Other Information.
−Removed: Rule 10b5-1 Stock Selling Plan
−Removed: On March 13, 2023 , Melvin C.
−Removed: Payne , Executive Chairman of the Board of Directors of the Company entered into a stock trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”).
−Removed: Rule 10b5-1 permits officers and directors of public companies, who routinely become aware of material nonpublic information and therefore are unable to sell company securities until the information has been made public, to plan in advance for their liquidity or other needs by adopting, at a time when they are not in possession of material non-public information, a written plan providing for securities transactions to occur over specified future periods of time under specified conditions.
−Removed: Once an individual has entered into a Rule 10b5-1 trading plan, the individual has no discretion or control over whether or when transactions in Company securities will occur pursuant to the Plan.
−Removed: Payne’s Plan provides for sales of Company securities as part of his long-term asset diversification, tax, estate and financial planning strategy, and is in accordance with the Company’s Insider Trading & Anti-Hedging Policy.
−Removed: Under the terms of the Plan, Mr.
−Removed: Payne will sell 50,000 shares of the Company’s common stock on a specified date every three months beginning on June 13, 2023 and continuing through December 31, 2024.
−Removed: Accordingly, the maximum number of shares to be sold under the Plan is 350,000 .
−Removed: Any transactions under the Plan will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by applicable law.
+Added: Rule 10b5-1 Trading Plans
+Added: On August 31, 2023, Melvin C.
+Added: Payne, Executive Chairman of the Board of the Company, terminated a pre-arranged stock trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was adopted on March 13, 2023 and provided for the potential sale of up to 50,000 shares of the Company’s common stock on a specified date every three months beginning on June 13, 2023 and continuing through December 31, 2024 (the “Plan”).
+Added: The Plan was terminated as a result of the Company’s June 29, 2023 announcement regarding the Board’s review of potential strategic alternatives for the Company.
+Added: Other than Mr.
+Added: Payne’s Plan discussed above, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company informed the Company of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.
The exhibits required to be filed pursuant to the requirements of Item 601 of Regulation S-K are set forth in the Exhibit Index accompanying this Quarterly Report on Form 10-Q and are incorporated herein by reference.
1 unchanged sentence
CARRIAGE SERVICES, INC.
−Removed: August 7, 2023 /s/ L.
+Added: November 9, 2023 /s/ L.
Kian Granmayeh
13 unchanged sentences
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 22, 2023.
−Removed: *10.1 Second Amendment to Employment Agreement dated June 21, 2023, by and between the Company and Melvin C.
−Removed: *10.2 Third Amendment to Employment Agreement dated June 21, 2023, by and between the Company and Carlos R.
−Removed: *10.3 Third Amendment to Employment Agreement dated June 21, 2023, by and between the Company and Steven D.
*31.1 Certification of Periodic Financial Reports by Carlos R.
18 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.