Document


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
     

CHECK THE APPROPRIATE BOX:
 
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
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Service Corporation International
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
 
No fee required.
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
1) Title of each class of securities to which transaction applies:
 
 
 
2) Aggregate number of securities to which transaction applies:
 
 
 
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
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5) Total fee paid:
 
Fee paid previously with preliminary materials:
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
 
 
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4) Date Filed:





*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 10, 2017

SERVICE CORPORATION INTERNATIONAL








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Meeting Information

Meeting Type: Annual Meeting
For holders as of: March 13, 2017
Date: May 10, 2017   Time: 9:00 AM CDT
Location:    Conference Center 
    Heritage I and II 
    Service Corp. International 
    1929 Allen Parkway 
    Houston, Texas 77019
SERVICE CORPORATION INTERNATIONAL
ATTN: INVESTOR RELATIONS
 
1929 ALLEN PARKWAY 
HOUSTON, TX 77019

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 
See the reverse side of this notice to obtain proxy materials and voting instructions.

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Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
 
 
1. Notice & Proxy Statement   2. Form 10-K
 
 
How to View Online: 
 
 
 
Have the information that is printed in the box marked by the arrow è
XXXX XXXX XXXX XXXX
(located on the following
page) and visit: www.proxyvote.com. 
 
 
How to Request and Receive a PAPER or E-MAIL Copy:
 
   If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting
   a copy. Please choose one of the following methods to make your request:
                                                            1) BY INTERNET: 
www.proxyvote.com
                                                            2) BY TELEPHONE: 
1-800-579-1639
 
                                                            3) BY E-MAIL*: 
sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the
 
 
information that is printed in the box marked by the arrow è
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(located on the following page) in the subject line.
 
 
 
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 26, 2017 to facilitate timely delivery.




How To Vote
Please Choose One of the Following Voting Methods
 
 
 
 
 
 
 
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
 
 
 
 
 
 
 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
 
marked by the arrow è
XXXX XXXX XXXX XXXX
available and follow the instructions.
 
 
 
 
 
 
 
 
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
 
 
 
 
 
 
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Voting items

The Board of Directors recommends you vote
FOR the following:

1
Election of Directors
 
 
 
 
 
Nominees
 
 
 
 
01
Thomas L. Ryan

02
Clifton H. Morris, Jr.

03
W. Blair Waltrip



The Board of Directors recommends you vote FOR proposals 2 and 3.

2
 
To approve the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2017.
 
 
 
3
 
To approve, by advisory vote, named executive officer compensation.

The Board of Directors recommends you vote 1 YEAR on the following proposal:

4
 
To approve holding an advisory vote on named executive officer compensation every one, two or three years, as indicated.


The Board of Directors recommends you vote FOR the following proposal:

5
 
To approve the Amended and Restated 2016 Equity Incentive Plan.


The Board of Directors recommends you vote AGAINST proposals 6 and 7.

6
 
To approve the shareholder proposal to require independent board chairman.
 
 
 
7
 
To approve the shareholder proposal to adopt simple majority vote.


NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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