SERVICE CORP INTERNATIONAL
For the period ended May 6, 2026. Filed Mar 26, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2026 · Filed Mar 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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2025: Delivering
Shareholder Value
OPERATIONAL HIGHLIGHTS
Revenue (in millions)
Gross Profit %
Preneed Sales Production (in millions)
INVESTED CAPITAL AND LIQUIDITY
Growth Investments (in millions)
Value Returned to Shareholders (in millions)
Total Liquidity (in millions)
(1)Growth capital includes growth capital expenditures/construction of new facilities and real estate acquisitions
TOTAL SHAREHOLDER RETURN (TSR) COMPARED TO S&P MidCap 400®(2)
| SCI | S&P MidCap 400® |
10-Year TotalShareholder Return+255%2015-2025
(2)As of December 31, 2025 and includes the reinvestment of dividends | Source: S&P Capital IQ
PERFORMANCE MEASURES
Earnings Per Share (EPS)
Operating Cash Flow (OPCF) (in millions)
GAAP - Generally Accepted Accounting Principles in the United States
Adjusted Earnings Per Share and Adjusted Operating Cash Flow are non-GAAP financial measures. Please see Annex A in this Proxy Statement for disclosures and reconciliations to the appropriate GAAP measure.
| 2026 Proxy Statement | 1 |
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Letter to Shareholders from CEO and Lead Director
Dear Shareholders,
Looking ahead to the 2026 Annual Meeting, we are proud to build on the strong momentum in 2025 and further strengthen our performance. During the year, we concentrated on Board succession planning, advancing priority initiatives, and carrying out our strategic framework to enhance growth, realize operational efficiencies, and deploy capital with discipline. These efforts supported a year of healthy financial performance and underscored our continued focus on delivering enduring value for our shareholders.
Financial Performance
In 2025, we advanced our strategic objectives and produced solid financial results amid an evolving macroeconomic backdrop. Adjusted earnings per share totaled $3.85, representing a 12% compound annual growth rate since 2019, which we achieved despite elevated interest and tax rates and inflationary pressures.
The preneed insurance marketing agreement entered into in July 2024 has delivered significant benefits, including improved general agency commission rates, enhanced service support, and expanded product features, while contributing meaningfully to our financial performance. Our blended trust and insurance preneed model is supported by approximately $17 billion of preneed backlog, supporting growth and providing stable future revenue streams. Within this framework, we are increasingly emphasizing insurance-funded preneed funeral offerings, reflecting a strategic focus on streamlined administration and regulatory efficiency.
Adjusted operating cash flow of $966 million in 2025 enabled us to deploy capital in support of growth and shareholder returns. We invested in strategic acquisitions, growth and development initiatives across our portfolio, while returning $645 million to shareholders through dividends and share repurchases. Our acquisition spend included $101 million for 22 funeral service locations and two cemeteries, and we invested approximately $79 million toward real estate, new construction, and existing facility expansions. Additionally, we invested approximately $328 million in cemetery development, property maintenance supporting best-in-class facilities across our portfolio, digital strategy investments, and other corporate investments. In 2025, we also executed a new credit facility agreement that meaningfully improved liquidity, reduced pricing, extended our average debt maturities, and provided increased flexibility in our terms and covenants. Our disciplined approach to capital allocation has driven a 255% total shareholder return over the past decade, significantly outperforming our peer group and the S&P MidCap 400®.
Board Succession Planning
The Board of Directors remains focused on governance and succession planning. We are pleased to nominate Carl Loredo for election at the 2026 Annual Meeting. Earlier this year, we welcomed Thad Hill, adding new perspective and experience that further strengthens the Board’s overall capabilities. In addition, Alan R. Buckwalter has announced that he will not stand for reelection as a director in 2026. Mr. Buckwalter has served SCI with distinction for 22 years, providing steady leadership and meaningful insight throughout his tenure. We are grateful for his many contributions to the Company and its shareholders. Collectively, these changes reflect the Board’s continued commitment to thoughtful succession planning and effective governance in support of SCI’s long-term strategy.
Client Family Experience
As North America’s leading funeral and cemetery services company, we leverage the scale of our network to enhance operational effectiveness, manage expenses, and deliver a consistent, high-quality experience for the families we serve. Continued investment in digital capabilities has simplified the preplanning process while improving day-to-day efficiency across our organization. Notably, we completed a technology realignment that we believe will improve the client service experience in the future.
Through ongoing innovation in memorialization and technology-enabled solutions, we offer personalized options at accessible price points, helping families honor loved ones in ways that are both meaningful and convenient. We are deeply grateful for the more than 25,000 associates who bring care, professionalism, and commitment to the communities in which we serve. We support associates' growth and long-term career development through structured training and development programs, mentoring opportunities, targeted leadership initiatives, and continued investment in learning resources. Their focus on supporting families during moments of remembrance and celebration distinguishes SCI.
Conclusion
As a company dedicated to serving families and strengthening the communities we operate in, we remain focused on putting our clients first, supporting our associates, and maintaining strong governance and financial discipline. Our strategy emphasizes sustainable growth and long-term shareholder returns, and we are confident in our ability to continue executing against these priorities. We appreciate your continued confidence in SCI and look forward to strengthening our position and creating lasting value in the years ahead.
| 2 | Service Corporation International |
Message From Our Board of Directors
We invite you, our shareholders, to the Service Corporation International 2026 Annual Shareholder Meeting on Wednesday, May 6, 2026 at 9:00 a.m. Central Time, at the Company's Headquarters in Houston, TX. This Annual Meeting will be an important one. After 22 years of dedicated service, Alan R. Buckwalter has decided that he will not stand for reelection as a member of the Board. We will be presenting a new Director nominee, Carl Loredo, for shareholder consideration.
Shareholders and other interested parties may communicate with any of the independent Directors, including Committee Chairs and the Lead Independent Director, by using the following address:
Lead Independent Director c/o Office of Corporate Secretary
1929 Allen Parkway
Houston, TX 77019
Email: leaddirector@sci-us.com
Thank you for the trust you place in us and for your continued investment in Service Corporation International.
Sincerely,
| Marcus A. WattsLead Independent Director | Thomas L. RyanChairman and CEO | Alan R. Buckwalter, III | Anthony L. Coelho |
|---|---|---|---|
| Jakki L. Haussler | Victor L. Lund | Ellen Ochoa | C. Park Shaper |
| Sara Martinez Tucker | Thad Hill | ||
| 2026 Proxy Statement | 3 |
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2026 Annual Meeting of Shareholders
Voting Matters
| Election of 10 Directors | FOR |
Ratify the Selection of Pricewaterhouse Coopers LLP, Our Independent Registered Public Accounting Firm
FOR
"Say-on-Pay" Advisory Vote to Approve Named Executive Officer Compensation
FOR
Proposal to Amend the Articles of Incorporation and Bylaws to Reduce the Minimum Required Number of Directors
FOR
Proposal to Amend the Articles of Incorporation and Bylaws to Permit the Board to Increase the Number of Directors and Fill Newly Created Vacancies
FOR
Proposal to Amend the Articles of Incorporation to Limit the Liability of Officers as Permitted by Law
FOR
Proposal to Approve the 2026 Equity Incentive Plan
FOR
DATE AND TIMEWednesday, May 6, 2026at 9:00 a.m. Central Time
PLACEService Corporation InternationalConference Center, Heritage I & II 1929 Allen Parkway Houston,Texas 77019
How to Vote
| BY INTERNETVote your shares atwww.proxyvote.com. | BY TELEPHONECall toll-free number1-800-690-6903. | BY MAILSign, date, and return theenclosed proxy card or votinginstruction form. | IN PERSONTo attend the meeting inperson, you will need proof ofyour share ownership and validpicture I.D. |
| Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number. | |||
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL SHAREHOLDERS MEETING TO BE HELD MAY 6, 2026:
The annual meeting website provides an overview of the voting items, our Proxy Statement and annual report for viewing online or for downloading, and a link to vote your shares. This Proxy Statement, the Notice of Annual Meeting of Shareholders, and the enclosed proxy card are first mailed to shareholders beginning on or about March 26, 2026 and are available at: www.sciannualmeeting.com.
