Document


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)
May 10, 2017

 
Service Corporation International
(Exact name of registrant as specified in its charter)

 
 
 
Texas
1-6402-1
74-1488375
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

 
 
1929 Allen Parkway  Houston, Texas
77019
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code    (713) 522-5141
 
 
(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:
 
o
Written communications 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 240.13a-4(c))
 
 







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

At the Annual Meeting of Shareholders of Service Corporation International (the “Company” or “SCI”) held on May 10, 2017, shareholders approved the Company’s Amended and Restated 2016 Equity Incentive Plan, including an increase of up to 410,000 shares authorized under such plan. A detailed summary of the plan is set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on March 30, 2017 (the “Proxy Statement”). The description of the plan in the Proxy Statement is qualified in its entirety by reference to the full text of the plan; a copy of the Company’s Amended and Restated 2016 Equity Incentive Plan was filed as Annex C to the Proxy Statement, and such Annex C is incorporated by reference as an exhibit to this Form 8-K.

Item 5.07    Submission of Matters to a Vote of Security Holders

On May 10, 2017, SCI held an annual meeting of shareholders and the shareholders voted on seven proposals as set forth below. 
 
Proposal 1:    Election of Directors.
 
The shareholders cast their votes as follows and elected three directors.

 
 
Votes
 
Votes
Against/
 
 
 
Broker
Nominee
 
For
 
Withheld
 
Abstentions
 
Non-Votes
Thomas L. Ryan
 
144,751,604
 
8,450,086
 
0
 
16,740,533
Clifton H. Morris, Jr.
 
125,070,023
 
28,131,667
 
0
 
16,740,533
W. Blair Waltrip
 
141,238,153
 
11,963,537
 
0
 
16,740,533
 
Proposal 2:    Approval of the selection of PricewaterhouseCoopers LLP as the Company's registered public accounting firm for fiscal 2017.
 
The shareholders approved the proposal by casting their votes as follows.
Votes For
164,728,615
Votes Against
4,817,154
Abstentions
396,454
Broker Non-Votes
0
 
Proposal 3:    Advisory Vote to Approve Named Executive Officer Compensation.
 
The shareholders approved the proposal by casting their votes as follows.
 
Votes For
139,036,048
Votes Against
13,620,923
Abstentions
544,719
Broker Non-Votes
16,740,533







Proposal 4:    Frequency of Advisory Vote to Approve Named Executive Officer Compensation.
 
The shareholders cast their votes as follows.
 
One Year
133,974,038
Two Years
335,845
Three  Years
18,443,005
Abstentions
448,802
Broker Non-Votes
16,740,533

In accordance with such vote, the Company has decided to include annually an advisory shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.

Proposal 5:    Approval of the Amended and Reinstated 2016 Equity Incentive Plan.
 
The shareholders approved the proposal by casting their votes as follows.
Votes For
144,872,804
Votes Against
7,824,834
Abstentions
504,052
Broker Non-Votes
16,740,533

Proposal 6:    Shareholder Proposal to Require an Independent Board Chairman.
 
The shareholders cast their votes as follows. The proposal failed because a majority of the shares were voted against the proposal.
Votes For
55,046,356
Votes Against
97,622,955
Abstentions
532,379
Broker Non-Votes
16,740,533

Proposal 7:    Shareholder Proposal to Adopt Simple Majority Voting.
 
The shareholders approved the proposal by casting their votes as follows.
Votes For
115,733,051
Votes Against
39,916,107
Abstentions
552,532
Broker Non-Votes
16,740,533

Item 9.01 Exhibits

Exhibit No.
Description
 
 
10.1
Amended and Restated 2016 Equity Incentive Plan. (Incorporated by reference to Annex C to Proxy Statement for the 2017 annual meeting of shareholders).












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 15, 2017
Service Corporation International
 
 
 
 
 
 
By:
/s/ Gregory T. Sangalis
 
 
 
Gregory T. Sangalis
 
 
 
Senior Vice President
General Counsel and Secretary