3 unchanged sentences
Our disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to ensure that such information is accumulated and communicated to management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Based on such evaluation, our principal executive and financial officers have concluded that our disclosure controls and procedures were effective as of December 31, 2021 (the end of the period covered by this Annual Report on Form 10-K).
+Added: Based on such evaluation, our principal executive and financial officers have concluded that our disclosure controls and procedures were effective as of December 31, 2022 (the end of the period covered by this Form 10-K).
Management’s Annual Report on Internal Control over Financial Reporting
16 unchanged sentences
(Principal Executive Officer)
−Removed: Benjamin Brink
−Removed: Benjamin Brink
−Removed: Executive Vice President, Chief Financial Officer and Treasurer
−Removed: (Principal Financial Officer)
+Added: /s/ Adeola Olaniyan
+Added: Adeola Olaniyan
+Added: Corporate Controller and Principal Accounting Officer
+Added: (Interim Principal Financial Officer)
March 1, 2023
6 unchanged sentences
Code of Ethics
−Removed: 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.
+Added: We have adopted a Code of Business Conduct and Ethics (as amended, 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.
−Removed: 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, 2021.
+Added: The information required by Item 10 is incorporated in this Form 10-K by reference to our definitive proxy statement or an amendment to this Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2022.
EXECUTIVE COMPENSATION.
−Removed: 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, 2021.
+Added: The information required by Item 11 is incorporated in this Form 10-K by reference to our definitive proxy statement or an amendment to this Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2022.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
−Removed: 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, 2021.
+Added: The information required by Item 12 is incorporated in this Form 10-K by reference to our definitive proxy statement or an amendment to this Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2022.
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, 2022.
17 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
−Removed: 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, 2021.
+Added: The information required by Item 13 is incorporated in this Form 10-K by reference to our definitive proxy statement or an amendment to this Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2022.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
−Removed: 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, 2021.
+Added: The information required by Item 14 is incorporated in this Form 10-K by reference to our definitive proxy statement or an amendment to this Form 10-K to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2022.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
23 unchanged sentences
dated July 28, 2021.
+Added: Incorporated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.
4.1 Indenture, dated as of May 13, 2021, among the Company, the Guarantors (as defined therein) and Wilmington Trust, National Association, as Trustee.
3 unchanged sentences
4.3 Second Amended and Restated 2006 Long-Term Incentive Plan.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2012 .
+Added: Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2012, filed on August 7, 2012.
4.4 First Amendment to Carriage Services, Inc.
Second Amended and Restated 2006 Long-Term Incentive Plan.
−Removed: Incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K filed March 5, 2014.
+Added: Incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2013, filed March 5, 2014.
4.5 Amended and Restated Carriage Services, Inc.
2007 Employee Stock Purchase Plan.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2013.
+Added: Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2013, filed on November 6, 2013.
4.6 First Amendment to the Amended and Restated Carriage Services, Inc.
2007 Employee Stock Purchase Plan.
−Removed: I ncorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 4, 2018 .
+Added: Incorporated 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.
10 unchanged sentences
4.10 Summary of Securities Registered under Section 12.
+Added: Incorporated by reference to Exhibit 4.10 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.
10.1 Indemnity Agreement with Melvin C.
Payne dated December 18, 2000.
−Removed: 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 .
+Added: 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, filed on April 2, 2001 .
10.2 Director Compensation Policy dated February 19, 2020.
+Added: Incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.
10.3 Form of Incentive Stock Option Agreement under Carriage Services, Inc.
Second Amended and Restated 2006 Long-Term Incentive Plan.
−Removed: Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2013.
+Added: Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2013, filed on August 8, 2013.
10.4 Form of Restricted Stock Agreement under Carriage Services, Inc.
Second and Amended and Restated 2006 Long-Term Incentive Plan.
−Removed: Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2013.
+Added: Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2013, filed on August 8, 2013.
10.5 Form of Employee Restricted Stock Agreement under Carriage Services, Inc.
2017 Omnibus Incentive Plan.
−Removed: Incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2017.
+Added: Incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2017, filed on February 21, 2018.
10.6 Form of Employee Incentive Stock Option Agreement under Carriage Services, Inc.
2017 Omnibus Incentive Plan.
−Removed: 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.
+Added: 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, filed on February 21, 2018.
