020.

Plan Category

Number of securities to

Plan Category Number of securities to

be issued upon exercise

1 unchanged sentence

warrants and rights

Weighted-average

(a) Weighted-average

exercise price of

1 unchanged sentence

warrants and rights

Number of securities

(b) Number of securities

remaining available for

5 unchanged sentences

Equity compensation plans not approved by security holders — — —

Total 911,736 $ 23.40 1,782,824

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

The information required by Item 13 is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2019 .

The information required by Item 13 is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2020.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by Item 14 is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2019 .

The information required by Item 14 is incorporated in this Annual Report on Form 10-K by reference to our definitive proxy statement or an amendment to this Annual Report on Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2020.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

53 unchanged sentences

4.10 Summary of Securities Registered under Section 12.

Incorporated by reference to Exhibit 4.10 to the Company's Annual Report on Form 10-K filed on February 28, 2020.

10.1 Credit Agreement dated August 30, 2012, among Carriage Services, Inc.

31 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2019.

Second Amended and Restated Employment Agreement dated March 14, 2012 between Carriage Services, Inc.

and Melvin C.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 20, 2012.

First Amendment to Second Amended and Restated Employment Agreement by and between Carriage Services, Inc.

and Melvin C.

Payne dated March 3, 2014.

Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2014.

10.14 Indemnity Agreement with Melvin C.

15 unchanged sentences

Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2013.

Second Amendment to the Second Amended and Restated Employment Agreement by and between Carriage Services, Inc.

and Melvin C.

Payne, dated effective as of March 21, 2017.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 23, 2017.

Third Amendment to the Second Amended and Restated Employment Agreement by and between Carriage Services, Inc.

and Melvin C.

Payne, dated effective as of May 12, 2017.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 12, 2017.

Fourth Amendment to the Second Amended and Restated Employment Agreement by and between Carriage Services, Inc.

and Melvin C.

Payne, dated effective as of February 20, 2019.

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 26, 2019.

10.20 Form of Employee Restricted Stock Agreement under Carriage Services, Inc.

18 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 8, 2019.

10.27 First Amendment to Employment Agreement dated February 17, 2021 by and between the Company and Melvin C.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2021.

10.28 Employment Agreement dated November 5, 2019, by and between the Company and Shawn Phillips.

13 unchanged sentences

10.34 Transaction Agreement dated as of November 25, 2019 by and among Carriage Funeral Holdings, Inc., Carriage Holdings Virginia, Inc., Carriage Services of Virginia LLC, Calvary Memorial Park, Inc., Fairfax Memorial Funeral Home, L.L.C., Holder Representative and Carriage Services, Inc.

Incorporated by reference to Exhibit 10.

38 to the Company's Annual Report on Form 10-K filed on February 28, 2020.

10.35 Amendment to the Transaction Agreement dated as of December 30, 2019 by and among Carriage Funeral Holdings, Inc., Carriage Holdings Virginia, Inc., Carriage Services of Virginia LLC, Calvary Memorial Park, Inc., Fairfax Memorial Funeral Home, L.L.C., Holder Representative and Carriage Services, Inc.

I ncorporated by reference to Exhibit 10.

39 to the Company's Annual Report on Form 10-K filed on February 28, 2020.

10.36 Limited Waiver and Fourth Amendment to Credit Agreement, dated as of May 18, 2020, by and among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, as administrative agent, swing line lender and L/C issuer.

Incorporated by reference to E xhibit 10.1 to the Company's Current Report on Form 8-K filed on May 22, 2020.

10.37 Form of Performance Award Agreement under Carriage Services, Inc.

2017 Omnibus Incentive Plan.

Incorporated by reference to E xhibit 10.2 to the Company's Current Report on Form 8-K filed on May 22, 2020.

10.38 Limited Consent to Credit Agreement, dated as of August 7, 2020, by and among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Quarterly Period Ending September 30, 2020.

10.39 Form of Notes Repurchase Agreement, Incorporated by reference to E xhibit 10.1 to the Company's Current Report on Form 8-K filed on September 4, 2020.

*10.40 Release and Separation Agreement by and between Carriage Services, Inc.

Blinderman, dated Febr uary 2 , 20 21 and effective March 31, 2021.

*21.1 Subsidiaries of the Company.

15 unchanged sentences

FORM 10-K SUMMARY.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2020 .

CARRIAGE SERVICES, INC.

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Melvin C.

Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

February 28, 2020

Senior Vice President, Chief Accounting Officer, Principal Financial Officer and Secretary

February 28, 2020

(Principal Financial Officer)

/s/ Adeola Olaniyan

Corporate Controller and Principal Accounting Officer

February 28, 2020

Payne Chief Executive Officer and Chairman of the Board

Payne (Principal Executive Officer) March 2, 2021

Blinderman Senior Vice President and Chief Accounting Officer March 2, 2021

Blinderman (Principal Financial Officer)

/s/ Adeola Olaniyan Corporate Controller and Principal Accounting Officer

March 2, 2021

Adeola Olaniyan

/s/ William W.

President, Chief Operating Officer and Director

February 28, 2020

/s/ Donald D.

February 28, 2020

/s/ Douglas Meehan

February 28, 2020

Director March 2, 2021

Schenck Director March 2, 2021

Fingerhut Director March 2, 2021

Leibman Director March 2, 2021

/s/ Douglas Meehan Director March 2, 2021

Douglas Meehan

/s/ Achille Messac Director March 2, 2021

Achille Messac

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures