Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
The amendments implement "proxy access" by permitting a shareholder, or group of
up to 20 shareholders, to nominate up to two director candidates or, if greater,
up to 20% of the number of directors then serving on the Board, if the
shareholder or group has owned at least three percent of the Company's common
stock continuously for at least three years and satisfies certain eligibility,
procedural and disclosure requirements set forth in the Bylaws. A proxy access
nomination must be made not more than 120 days and not less than 100 days prior
to the first anniversary of the previous year's annual meeting of shareholders.
As a result, this bylaw will first be in effect for the Company's 2024 Annual
Meeting of Shareholders. Notice of proxy access director nominees for the
Company's 2024 Annual Meeting of Shareholders must be received no earlier than
the close of business on
The amendments to the Bylaws also include:
•revisions to expressly state that the Board can elect to conduct shareholder meetings by means of remote communication, which is already permitted by the Texas Business Organizations Code;
•amendments to the procedural and disclosure requirements for shareholders intending to nominate directors or propose other business (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) at annual or special meetings of shareholders, including without limitation, to:
•align the nomination window for shareholders intending to nominate directors at a special meeting of shareholders with the nomination window for annual meetings of shareholders;
•require additional background information and disclosures regarding shareholder director nominees;
•require additional background information and disclosures regarding shareholders proposing director nominations and other business and other persons related to a shareholder's solicitation of proxies;
•clarify that certain informational requirements applicable to shareholders that are entities also encompass individuals who directly or indirectly control such entities (but not passive investors in such entities);
•clarify that the number of nominees that a shareholder may nominate shall not exceed the number of directors to be elected at the meeting;
•require any shareholder submitting a nomination notice to make a representation and applicable confirmation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Board's nominees in accordance with Rule 14a-19 of the Exchange Act (i.e., the "universal proxy card" rules) and to provide evidence that the shareholder has complied with such requirements;
•require any shareholder submitting a proposal of other business to make a representation as to whether such shareholder intends to solicit proxies from at least the percentage of the Company's voting shares required under applicable law to carry the proposal;
•clarify that a failure to provide such disclosure or comply with such requirements will result in a shareholder's nomination or proposal of other business being disregarded;
•amendments to revise the voting standard to a majority of votes cast for other matters and to add to the bylaws a majority of votes cast voting standard for the election of directors;
•requiring that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and
•deleting outdated references and making technical and conforming revisions and clarifications.
The foregoing summary is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated in this Item 5.03 by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders
On
Proposal 1: Election of Directors
The shareholders cast their votes as follows and elected ten directors.
Nominee Votes For Votes Against Abstentions Broker Non-Votes Alan R. Buckwalter 109,665,293 18,012,449 106,442 8,132,748 Anthony L. Coelho 111,131,991 16,488,725 163,468 8,132,748 Jakki L. Haussler 126,747,445 927,953 108,786 8,132,748 Victor L. Lund 111,779,224 15,893,688 111,272 8,132,748 Ellen Ochoa 116,598,318 11,081,969 103,897 8,132,748 Thomas L. Ryan 117,361,657 8,552,647 1,869,880 8,132,748 C. Park Shaper 126,141,423 1,531,928 110,883 8,132,748 Sara Martinez Tucker 123,090,693 4,410,075 283,416 8,132,748 W. Blair Waltrip 124,046,014 3,622,863 115,307 8,132,748 Marcus A. Watts 106,238,630 21,439,269 106,285 8,132,748
Proposal 2: Approval of the Selection of
The shareholders approved the proposal by casting their votes as follows.
Votes For Votes Against Abstentions Broker Non-Votes 123,769,105 11,965,915 181,912 -0- Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
The shareholders approved the proposal by casting their votes as follows.
Votes For Votes Against Abstentions Broker Non-Votes 106,943,430 20,581,509 259,245 8,132,748 Proposal 4: Frequency of Advisory Vote to Approve Named Executive Officer Compensation One Year Two Years Three Years Abstentions Broker Non-Votes 125,064,684 49,037 2,496,832 173,631 -0-
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.
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Item 7.01 Regulation FD Disclosure
On
The attached Exhibit 99.1 is not filed, but is furnished to comply with Regulation FD. Except for the information filed pursuant to Items 5.03 and 5.07 noted above, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are included with this report
Exhibit No. Description 3.1 Bylaws ofService Corporation International 99.1 Press Release, datedMay 2, 2023 , declaring quarterly dividend 104 Interactive data file.
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