Carriage Services Inc 8-K, filed Jul 5, 2023
Carriage Services Inc (CSV)
8-K
2023-07-05
For: 2023-07-05
View Original
Added on
April 04, 2026
About this 8-K
Carriage Services Inc filed this 8-K on July 5, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 5, 2023 (July 5, 2023)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(713 ) 332-8400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) Election of Somer Webb to the Board of Directors
On July 5, 2023, pursuant to the authority granted to the Board of Directors (the “Board”) by the Amended and Restated Bylaws of Carriage Services, Inc. (“Carriage” or the “Company”), the Board increased the size of the Board from six to seven directors, and upon the recommendation of the Corporate Governance Committee, elected Somer Webb to serve as a Class I Director until the Company’s 2024 annual meeting of shareholders. The Board has determined that Ms. Webb qualifies as an “independent” director of the Company under the applicable New York Stock Exchange listing standards. Ms. Webb was appointed to serve each of the Audit and Corporate Governance Committees, along with being appointed Chair of the Compensation Committee in connection with the current Compensation Committee Chairman, Barry K. Fingerhut, stepping down as Chair of the Committee, effective July 5, 2023. There are no family relationships between Ms. Webb and any directors or officers of the Company, and there have been no transactions, nor are there any proposed transactions, between the Company and Ms. Webb that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Ms. Webb has over 15 years of financial leadership experience, along with extensive experience in financial planning and analysis, M&A, and driving organic growth through business intelligence insights. Ms. Webb currently serves as Chief Financial Officer (“CFO”) of Solo Brands, Inc., a publicly traded, direct-to-consumer platform company for rapidly growing outdoor and lifestyle brands. Prior to her CFO appointment in May 2022, Ms. Webb was previously CFO for Kent Outdoors, a sporting goods manufacturer, from January 2022 to May 2022. Prior to Kent Outdoors, Ms. Webb spent six years with Worldwide Express, a global logistics provider, where she held a variety of roles of increasing responsibility beginning in 2016 and ultimately served as CFO from February 2019 to January 2022. Before joining Worldwide Express, Ms. Webb held leadership positions at Southwest Airlines, DaVita Healthcare Partners, Match Group, Amazon, and Yum Brands. Ms. Webb holds a B.B.A. in Management Information Systems from Baylor University and an M.B.A. from The University of Texas at Arlington.
Concurrently with the election, the Board granted Ms. Webb 769 shares of the Company’s common stock under the Company’s Director Compensation Policy applicable to non-employee directors as described in Exhibit 10.2 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023, which was valued at approximately $25,000 based on the closing price on July 5, 2023.
ITEM 7.01 REGULATION FD DISCLOSURE.
On July 5, 2023, the Company issued a press release announcing the election of Ms. Webb as a member of the Board. The press release is attached hereto as Exhibit 99.1 of this Current Report on Form 8-K and is incorporated by reference therein.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
The information contained in Item 7.01 of this Current Report on Form 8-K and the exhibit furnished hereto contain forward-looking statements regarding the Company and cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following are furnished as part of this Current Report on Form 8-K:
(d) Exhibits.
Exhibit | Description | |||||||
| 99.1 | ||||||||
101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Carriage Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARRIAGE SERVICES, INC. | |||||||||||
| Dated: July 5, 2023 | By: | /s/ Steven D. Metzger | |||||||||
| Steven D. Metzger | |||||||||||
| President and Secretary | |||||||||||
INDEX TO EXHIBITS
Exhibit | Description | |||||||
| 99.1 | ||||||||
101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |||||||
Exhibit 99.1
Carriage Services Announces Election of Somer Webb to Board of Directors
HOUSTON – July 5, 2023 - (GLOBE NEWSWIRE) Carriage Services, Inc. (NYSE: CSV) (“Carriage” or the “Company”) announced today that its Board of Directors (the “Board”) has elected Somer Webb as an independent director, effective immediately. Ms. Webb, 44, will serve as the Chair of the Board’s Compensation Committee and as a member of the Board’s Audit and Corporate Governance Committees. Following the appointment of Ms. Webb, the Board will comprise seven directors, five of whom are independent.
“The addition of Somer Webb to Carriage’s Board of Directors is consistent with our commitment to listen to feedback from our shareholders and take steps to enhance our corporate governance,” said Carriage’s Executive Chairman Mel Payne. “Somer’s prior experience with a number of well-respected public companies in the consumer services space will be highly beneficial for our Board and management team as we continue to focus on driving shareholder value.”
Ms. Webb has extensive experience in financial planning and analysis, M&A, and driving organic growth through business intelligence insights. She currently serves as the Chief Financial Officer of Solo Brands, a public company focused on outdoor and lifestyle products for consumers. Ms. Webb previously served as the Chief Financial Officer of Worldwide Express, a technology driven third-party logistics company. She also has extensive executive experience at public companies including DaVita Inc., PepsiCo, Southwest Airlines, and Amazon. Ms. Webb earned a B.B.A. in Management Information Systems from Baylor University and an MBA from the University of Texas at Arlington.
“I’m looking forward to joining the Board and learning more about Carriage’s unique culture and operating model and helping to identify additional ways to create value for shareholders,” said Ms. Webb. “My experience and skillset are well aligned with the Company’s vision for the future.”
About Carriage Services
Carriage Services is a leading provider of funeral and cemetery services and merchandise in the United States. Carriage operates 173 funeral homes in 26 states and 32 cemeteries in 11 states.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These certain forward-looking statements made herein or elsewhere by, or on behalf of, the Company include, but are not limited to, statements regarding any projections of future performance; any statements of the plans, strategies and objectives related to governance improvement plans and related expectations, including, but not limited to, recruitment of new board of director members; any statements of belief; and any statements of assumptions underlying any of the foregoing and are based on our current expectations and beliefs concerning future developments and their potential effect on us, which we believe are reasonable. However, many important factors, as identified and discussed under “Cautionary Note” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and other public filings and press releases, could cause the Company’s results or expectations in the future to differ materially from the forward-looking statements made herein and in any other documents or oral presentations made by, or on behalf of, the Company. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the applicable communication and we undertake no obligation to publicly update or
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revise any forward-looking statements except to the extent required by applicable law. A copy of the Company’s Annual Report on Form 10-K, the Company’s Quarterly Reports on Form 10-Q, and other information about the Company and news releases, are available at http://www.carriageservices.com.
Contacts
Investor Inquiries
InvestorRelations@carriageservices.com