Proxy Statement and 2026 Annual Meeting Notice
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Index
Front Cover
Table of Contents
Proxy Statement Summary
Director Nominees
Director Snapshot
Corporate Governance Highlights
Environmental, Social, and Governance (ESG) Overview
Auditor Selection
2025 Named Executive Officers’ Compensation
Pay for Performance Alignment
Corporate Governance at Service Corporation International
Proposal 1: Election of Directors
Director Nominees
Consideration of Director Nominees
Director Qualifications, Skills, and Experience
Director Independence
Director Compensation
Director Ownership of SCI Stock
Board Structure and Operations
Board Oversight and Key Responsibilities
Special Meeting of Shareholders
Shareholder Proxy Access
Audit Committee Matters
Proposal 2: Proposal to Ratify the Selection of the Independent Registered Public Accounting Firm
Report of the Audit Committee
Audit Fees and All Other Fees
Executive Compensation
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
Compensation Discussion and Analysis
Executive Compensation Tables
CEO Pay Ratio
Pay Versus Performance
Certain Transactions
Voting Securities and Principal Holders
Principal Holders of SCI Stock
Executive Officer and Director Ownership of SCI Stock
Proposal 4: Proposal to Amend the Company’s Articles of Incorporation and Bylaws to Reduce the Minimum Required Number of Directors
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
Proposal 6: Proposal to Amend the Company's Articles of Incorporation to Limit the Liability of Officers as Permitted by Law
Proposal 7: Proposal Regarding the 2026 Equity Incentive Plan
Other Information
Information About the Meeting and Voting
Proxy Solicitation
Submission of Shareholder Proposals
Other Business
Section 16(a) Beneficial Ownership Reporting Compliance
Annexes
Annex A: Non-GAAP Financial Measures
Annex B: Peer Comparator Group
Annex C: Proposal 4 - Amendment to the Articles of Incorporation and Bylaws to Reduce the Minimum Required Number of Directors
Annex D: Proposal 5 - Amendment to the Articles of Incorporation and Bylaws to Permit the Board to Increase the Number of Directors and Fill Newly Created Vacancies to the Board
Annex E: Proposal 6 - Amendment to the Articles of Incorporation to Limit the Liability of Officers as Permitted by Law
Annex F: Service Corporation International 2026 Equity Incentive Plan
Annex E Supplement
Annex E: Proposal 6 - Amendment to the Articles of Incorporationto Limit the Liability of Officers as Permitted by Law
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SCI 2026 PROXY STATEMENT & ANNUAL MEETING NOTICE
Table of Contents
VOTING MATTERS
The Board of Directors recommends voting "FOR" each proposal
Proposal 1: Election of 10 Directors
Proposal 2: Ratify the Selection of Pricewaterhouse Coopers LLP, Our Independent Registered Public Accounting Firm
Proposal 3: "Say-on-Pay" Advisory Vote to Approve Named Executive Officer Compensation
Proposal 4: Proposal to Amend the Articles of Incorporation and Bylaws to Reduce the Minimum Required Number of Directors
Proposal 5: Proposal to Amend the Articles of Incorporation and Bylaws to Permit the Board to Increase the Number of Directors and Fill Newly Created Vacancies
Proposal 6: Proposal to Amend the Articles of Incorporation to Limit the Liability of Officers as Permitted by Law
Proposal 7: Proposal to Approve the 2026 Equity Incentive Plan
PROXY STATEMENT SUMMARY
Director Nominees
Director Snapshot
Corporate Governance Highlights
Environmental, Social, and Governance (ESG) Overview
Auditor Selection
2025 Named Executive Officers’ Compensation
Pay for Performance Alignment
CORPORATE GOVERNANCE AT SCI
Proposal 1: Election of Directors
Board Structure and Operations
Board Oversight and Key Responsibilities
Special Meeting of Shareholders
Shareholder Proxy Access
AUDIT COMMITTEE MATTERS
Proposal 2: Proposal to Ratify the Selection of the Independent Registered Public Accounting Firm
Report of the Audit Committee
Audit Fees and All Other Fees
EXECUTIVE COMPENSATION
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
Compensation Discussion and Analysis
Executive Compensation Tables
VOTING SECURITIES AND PRINCIPAL HOLDERS
Principal Holders of SCI Stock
Executive Officer and Director Ownership of SCI Stock
OTHER INFORMATION
Information About the Meeting and Voting
Proxy Solicitation
Other Business
Section 16(a) Beneficial Ownership Reporting Compliance
ANNEXES
Annex A: Non-GAAP Financial Measures
Annex B: Peer Comparator Group
Annex C: No. 4 - Articles of Incorporation and Bylaws Amendments
Annex D: No. 5 - Articles of Incorporation and Bylaws Amendments
Annex E: No. 6 - Articles of Incorporation Amendments
Annex F: No. 7 - 2026 Equity Incentive Plan
Proxy Statement and 2026 Annual Meeting Notice
Vote Now
Amended Proxy Statement & Supplement
Annual Report
Sustainability Report
Shareholder Letters
Meeting Information
Date and Time
Wednesday, May 6, 2026
at 9:00 a.m. Central Time
Calendar Event
Place
Service Corporation International
Conference Center, Heritage I & II
1929 Allen Parkway
Houston, Texas 77019
Location
Record Date
March 9, 2026
Voting Matters
Item
Voting Recommendation
Page
Election of 10 Directors
FOR
each Director nominee
15
Ratify the Selection of Pricewaterhouse Coopers LLP, Our Independent Registered Public Accounting Firm
FOR
32
"Say-on-Pay" Advisory Vote to Approve Named Executive Officer Compensation
FOR
34
Proposal to Amend the Articles of Incorporation and Bylaws to Reduce the Minimum Required Number of Directors
FOR
65
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
66
Proposal to Amend the Articles of Incorporation to Limit the Liability of Officers as Permitted by Law
FOR
67
Proposal to Approve the 2026 Equity Incentive Plan
FOR
69
Corporate Responsibility
Board of Directors
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