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): September 12, 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.) |
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3040 Post Oak Boulevard, Suite 300
Houston, Texas
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77056 |
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(zip code) |
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 Instructions
A.2.):
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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)) |
TABLE OF CONTENTS
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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 ARRANGEMENTS OF CERTAIN OFFICERS |
(c) Appointment of Officers
On September 12, 2008, the Board of Directors of the Company approved the following senior
management promotions and changes. Terry E. Sanford, age 53, Senior Vice President, Chief
Accounting Officer and Treasurer, has been named Chief Financial Officer. Jay D. Dodds, age 48,
formerly Senior Regional Operations Partner, has been named Senior Vice President and Chief
Operating Officer, a role that Melvin C. Payne, Carriage’s current Chairman of the Board and Chief
Executive Officer, previously performed. J. Bradley Green, age 36, formerly Vice President, Human
Resources and General Counsel, has been promoted to Senior Vice President and General Counsel.
Terry Sanford joined the Carriage in 1997 as the Financial Controller and was promoted in 2000
to Vice President and Corporate Controller and in 2006 to Senior Vice President, Chief Accounting
Officer and Treasurer. Mr. Sanford’s work history prior to joining Carriage included senior
financial positions in manufacturing, financial services and consumer products companies and in
public accounting. Mr. Sanford is a CPA.
Jay Dodds has been with Carriage Services in various operating positions for 14 years and was
Senior Regional Partner with direct responsibility over the Central Region for the past 3 years.
Mr. Dodds has over 25 years of professional funeral home and cemetery experience ranging from local
business management to multi regional management. Prior to joining Carriage he was affiliated with
Stewart Enterprises for 13 years. He has memberships in the National Funeral Directors
Association, International Cemetery, Funeral and Cremation Association and the Cremation
Association of North America.
Brad Green joined the Company in October 2006 as Vice President, Human Resources and General
Counsel. Prior to joining the Company, Mr. Green was an attorney in private practice. From 1998
to 2002, Mr. Green held human resource and legal positions at Eagle Global Logisitics, Inc.,
including Vice-President, Human Resources and General Counsel. Prior to joining EGL, Inc., Mr.
Green was an attorney at a national law firm, focusing on the field of labor and employment.
Messrs. Green, Dodds and Sanford are each party to existing employment agreements with the
Company and participate in the Company’s 2008 short-term cash incentive compensation plan with
target award levels. In connection with the appointment to Chief Financial Officer, Mr. Sanford’s
annual base salary was adjusted upward to $250,000 and he was awarded 15,000 shares of common stock
that will vest 25% annually. The three officers also participate in the Company’s long term
share-based incentive program for senior executives, all in a manner and on terms and conditions
substantially similar to other Company executive officers.
ITEM 8.01 OTHER EVENTS
On September 16, 2008, the Company issued a News Release announcing, among other things,
senior management promotions and changes. A copy of the News Release is attached to this Form 8-K
as Exhibit 99.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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The exhibits are listed in the Exhibit Index set forth on the final page of this
Current Report. |
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