8-K - SCI - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION<br><br>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)	December 21, 2022
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Service Corporation International
(Exact name of registrant as specified in its charter)		Texas	1-6402-1	74-1488375
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)		1929 Allen Parkway	Houston	Texas	77019
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(Address of principal executive offices)			(Zip Code)		Registrant's telephone number, including area code	(713)	522-5141
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(Former name or former address, if changed since last report.)				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:
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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($1 par value)	SCI	New York Stock Exchange

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers

On December 21, 2022, Service Corporation International (“SCI” or the “Company”) amended the Supplemental Executive Retirement Plan for Senior Officers, as previously amended on January 1, 1998 and January 1, 2001 ("SERP"), to terminate the participation of all active employees of the Company. Thomas L. Ryan and Eric D. Tanzberger will each receive a discounted payment of their frozen vested SERP benefit in the amount of $192,806 and $95,685, respectively.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are included with this report

Exhibit No.	Description
10.1	Amendment Two to the Supplemental Executive Retirement Plan for Senior Officers.
104	Interactive data file.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

December 27, 2022 Service Corporation International

By: /s/ GREGORY T. SANGALIS

Gregory T. Sangalis

Senior Vice President

General Counsel and Secretary

Document

EXHIBIT 10.1

Amendment Two to the

Service Corporation International

Supplemental Executive Retirement Plan for Senior Officers

Service Corporation International (the “Company”), hereby adopts the following Amendment Two to the Service Corporation International Supplemental Executive Retirement Plan for Senior Officers as amended and restated on January 1, 1998 and further amended as of January 1, 2001 (the “Plan”):

WHEREAS, the Company previously adopted the Plan for the benefit of its key employees;

WHEREAS, benefit accruals under the Plan ceased on December 31, 2000 and, as a result, the Plan is classified as a “grandfathered plan” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”);

WHEREAS, the Company previously amended the Plan’s terms to cause the Plan to satisfy the requirements of Section 409A with respect to participants for whom a “material amendment” occurs for purposes of Section 409A and Treasury Regulations Section 1.409A-6(a)(4), causing the accrued benefit for such participants to become subject to Section 409A; and

WHEREAS, the Company has determined it is prudent to adopt a new form of payment for participants who are active employees, causing that portion of the Plan to be subject to Section 409A;

NOW, THEREFORE, the Plan is hereby amended, effective as of the date hereof, as follows:

A. Section 3.2 of the Plan is hereby amended to add a new Section 3.2(f), to be and to read in its entirety as follows:

“(f) 2022 Fixed Payment Date. The Retirement Benefit payable to each Participant who is actively employed by the Company on December 1, 2022 shall be paid as a single lump sum payment during the period between December 21, 2022 and December 31, 2022. For purposes of this provision, the amount of this lump sum payment shall be calculated as the present value of the Participant’s remaining monthly Retirement Benefit payments for the period commencing on or after November 30, 2022 and shall be calculated based on an interest rate of 4.15%.”

B. Nothing in this Agreement or Appendix A is intended to alter, change, modify, or otherwise amend the Plan’s terms with respect to the remaining participants or to cause a loss of “grandfathered plan” status with respect to their accrued benefits.

IN WITNESS WHEREOF, the undersigned, duly authorized officer of the Company, has caused this Amendment Two to be executed on this 21st day of December, 2022.

SERVICE CORPORATION INTERNATIONAL

By: /s/ Gregory T. Sangalis

Its: Senior Vice President, General Counsel & Secretary