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Item 9A. Controls and Procedures

2022-03-02 compared with 2021-03-02 · 49 added, 105 removed, 154 unchanged (50% of the section changed)

18 unchanged sentences

Based on such assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

The Company’s internal control over financial reporting as of December 31, 2020 has been audited by Grant Thornton LLP, an independent registered public accounting firm, which also audited the financial statements of the Company for the year ended December 31, 2020, as stated in their report which is presented in this Annual Report.

The Company’s internal control over financial reporting as of December 31, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, which also audited the financial statements of the Company for the year ended December 31, 2021, as stated in their report that is presented in this Annual Report.

/s/ Melvin C.

1 unchanged sentence

(Principal Executive Officer)

Senior Vice President and Chief Accounting Officer

Benjamin Brink

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

3 unchanged sentences

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

48 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation, as amended, of the Company.

Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1996.

Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 1996, filed on March 20, 1997.

3.2 Certificate of Amendment dated May 7, 1997.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1997.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 1997, filed on November 14, 1997.

3.3 Certificate of Amendment dated May 7, 2002.

Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2002.

3.4 Amended and Restated Bylaws of the Company.

Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A (File No.

333-05545) filed on July 18, 1996.

3.5 Amendments to the Bylaws of the Company effective December 18, 2000.

Incorporated by reference to Exhibit 3.8 to the Company’s Annual Report on Form 10-K for its year ended December 31, 2000.

3.6 Amendments to the Bylaws of the Company effective May 20, 2008.

Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2002, filed on August 13,2002.

*3.4 Second Amended and Restated By-Laws of Carriage Services, Inc.

dated July 28, 2021.

4.1 Indenture, dated as of May 13, 2021, among the Company, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee.

Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 13, 2021.

3.7 Second Amendment to the Amended and Restated Bylaws of Carriage Services, Inc.

Incorporated by reference to Exhibit 3.1 to the Company's Current report on Form 8-K filed March 8, 2019.

4.1 Indenture, dated as of March 19, 2014, by and among Carriage Services, Inc.

and Wilmington Trust, National Association, as Trustee.

Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 19, 2014.

4.2 Indenture, dated as of May 31, 2018, among the Company, the Guarantors and Wilmington Trust, National Association, as Trustee.

Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 31, 2018.

4.3 Form of 6.625% Senior Notes due 2026.

4.2 Form of 4.25% Senior Notes due 2029 (included with the Indenture filed as Exhibit 4.1).

Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 13, 2021.

7 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2013.

4.7 Amended and Restated Carriage Services, Inc.

2007 Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 4, 2018).

4.6 First Amendment to the Amended and Restated Carriage Services, Inc.

2007 Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 4, 2018).

2007 Employee Stock Purchase Plan .

I ncorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 4, 2018 .

4.7 Second and Third Amendments to the Amended and Restated Carriage Services, Inc.

2007 Employee Stock Purchase Plan.

Incorporated by reference to Appendix A and B, respectively, to the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2021 and Amendment No.

1 to our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 6, 2021.

4.8 Carriage Services, Inc.

1 unchanged sentence

Incorporated by reference to Appendix A of the Proxy Statement on Schedule 14A filed on April 5, 2017.

4.9 First Amendment to the Carriage Services, Inc.

2017 Omnibus Incentive Plan.

Incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 5, 2021 and Amendment No.

1 to our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 6, 2021.

*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.

as the Borrower, and Bank of America, N.A.

as the Administrative Agent and Sole Lender.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 4, 2012.

10.2 First Amendment to Credit Agreement dated November 29, 2012, among Carriage Services, Inc.

as the Borrower, and Bank of American N.A.

as the Administrative Agent and Sole Lender.

Incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2012.

10.3 Second Amendment to Credit Agreement dated February 14, 2013, among Carriage Services, Inc.

as the Borrower, and Bank of America, N.A.

as the Administrative Agent and Sole Lender.

Incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2012.

10.4 Third Amendment and Commitment Increase dated April 23, 2013 among Carriage Services, Inc., the Lenders and Bank of America, N.A.

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 25, 2013.

10.5 Fourth Amendment to Credit Agreement, dated as of February 27, 2014, by and among Carriage Services, Inc., the banks listed on the signature page thereto 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 Current Report on Form 8-K filed March 5, 2014.

10.6 Fifth Amendment to Credit Agreement, dated as of April 14, 2014, by and among Carriage Services, Inc., the banks listed on the signature page thereto 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 Current Report on Form 8-K filed on April 16, 2014.

10.7 Sixth Amendment to Credit Agreement, dated May 20, 2015, by and among the Company, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto.

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 22, 2015.

10.8 Seventh Amendment to Credit Agreement, dated February 9, 2016, by and among the Company, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 9, 2016.

10.9 Eighth Amendment and Commitment Increase to Credit Agreement, dated April 25.

2018, by and among the Company, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 27, 2018.

10.10 Credit Agreement, dated May 31, 2018, among the Company, the financial institutions party thereto, as lenders and Bank of America, N.A., as Administrative Agent.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 31, 2018.

