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): February 24, 2011
Carriage Services, Inc.
(Exact name of registrant as specified in is charter)
| |
|
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
1-11961
(Commission
File Number)
|
|
76-0423828
(IRS Employer
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
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:
|
|
|
| o |
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
In the press release dated February 24, 2011 Carriage Services, Inc. (“the Company”) announced
and commented on its financial results for its fiscal year ended December 31, 2010. A copy of the
press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated by this
reference. The information being furnished under Item 9.01 Financial Statements and Exhibits,
including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
liabilities of that Section.
The Company’s press release dated February 24, 2011 contains non-GAAP financial measures.
Generally, a non-GAAP financial measure is a numerical measure of a company’s performance,
financial position, or cash flows that either excludes or includes amounts that are not normally
excluded or included in the most directly comparable measure calculated and presented in accordance
with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements
of Regulation G, the Company has provided quantitative reconciliations within the press release of
the non-GAAP financial measures to the most directly comparable GAAP financial measures.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
(b) Ronald A. Erickson informed the Board of Directors on February 24, 2011 that he will not
stand for re-election as director of the Company for personal reasons. Mr. Erickson has been a
director of the Company since 1996 and was currently serving as a member of the Audit and Corporate
Governance Committees. His term expires on the date of the Company’s next annual shareholders
meeting, May 17, 2011. Mr. Erickson’s decision to not stand for re-election was not due to a
disagreement with the Company.
On February 24, 2011, the Company issued a News Release announcing, among other things, that
the director, Ronald A. Erickson has informed the Company that that he will not stand for
re-election to the Board of Directors. A copy of the News Release is attached to this Form 8-K as
Exhibit 99.1.
|
|
|
| ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits. The following exhibits are furnished as part of this
current report on Form 8-K:
| |
|
|
|
|
|
| |
99.1 |
|
|
Press Release dated February 24, 2011. |
-2-