SCI 8-K
Service Corp International (SCI)
8-K
2026-05-08
For: 2026-05-06
View Original
Added on
May 08, 2026
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) | |||||
| (Exact name of registrant as specified in its charter) | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code | ||||||||
| (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: | |||||
| 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 240.13e-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 | ||||||||||||
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 6, 2026, Service Corporation International held an annual meeting of shareholders and the shareholders voted on the proposals as set forth below.
Proposal 1: Election of Directors
The shareholders cast their votes as follows and elected nine directors.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
Anthony L. Coehlo | 98,199,307 | 25,444,237 | 73,448 | 6,558,196 | ||||||||||||||||||||||
| Jakki L. Haussler | 123,023,561 | 615,314 | 78,117 | 6,558,196 | ||||||||||||||||||||||
Thad Hill | 123,109,025 | 525,195 | 82,772 | 6,558,196 | ||||||||||||||||||||||
Carl Loredo | 123,277,955 | 345,369 | 93,668 | 6,558,196 | ||||||||||||||||||||||
| Victor L. Lund | 98,282,400 | 25,345,115 | 89,477 | 6,558,196 | ||||||||||||||||||||||
| Ellen Ochoa | 117,414,529 | 6,226,959 | 75,504 | 6,558,196 | ||||||||||||||||||||||
| Thomas L. Ryan | 114,219,935 | 9,417,179 | 79,878 | 6,558,196 | ||||||||||||||||||||||
C. Park Shaper | 101,909,070 | 21,717,269 | 90,653 | 6,558,196 | ||||||||||||||||||||||
| Sara Martinez Tucker | 102,150,006 | 21,472,984 | 94,002 | 6,558,196 | ||||||||||||||||||||||
Marcus A. Watts (1) | 53,755,105 | 69,766,225 | 195,662 | 6,558,196 | ||||||||||||||||||||||
(1) The Company and its directors take the shareholder concerns expressed in the vote seriously. The Nominating and Corporate Governance Committee of the Board will carefully consider the failure to meet the majority vote requirement through the process set forth in Section 3.4 of the Company’s Corporate Governance Guidelines. The Committee will make a recommendation to the Board regarding any action to be taken in relation to its findings. The Board will act on the Committee’s recommendation and publicly disclose its determination following completion of its review.
Proposal 2: Approval of the Selection of PricewaterhouseCoopers LLP as the Company's Registered Public Accounting Firm for Fiscal 2026
The shareholders approved the proposal by casting their votes as follows.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 115,572,960 | 12,441,106 | 2,261,122 | -0- | ||||||||
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
The shareholders approved the proposal by casting their votes as follows.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 110,091,645 | 13,401,181 | 224,166 | 6,558,196 | ||||||||
Proposal 4: Approval of an Amendment to the Articles of Incorporation and Bylaws to Reduce the Minimum Required Number of Directors
The shareholders approved the proposal by casting their votes as follows.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 126,961,652 | 3,185,842 | 127,694 | -0- | ||||||||
Proposal 5: Approval of an Amendment to the Articles of Incorporation and Bylaws to Permit the Board to Increase the Number of Directors and Fill Newly Created Vacancies to the Board
The shareholders approved the proposal by casting their votes as follows.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 118,334,995 | 5,268,593 | 113,404 | 6,558,196 | ||||||||
Proposal 6: Approval of an Amendment to the Articles of Incorporation to Limit the Liability of Officers as Permitted by Law
The shareholders voted on the proposal as follows, which was not approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 64,416,129 | 59,078,798 | 222,065 | 6,558,196 | ||||||||
Proposal 7: Approval of the 2026 Equity Incentive Plan
The shareholders approved the proposal by casting their votes as follows.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 96,441,567 | 27,020,952 | 254,473 | 6,558,196 | ||||||||
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.
| May 7, 2026 | SERVICE CORPORATION INTERNATIONAL | |||||||
| By: | /s/ ERIC D. TANZBERGER | |||||||
Eric D. Tanzberger Executive Vice President Chief Financial Officer | ||||||||