10.11 First Amendment to Credit Agreement dated as of November 8, 2018, among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 9, 2018.

10.12 Second Amendment to Credit Agreement dated as of July 31, 2019, among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 31, 2019.

10.13 Third Amendment to Credit Agreement dated as of December 19, 2019, among Carriage Services, Inc., the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent.

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

10.1 Indemnity Agreement with Melvin C.

1 unchanged sentence

Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2000 .

10.15 Employment Agreement with Mark R.

Bruce dated January 4, 2011.

Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2013.

10.16 Employment Letter with Mark R.

Bruce dated March 14, 2012.

Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2013.

10.17 Director Compensation Policy dated March 5, 2012.

Incorporated by reference to Exhibit 10.24 to Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2011.

10.18 Incentive Stock Option Agreement Under Carriage Services, Inc.

*10.2 Director Compensation Policy dated February 19, 2020.

10.3 Form of Incentive Stock Option Agreement under Carriage Services, Inc.

Second Amended and Restated 2006 Long-Term Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2013.

10.19 Restricted Stock Agreement Under Carriage Services, Inc.

10.4 Form of Restricted Stock Agreement under Carriage Services, Inc.

Second and Amended and Restated 2006 Long-Term Incentive Plan.

6 unchanged sentences

Incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2017.

10.22 Form of Employee Performance Share Unit Award Agreement under Carriage Services, Inc.

2017 Omnibus Incentive Plan.

Incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2017.

10.7 Form of Employee Stock Option Agreement under Carriage Services, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2017.

10.24 Release and Separation Agreement by and between Carriage Services, Inc.

Bruce, dated effective November 1, 2018.

Incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2018.

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

2017 Omnibus Incentive Plan.

Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 26, 2019.

10.8 Employment Agreement dated November 5, 2019, by and between the Company and Melvin C.

2 unchanged sentences

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

10.10 Form of First Amendment to Employment Agreement Consideration $77.34 Option Grant dated February 17, 2021 by and between the Company and Melvin C.

10.11 Form of First Amendment to Employment Agreement Consideration $53.39 Option Grant dated February 17, 2021 by and between the Company and Melvin C.

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

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 8, 2019.

10.29 Employment Agreement dated November 5, 2019, by and between the Company and Paul Elliot.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 8, 2019.

10.30 Employment Agreement dated November 5, 2019, by and between the Company and Viki K.

10.13 Employment Agreement dated November 5, 2019, by and between the Company and Paul Elliot t .

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 8, 2019.

1 unchanged sentence

Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on November 8, 2019.

10.32 Employment Agreement dated December 1, 2019, by and between Carriage Services, Inc.

and William W.

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 2, 2019.

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

2017 Omnibus Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 25, 2020.

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.

*10.15 Employment Agreement dated November 5, 2019, by and between the Company and Steven D.

*10.16 Employment Agreement dated June 25, 2020, by and between the Company and Carlos Quezada.

*10.17 First Amendment to Employment Agreement dated June 1, 2021, by and between the Company and Carl Benjamin Brink.

*10.18 First Amendment to Employment Agreement dated June 1, 2021, by and between the Company and Steven D.

*10.19 First Amendment to Employment Agreement dated June 1, 2021, by and between the Company and Carlos Quezada.

10.20 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.

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

*10.21 Form of First Amendment to Performance Award Agreement under Carriage Services, Inc.

2017 Omnibus Incentive Plan dated as of June 1, 2021.

10.23 First Amend ed and Restated Credit Agreement dated as of May 13, 2021, among Carriage Services, Inc., the guarantors party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent.

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 13, 2021.

10.24 First Amendment and Commitment Increase to First Amended and Restated Credit Agreement dated as of November 22, 2021, 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 Current Report on Form 8-K filed on November 23, 2021.

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

10.26 Release and Separation Agreement by and between Carriage Services, Inc.

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

Blinderman, dated February 2, 2021 and effective March 31, 2021.

Incorporated by reference to Exhibit 10.40 to the Company's Annual R e port on Form 10- K filed on March 2 , 2021 .

*21.1 Subsidiaries of the Company.

2 unchanged sentences

Payne in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2 Certification of Periodic Financial Reports by Viki K.

Blinderman in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2 Certification of Periodic Financial Reports by C.

Benjamin Brink in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.

**32 Certification of Periodic Financial Reports by Melvin C.

Payne and Viki K.

Blinderman in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C.

Benjamin Brink in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C.

Section 1350.

4 unchanged sentences

(†) Management contract or compensatory plan or arrangement.

(++) Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K.

FORM 10-K SUMMARY.

8 unchanged sentences

Payne (Principal Executive Officer) March 2, 2022

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

Blinderman (Principal Financial Officer)

Benjamin Brink Executive Vice President, Chief Financial Officer and Treasurer March 2, 2022

Benjamin Brink (Principal Financial Officer)

/s/ Adeola Olaniyan Corporate Controller and Principal Accounting Officer

3 unchanged sentences

Director March 2, 2022

Schenck Director March 2, 2021

Fingerhut Director March 2, 2022

5 unchanged sentences

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