10.7 Form of Employee Stock Option Agreement under Carriage Services, Inc.
2017 Omnibus Incentive Plan.
−Removed: 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.
+Added: 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, filed on February 21, 2018.
10.8 Employment Agreement dated November 5, 2019, by and between the Company and Melvin C.
3 unchanged sentences
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.
+Added: Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2021, filed on May 5, 2021.
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.
+Added: Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for its quarter ended March 31, 2021, filed on May 5, 2021.
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.
−Removed: 10.13 Employment Agreement dated November 5, 2019, by and between the Company and Paul Elliot t .
−Removed: Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 8, 2019.
10.13 Employment Agreement dated November 5, 2019, by and between the Company and Carl Benjamin Brink.
1 unchanged sentence
10.14 Employment Agreement dated November 5, 2019, by and between the Company and Steven D.
+Added: Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.
10.15 Employment Agreement dated June 25, 2020, by and between the Company and Carlos Quezada.
+Added: Incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.
10.16 First Amendment to Employment Agreement dated June 1, 2021, by and between the Company and Carl Benjamin Brink.
+Added: Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.
10.17 First Amendment to Employment Agreement dated June 1, 2021, by and between the Company and Steven D.
+Added: Incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.
10.18 First Amendment to Employment Agreement dated June 1, 2021, by and between the Company and Carlos Quezada.
+Added: Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form for its fiscal year ended December 31, 2021, 10-K filed on March 2, 2022.
10.19 Form of Performance Award Agreement under Carriage Services, Inc.
3 unchanged sentences
2017 Omnibus Incentive Plan dated as of June 1, 2021.
−Removed: 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.
+Added: Incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed on March 2, 2022.
+Added: 10.21 First Amended 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.
1 unchanged sentence
Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, 2021.
−Removed: 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.
−Removed: 10.26 Release and Separation Agreement by and between Carriage Services, Inc.
−Removed: Blinderman, dated February 2, 2021 and effective March 31, 2021.
−Removed: Incorporated by reference to Exhibit 10.40 to the Company's Annual R e port on Form 10- K filed on March 2 , 2021 .
+Added: 10.23 Form of Notes Repurchase Agreement.
+Added: Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 4, 2020.
+Added: 10.24 Second Amendment and Commitment Increase to First Amended and Restated Credit Agreement dated as of May 27, 2022, 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.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2022.
+Added: 10.25 Release and Separation Agreement by and between the Company and Carl Benjamin Brink, dated September 27, 2022 and effective January 2, 2023.
+Added: Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2022, filed on November 2, 2022.†
+Added: 10.26 Second Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Steven D.
+Added: Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2022, filed on November 2, 2022.†
+Added: 10.27 Second Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Carlos Quezada.
+Added: Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2022, filed on November 2, 2022.†
+Added: 10.28 First Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Shawn Phillips.
+Added: Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for its quarter ended September 30, 2022, filed on November 2, 2022.†
+Added: 10.29 Third Amendment and Commitment Increase to First Amended and Restated Credit Agreement dated as of December 9, 2022, 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.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2022.
*21.1 Subsidiaries of the Company.
2 unchanged sentences
Payne in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: *31.2 Certification of Periodic Financial Reports by C.
−Removed: Benjamin Brink in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: *31.2 Certification of Periodic Financial Reports by Adeola Olaniyan in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.
**32 Certification of Periodic Financial Reports by Melvin C.
−Removed: Benjamin Brink in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C.
+Added: Payne and Adeola Olaniyan in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C.
Section 1350.
14 unchanged sentences
Payne (Principal Executive Officer) March 1, 2023
−Removed: Benjamin Brink Executive Vice President, Chief Financial Officer and Treasurer March 2, 2022
−Removed: Benjamin Brink (Principal Financial Officer)
/s/ Adeola Olaniyan Corporate Controller and Principal Accounting Officer
March 1, 2023
−Removed: Adeola Olaniyan
+Added: Adeola Olaniyan (Interim Principal Financial Officer)
+Added: /s/ Carlos R.
+Added: Quezada President, Chief Operating Officer and Vice Chairman of the Board March 1, 2023
/s/ Donald D.
1 unchanged sentence
Fingerhut Director March 1, 2023
−Removed: Leibman Director March 2, 2022
/s/ Douglas Meehan Director March 1, 2023
3 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.