Carriage Services (CSV) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 12, 2026, with voting on key governance and compensation matters.

• Strategic focus over the past three years on financial flexibility, operational discipline, and innovation, resulting in measurable improvements and $60 million in strategic acquisitions in 2025.

• Continued commitment to governance enhancements, including a proposal to declassify the Board for annual director elections starting in 2027.

• Emphasis on shareholder engagement and transparency, with proxy materials available online to reduce environmental impact.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms.

• Proposal to amend the Certificate of Incorporation to declassify the Board, moving to annual director elections in 2027.

• Advisory vote on 2025 executive compensation.

• Approval of the Second Amendment to the 2017 Omnibus Incentive Plan, extending its term to 2031.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

Board of directors and corporate governance

• Seven-member Board, six of whom are independent; Board led by a Non-Executive Chair since 2024.

• Recent Board refreshment with four new directors in the past two years and increased diversity (gender, race, experience).

• Board committees (Audit, Compensation, Corporate Governance) are 100% independent.

• Majority-vote and director resignation policy in uncontested elections; no poison pill or shareholder rights plan.

• Annual self-evaluations and ongoing governance policy updates.