| 4 | Service Corporation International |
| Proxy Statement Summary | 6 |
|---|---|
| Director Nominees | 6 |
| Director Snapshot | 7 |
| Corporate Governance Highlights | 8 |
| Environmental, Social, and Governance (ESG) Overview | 10 |
| Auditor Selection | 12 |
| 2025 Named Executive Officers’ Compensation | 13 |
| Pay for Performance Alignment | 14 |
| Corporate Governance at Service Corporation International | 15 |
| Proposal 1: Election of Directors | 15 |
| Director Nominees | 15 |
| Consideration of Director Nominees | 20 |
| Director Qualifications, Skills, and Experience | 21 |
| Director Independence | 22 |
| Director Compensation | 22 |
| Director Ownership of SCI Stock | 23 |
| Board Structure and Operations | 24 |
| Leadership Structure | 24 |
| Lead Independent Director | 25 |
| Board Composition and Meetings | 26 |
| Executive Sessions | 26 |
| Board Committees | 26 |
| Annual Board and Committee Evaluations | 29 |
| Board Orientation and Education Program | 29 |
| Board Oversight and Key Responsibilities | 29 |
| Strategy Oversight | 29 |
| Risk Oversight | 30 |
| Environmental, Social, and Governance (ESG) Oversight | 30 |
| Human Capital Management and Culture Oversight | 31 |
| Special Meeting of Shareholders | 31 |
| Shareholder Proxy Access | 31 |
| Audit Committee Matters | 32 |
| Proposal 2: Proposal to Ratify the Selection of the Independent Registered Public Accounting Firm | 32 |
| Report of the Audit Committee | 32 |
| Audit Fees and All Other Fees | 33 |
| Executive Compensation | 34 |
| Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation | 34 |
| Compensation Discussion and Analysis | 35 |
| Introduction | 35 |
| Executive Summary | 35 |
| Pay for Performance and Corporate Strategy | 35 |
| Performance Compensation Measures | 36 |
| Performance Summary | 36 |
| 2025 Company Performance | 37 |
|---|---|
| Key Features of Our Compensation Programs | 38 |
| Consideration of 2025 "Say-on-Pay" Vote | 38 |
| Compensation Philosophy and Process | 38 |
| CEO Pay and Performance Alignment | 39 |
| Total Direct Realized Compensation Pay Components | 39 |
| Compensation Elements Link to Shareholder Value | 40 |
| Annual Base Salary | 41 |
| Annual Performance-Based Incentives Paid in Cash | 41 |
| Long-Term Incentive Compensation | 42 |
| Other Compensation | 44 |
| Further Executive Compensation Practices and Policies | 45 |
| How We Make Compensation Decisions | 47 |
| Compensation Committee Report | 48 |
| Executive Compensation Tables | 49 |
| Summary Compensation Table | 49 |
| Grants of Plan-Based Awards | 51 |
| Outstanding Equity Awards at Fiscal Year End | 52 |
| Option Exercises and Stock Vested | 53 |
| Executive Deferred Compensation Plan | 53 |
| Executive Employment Agreements | 55 |
| Potential Payments Upon Termination | 57 |
| CEO Pay Ratio | 58 |
| Pay Versus Performance | 58 |
| Certain Transactions | 61 |
| Voting Securities and Principal Holders | 62 |
| Principal Holders of SCI Stock | 62 |
| Executive Officer and Director Ownership of SCI Stock | 63 |
| Proposal 4: Proposal to Amend the Company’s Articles of Incorporation and Bylaws to Reduce the Minimum Required Number of Directors | 65 |
| Proposal 5: Proposal to Amend the Company’s Articles of Incorporation and Bylaws to Permit the Board to Increase the Number of Directors and Fill Newly Created Vacancies on the Board | 66 |
| Proposal 6: Proposal to Amend the Company's Articles of Incorporation to Limit the Liability of Officers as Permitted by Law | 67 |
| Proposal 7: Proposal Regarding the 2026 Equity Incentive Plan | 69 |
| Other Information | 74 |
| Information About the Meeting and Voting | 74 |
| Proxy Solicitation; Shareholder Proposals Submission; Other Business | 76 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 76 |
| Annexes | 77 |
| Annex A: Non-GAAP Financial Measures | 77 |
| Annex B: Peer Comparator Group | 78 |
| Annex C: No. 4 - Articles of Incorporation and Bylaws Amendments | 79 |
| Annex D: No. 5 - Articles of Incorporation and Bylaws Amendments | 80 |
| Annex E: No. 6 - Articles of Incorporation Amendments | 81 |
| Annex F: No. 7 - 2026 Equity Incentive Plan | 82 |
| 2026 Proxy Statement | 5 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.