8-K 1 a2019508form8-kvotingresul.htm 8-K 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 8, 2019
 
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. [ ]
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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

After thirty-six years of service, Mr. John W. Mecom, Jr. decided not to seek another term as an elected member of the Company’s Board of Directors.

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

On May 8, 2019, SCI held an annual meeting of shareholders and the shareholders voted on four proposals as set forth below.

Proposal 1:    Election of Directors.
The shareholders cast their votes as follows and elected four directors.

 
 
Votes
 
Votes
Against/
 
 
 
Broker
Nominee
 
For
 
Withheld
 
Abstentions
 
Non-Votes
Alan R. Buckwalter
 
129,619,309
 
20,584,506
 
327,200
 
13,633,832
Jakki L. Haussler
 
149,543,031
 
754,614
 
233,370
 
13,633,832
Victor L. Lund
 
138,256,633
 
11,987,629
 
286,753
 
13,633,832
Ellen Ochoa
 
149,169,865
 
1,132,724
 
228,426
 
13,633,832

Proposal 2:    Approval of the Selection of PricewaterhouseCoopers LLP as the Company's Registered Public Accounting Firm for Fiscal 2019.

The shareholders approved the proposal by casting their votes as follows.
Votes For
157,117,835
Votes Against
6,649,828
Abstentions
397,184
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
137,378,488
Votes Against
12,715,055
Abstentions
437,472
Broker Non-Votes
13,633,832

Proposal 4:    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
43,092,314
Votes Against
107,038,194
Abstentions
400,507
Broker Non-Votes
13,633,832





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 13, 2019
Service Corporation International
 
 
 
 
 
 
By:
/s/ Gregory T. Sangalis
 
 
 
Gregory T. Sangalis
 
 
 
Senior Vice President
General Counsel and Secretary