What changed in this filing

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Item 9A. Controls and Procedures

2024-03-01 compared with 2023-03-01 · 62 added, 65 removed, 155 unchanged (45% of the section changed)

19 unchanged sentences

The Company’s internal control over financial reporting as of December 31, 2023 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, 2023, as stated in their report that is presented in this Annual Report.

/s/ Melvin C.

Chief Executive Officer and Chairman of the Board

/s/ Carlos R.

Chief Executive Officer and Vice Chairman of the Board

(Principal Executive Officer)

/s/ Adeola Olaniyan

Adeola Olaniyan

Corporate Controller and Principal Accounting Officer

(Interim Principal Financial Officer)

Kian Granmayeh

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

March 1, 2024

8 unchanged sentences

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.

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 corporate 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 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, 2023.

48 unchanged sentences

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.

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.

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

dated June 21, 2023.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 22, 2023.

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

34 unchanged sentences

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.

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.

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

2017 Omnibus Incentive Plan.

3 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, filed on February 21, 2018.

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

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

2017 Omnibus Incentive Plan.

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.

10.8 Employment Agreement dated November 5, 2019, 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 November 8, 2019.

10.9 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.

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

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.

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.

10.13 Employment Agreement dated November 5, 2019, by and between the Company and Carl Benjamin Brink.

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

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

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.

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.

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.

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.

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.

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

4 unchanged sentences

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.

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

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.

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

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.

10.11 Second Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Carlos Quezada.

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.†

10.12 Third Amendment to Employment Agreement dated June 21, 2023, by and between the Company and Carlos R.

Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2023, filed on August 7, 2023.†

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

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.

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

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.

10.15 Second Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Steven D.

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.†

10.16 Third Amendment to Employment Agreement dated June 21, 2023, by and between the Company and Steven D.

Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for its quarter ended June 30, 2023, filed on August 7, 2023.†

10.17 Employment Agreement dated effective as of March 13, 2023, by and between Carriage Services, Inc.

Kian Granmayeh.

Incorporated by reference to Exhibit 10.1 to Company's Current Report on Form 8-K filed on March 6, 2023.

10.18 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.

10.19 First Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Shawn Phillips.

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.†

10.20 Release and Separation Agreement by and between the Company and Carl Benjamin Brink, dated September 27, 2022 and effective January 2, 2023.

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.†

10.21 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.

10.22 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.

2 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, 2021.

10.23 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.

10.24 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.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2022.

10.25 Release and Separation Agreement by and between the Company and Carl Benjamin Brink, dated September 27, 2022 and effective January 2, 2023.

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.†

10.26 Second Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Steven D.

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.†

10.27 Second Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Carlos Quezada.

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.†

10.28 First Amendment to Employment Agreement dated September 30, 2022, by and between the Company and Shawn Phillips.

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.†

10.25 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.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2022.

*97.1 Carriage Services, Inc.

Compensation Recovery Policy, dated January 10, 2024

*21.1 Subsidiaries of the Company.

*23.1 Consent of Grant Thornton LLP.

*31.1 Certification of Periodic Financial Reports by Melvin C.

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

*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.

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

*31.1 Certification of Periodic Financial Reports by Carlos R.

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

*31.2 Certification of Periodic Financial Reports by L.

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

**32 Certification of Periodic Financial Reports by Carlos R.

Quezada and L.

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

Section 1350.

7 unchanged sentences

CARRIAGE SERVICES, INC.

/s/ Melvin C.

Chief Executive Officer and Chairman of the Board

/s/ Carlos R.

Chief Executive Officer and Vice Chairman of the Board

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.

Payne Chief Executive Officer and Chairman of the Board

Payne (Principal Executive Officer) March 1, 2023

/s/ Adeola Olaniyan Corporate Controller and Principal Accounting Officer

March 1, 2023

Adeola Olaniyan (Interim Principal Financial Officer)

/s/ Carlos R.

Quezada President, Chief Operating Officer and Vice Chairman of the Board March 1, 2023

Quezada Chief Executive Officer and Vice Chairman of the Board

Quezada (Principal Executive Officer) March 1, 2024

Kian Granmayeh Executive Vice President, Chief Financial Officer and Treasurer March 1, 2024

Kian Granmayeh (Principal Financial Officer and Principal Accounting Officer)

/s/ Adeola Olaniyan Corporate Controller March 1, 2024

Adeola Olaniyan

/s/ Donald D.

Director March 1, 2023

Fingerhut Director March 1, 2023

Lead Independent Director March 1, 2024

/s/ Chad Fargason Director March 1, 2024

Chad Fargason

/s/ Douglas Meehan Director March 1, 2024

Douglas Meehan

/s/ Achille Messac Director March 1, 2023

Achille Messac

/s/ Julie Sanders Director March 1, 2024

Julie Sanders

/s/ Somer Webb Director March 1, 2024

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