SCI 8-K 5.18.2015


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 12, 2015
 

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 240.13a-4(c))
 
 






Item 1.01.     Entry into a Material Definitive Agreement.

On May 12, 2015, the Board of Directors of Service Corporation International (NYSE: SCI -“SCI”) adopted Amendment One to the SCI Amended and Restated Director Fee Plan (the “Amendment”), thereby changing the terms of the Plan to permit deferral elections to be made by newly appointed directors. A copy of the Amendment is attached to this current report as Exhibit 10.1 and is incorporated herein by reference.
______________________________________________________________________________________________________

Item 5.07    Submission of Matters to a Vote of Security Holders

On May 13, 2015, SCI held an annual meeting of shareholders and the shareholders voted on five 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
 
156,003,844
 
14,786,667
 
0
 
17,886,608
Ellen Ochoa
 
167,816,799
 
2,973,712
 
0
 
17,886,608
R. L. Waltrip
 
167,411,989
 
3,378,522
 
0
 
17,886,608
Marcus A. Watts
 
156,411,696
 
14,378,815
 
0
 
17,886,608
Edward E. Williams
 
163,183,405
 
7,607,106
 
0
 
17,886,608
 

Proposal 2:    Approval of the selection of PricewaterhouseCoopers LLP as the Company's registered public accounting firm for fiscal 2015.
 
The shareholders approved the proposal by casting their votes as follows.
 
Votes For
186,650,931
Votes Against
1,378,455
Abstentions
647,733
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
127,505,766
Votes Against
42,212,048
Abstentions
1,072,697
Broker Non-Votes
17,886,608










Proposal 4:    Proposal to Declassify the Board of Directors.
 
The shareholders cast their votes as follows. Under SCI’s articles of incorporation and bylaws, the proposal failed because it did not receive the affirmative vote of the holders of 80% of SCI’s outstanding common stock.
 
Votes For
163,621,609
Votes Against
2,199,420
Abstentions
4,969,482
Broker Non-Votes
17,886,608


Proposal 5:    Shareholder Proposal Regarding a Senior Executive Stock Retention Requirement.
 
The shareholders cast their votes as follows. The proposal failed because a majority of the shares were voted against the proposal.
 
Votes For
46,354,081
Votes Against
123,397,481
Abstentions
1,038,949
Broker Non-Votes
17,886,608
 
 
 
 


Item 9.01.     Financial Statements and Exhibits.

(d) The following exhibits are included with this report:

Exhibit No.    Description

10.1
Amendment One to the Service Corporation International Amended and Restated Director Fee Plan.

______________________________________________________________________________________________________

























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 18, 2015
Service Corporation International
 
 
 
 
 
 
By:
/s/ Gregory T. Sangalis
 
 
 
Gregory T. Sangalis
 
 
 
Senior Vice President
General Counsel and Secretary
 





































EXHIBITS

Exhibit No.    Description

10.1
Amendment One to the Service Corporation International Amended and Restated Director Fee Plan.