Service Corporation International (SCI) Proxy filing summary

Voting matters and shareholder proposals

• Proposal 6 seeks to add an officer exculpation provision to the Articles of Incorporation, extending protections currently available to directors to officers, subject to shareholder approval.

• Officer exculpation would not cover breaches of duty of loyalty, bad faith, intentional misconduct, knowing law violations, improper personal benefit, or liabilities imposed by statute.

• The Board unanimously recommends voting FOR Proposal 6, citing benefits such as protecting officers from personal liability and supporting executive recruitment and retention.

Board of directors and corporate governance

• Nine of ten directors and the new nominee are independent under NYSE standards; the Lead Independent Director has significant governance and executive experience.

• Shareholders can amend bylaws by majority vote, call special meetings with 10% of shares, and exercise proxy access rights.

• The Lead Independent Director can be contacted directly by shareholders for governance concerns.

Risk oversight and compliance

• A 3% ownership threshold is now required to file derivative lawsuits, aiming to ensure only shareholders with a meaningful stake can initiate such actions.

• Jury trial waiver and exclusive forum provisions designate Texas as the sole forum for internal corporate matters and require such claims to be resolved by judges, not juries.

• These measures are intended to reduce litigation risk, streamline dispute resolution, and conserve corporate resources.