Shareholders at Service Corp (NYSE: SCI) reject officer shield, back equity plan

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Service Corporation International reported the results of its annual shareholder meeting held on May 6, 2026. Shareholders elected nine directors overall, but nominee Marcus A. Watts did not receive a majority, with 53,755,105 votes for and 69,766,225 against. The Nominating and Corporate Governance Committee will review this outcome under the company’s Corporate Governance Guidelines and make a recommendation to the Board, which will then publicly disclose its decision.

Shareholders approved PricewaterhouseCoopers LLP as auditor for 2026, the advisory vote on executive compensation, amendments to reduce the minimum number of directors and allow the Board to fill new vacancies, and the 2026 Equity Incentive Plan. An amendment to limit officer liability as permitted by law was not approved.

Positive

Shareholders approved the advisory vote on named executive officer compensation, indicating broad support for current pay practices.
The 2026 Equity Incentive Plan was approved, allowing continued use of equity-based compensation to align management and shareholder interests.
Governance amendments to reduce the minimum board size and let the Board fill new vacancies passed with strong support, providing added structural flexibility.

Negative

Director nominee Marcus A. Watts did not receive a majority of votes, signaling notable shareholder opposition to at least one board member.
Shareholders rejected an amendment to limit officer liability as permitted by law, reflecting concerns about expanding legal protections for company officers.

Insights

Shareholders signaled governance concerns while backing key proposals.

Shareholders at Service Corporation International supported most management-backed proposals but rejected one director nominee and an amendment to limit officer liability. Marcus A. Watts failed to secure a majority, triggering review under the Corporate Governance Guidelines.

The defeat of the officer liability amendment suggests investors were cautious about expanding protections for executives. At the same time, strong support for the auditor, say-on-pay, board-structure changes, and the 2026 Equity Incentive Plan indicates overall confidence in management. The Board’s response to the Watts vote, once disclosed, will clarify how it balances shareholder feedback with board continuity.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Watts director votes for/against: 53,755,105 for; 69,766,225 against Auditor ratification votes for: 115,572,960 votes Say-on-pay votes for: 110,091,645 votes +3 more

6 metrics

Watts director votes for/against 53,755,105 for; 69,766,225 against Director election outcome for Marcus A. Watts

Auditor ratification votes for 115,572,960 votes Approval of PricewaterhouseCoopers LLP for fiscal 2026

Say-on-pay votes for 110,091,645 votes Advisory vote on named executive officer compensation

Officer liability amendment votes for/against 64,416,129 for; 59,078,798 against Amendment to limit officer liability not approved

Equity Incentive Plan votes for 96,441,567 votes Approval of 2026 Equity Incentive Plan

Minimum board size amendment votes for 126,961,652 votes Approval to reduce minimum required number of directors

Key Terms

Broker Non-Votes, Advisory Vote to Approve Named Executive Officer Compensation, Articles of Incorporation and Bylaws, Equity Incentive Plan, +1 more

5 terms

Broker Non-Votes financial

"Broker Non-Votes 6,558,196"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Advisory Vote to Approve Named Executive Officer Compensation financial

"Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation"

Articles of Incorporation and Bylaws regulatory

"Approval of an Amendment to the Articles of Incorporation and Bylaws"

Equity Incentive Plan financial

"Proposal 7: Approval of the 2026 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Nominating and Corporate Governance Committee regulatory

"The Nominating and Corporate Governance Committee of the Board will carefully consider"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Understanding 8-K Material Events →

05/07/2026 - 06:43 PM



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 6, 2026



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:

☐			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

Common Stock ($1 par value)

SCI

New York Stock Exchange

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