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 23, 2018
 
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))
 
 

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. [ ]





Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 23, 2018, 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 five directors.

 
 
Votes
 
Votes
Against/
 
 
 
Broker
Nominee
 
For
 
Withheld
 
Abstentions
 
Non-Votes
Anthony L. Coelho
 
141,150,310
 
12,874,140
 
-0-
 
15,011,064
Jakki L. Haussler
 
152,809,500
 
1,214,950
 
-0-
 
15,011,064
Sara Martinez Tucker
 
152,149,046
 
1,875,404
 
-0-
 
15,011,064
Marcus A. Watts
 
144,022,062
 
10,002,388
 
-0-
 
15,011,064
Edward E. Williams
 
142,369,229
 
11,655,221
 
-0-
 
15,011,064

Proposal 2:    Approval of the Selection of PricewaterhouseCoopers LLP as the Company's Registered Public Accounting Firm for Fiscal 2018.

The shareholders approved the proposal by casting their votes as follows.
Votes For
162,675,976
Votes Against
5,847,571
Abstentions
511,967
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
137,672,889
Votes Against
15,836,854
Abstentions
514,707
Broker Non-Votes
15,011,064

Proposal 4:    Approval of Proposal to Declassify the Board of Directors.

The shareholders approved the proposal by casting their votes as follows.

Votes For
152,934,594
Votes Against
844,601
Abstentions
245,255
Broker Non-Votes
15,011,064

Proposal 5:    Approval of Proposal to Eliminate Certain Supermajority Vote Requirements in the Company’s Restated Articles of Incorporation and Bylaws.





The shareholders approved the proposal by casting their votes as follows.
Votes For
152,797,656
Votes Against
978,355
Abstentions
248,439
Broker Non-Votes
15,011,064

Proposal 6:    Approval of Proposal to Reduce the Supermajority Vote Requirement to Approve Business Combinations with Interested Shareholders.

The shareholders approved the proposal by casting their votes as follows.
Votes For
152,690,706
Votes Against
1,115,345
Abstentions
218,399
Broker Non-Votes
15,011,064

Proposal 7:    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
62,318,947
Votes Against
91,122,016
Abstentions
583,487
Broker Non-Votes
15,011,064

Item 9.01 Exhibits

Exhibit No.
Description
 
 











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 25, 2018
Service Corporation International
 
 
 
 
 
 
By:
/s/ Gregory T. Sangalis
 
 
 
Gregory T. Sangalis
 
 
 
Senior Vice President
General Counsel and Secretary