Service Corporation International Rejects Lead Director's Resignation

What Happened
Service Corporation International (SCI) filed an 8-K on July 29, 2026 disclosing that its Board unanimously (except for Mr. Watts, who did not participate) rejected the conditional resignation tendered by Lead Independent Director Mr. Watts. The Offer followed Mr. Watts receiving less than a majority of votes at the Company’s 2026 annual meeting (previously disclosed in an 8-K on May 8, 2026) and was considered under the Board’s Majority Voting Policy (Section 3.4 of the Corporate Governance Guidelines). The Nominating and Corporate Governance Committee, led in the shareholder outreach by director C. Park Shaper, recommended rejecting the resignation after soliciting shareholder feedback.

Key Details

• Filing date: July 29, 2026 (8-K, Item 8.01 — Other Events).
• Shareholder outreach: Company contacted its 25 largest institutional holders (>65% of shares); 11 holders representing >41% of outstanding shares met with the Committee.
• Proxy advisers ISS and Glass Lewis recommended against Mr. Watts in his capacity as Chair of the Committee, tied to views on certain governance changes (not his fitness or qualifications).
• Board decision: Committee recommended rejecting the Offer; Board rejected the resignation and Mr. Watts will continue to serve until the 2027 annual meeting or until a successor is elected (or earlier vacancy).

Why It Matters
This decision preserves continuity of SCI’s board leadership and signals the Board found Mr. Watts’ experience and past governance work valuable despite a negative shareholder vote. The filing shows the Company actively engaged major institutional holders, concluded that votes against Mr. Watts reflected concerns about recent or proposed governance changes rather than his qualifications, and says the Board and Committee will continue to evaluate shareholder feedback and seek further input. Investors should note the ongoing governance dialogue, which could influence future governance proposals and proxy voting.