ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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The 2017 Annual Meeting of Stockholders of Carriage Services, Inc. (the “Company”) was held on May 17, 2017. As of the record date for the meeting, we had 16,689,360 shares of Common Stock outstanding, each of which was entitled to one vote. The matters presented for a vote and the related results are as follows:
PROPOSAL 1 – ELECTION OF DIRECTORS
Proposal 1 was the election of the nominee to serve as a Class III director for a three-year term expiring on the date of the 2020 annual meeting. The result of the vote was as follows:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Donald D. Patteson, Jr.
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9,025,602
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2,502,713
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2,851,723
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Pursuant to the foregoing vote, the director nominee was duly elected as a Class III director.
PROPOSAL 2 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Proposal 2 was an advisory vote regarding the approval of the Named Executive Officer compensation. The result of the vote was as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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9,316,334
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2,149,142
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62,837
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2,851,724
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Pursuant to the foregoing vote, and the acceptance of the vote by the Board of Directors of the Company, the Named Executive Officer compensation, as disclosed in the Proxy Statement for the 2017 Annual Meeting of Stockholders of the Company, was approved.
PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Proposal 3 was an advisory vote the frequency of an advisory vote for named executive officer compensation be on an annual basis. The result of the vote was as follows:
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-Votes
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11,226,290
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73,180
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203,352
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25,491
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2,851,724
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Pursuant to the foregoing vote, and the acceptance of the vote by the Board of Directors of the Company, the advisory vote on Named Executive Officer compensation will occur each year.
PROPOSAL 4 – APPROVAL OF THE CARRIAGE SERVICES, INC. 2017 OMNIBUS INCENTIVE PLAN
Proposal 4 was the approval of the Carriage Services, Inc. 2017 Omnibus Incentive Plan. The result of the vote was as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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6,161,574
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5,311,949
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54,790
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2,851,724
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Pursuant to the foregoing vote, the Carriage Services, Inc. 2017 Omnibus Incentive Plan was approved.
PROPOSAL 5 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal 5 was the ratification of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017. The result of the vote was as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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14,347,902
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23,994
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8,141
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—
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Pursuant to the foregoing vote, the selection of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified.