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): August 7, 2008
Carriage Services, Inc.
(Exact name of registrant as specified in is charter)
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| Delaware
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1-11961
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76-0423828 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code:
(713) 332-8400
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRAGNEMENTS OF CERTAIN OFFICERS |
On August 7, 2008, Carriage Services, Inc. (the “Company”) entered into an employment
agreement dated August 7, 2008 (“Agreement”) with Billy D. Dixon, its Senior Vice President and
Chief Financial Officer for a term until August 6, 2011 (subject to earlier termination or
extension), and shall automatically be renewed on an annual basis thereafter, unless terminated by
either party upon sixty days written notice prior to the end of the term then in effect.
The Agreement provides that Mr. Dixon will receive a base annual salary of not less than
$250,000. In addition, Mr. Dixon shall be entitled to consideration for an annual
performance-based bonus, the target amount of which is fifty percent of the base annual salary
based on the achievement of specific, individual performance goals. Additionally, the Compensation
Committee of the Board of Directors approved (1) the award and issuance of 85,000 Performance Unit
awards with a performance cycle which begins on August 7, 2008 and will and end on December 31,
2010, and (2) effective August 11, 2008, an award of 30,000 shares of restricted stock that shall
vest in four equal annual installments, subject to continued employment over the four years
following the date of grant.
Pursuant to the Agreement, the Company may discharge Mr. Dixon without cause and terminate the
Agreement. In such case, the Company shall continue to pay (1) his base pay for a period of 18
months, (2) fifty percent of the annual target bonus for the year of termination, (3) all benefits
payable under any benefit plan or program of the Company, and (4) medical continuation premiums for
a period of up to 18 months.
If following a change in control Mr. Dixon voluntarily terminates his employment for Good
Reason (as defined in the Agreements) or he is discharged without cause, in either case, within 24
months following the change in control, then the Agreement shall automatically terminate and the
Company shall pay (1) a lump sum payment equal to one and one-half times Mr. Dixon’s base annual
salary, (2) fifty percent of the annual target bonus for the year of termination, (3) all benefits
payable under any benefit plan or program of the Company, and (4) medical continuation premiums for
up to 18 months.
The foregoing is a summary of certain terms and conditions of the Agreement and is qualified
in its entirety by reference to the full text of the Agreement attached hereto as Exhibit 10.1 and
incorporated herein by reference.
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