Current Report Filing (8-k)
November 12 2015 - 6:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) |
November 10, 2015 |
Service Corporation International
(Exact name of registrant as specified in
its charter)
Texas |
1-6402-1 |
74-1488375 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
1929 Allen Parkway Houston, Texas |
77019 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code
(713) 522-5141
(Former name
or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 10, 2015, Service Corporation International (“SCI”
or “The Company”) announced that Mr. Robert L. "Bob" Waltrip will be stepping aside as Executive Chairman
of the Board of Directors after 53 years of devoted service to the Company. He will remain on the Board and will continue with
the Company in the position of Founder and Chairman Emeritus. Mr. Tom Ryan will be appointed Chairman of the Board and CEO, and
Mr. Tony Coelho will be appointed to the new position of Lead Director. These appointments are effective January 1, 2016.
The foregoing information, as well as additional information,
was set forth in a press release, a copy of which is attached hereto as an exhibit.
| Item 9.01 | Financial Statements and Exhibits |
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(d) |
The following exhibit is included with this report |
Exhibit No. |
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Description |
99.1 |
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Press Release, dated November 10, 2015 |
Signature
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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November 11, 2015 |
Service Corporation International |
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By: |
/s/ Eric D. Tanzberger |
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Eric D. Tanzberger |
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Senior Vice President |
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Chief Financial Officer and Treasurer |
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Exhibit 99.1
for
immediate release:
SERVICE
CORPORATION INTERNATIONAL
Announces
it will appoint a New Chairman of the Board, Chairman Emeritus, and Lead Director
Houston, Texas, November 10, 2015 . . .
Service Corporation International (NYSE: SCI) announced today that Mr. Robert L. “Bob” Waltrip will be stepping aside
as Executive Chairman of the Board of Directors after 53 years of devoted service to the Company. He will remain on the Board and
will continue with the Company in the position of Founder and Chairman Emeritus. Mr. Tom Ryan will be appointed Chairman of the
Board and CEO, and Mr. Tony Coelho will be appointed to the new position of Lead Director. These appointments are effective January
1, 2016.
Tom Ryan, CEO, stated, “Bob has dedicated
his life to building SCI not only into the industry leader but also a Company whose culture is built around Respect, Integrity,
Service Excellence and Enduring Relationships. On behalf of the Board and our 24,000 employees, I wish to express our sincere thanks
for his phenomenal entrepreneurial spirit, passion, and enthusiasm. SCI would not be what it is today without his vision and leadership.”
Bob Waltrip said, “I am very proud
of our Company and what we have been able to accomplish over the last 53 years. As I step away from the role of Executive Chairman,
I am glad that Tom Ryan who succeeded me as CEO will now also succeed me as Chairman. I am proud of how the Company has grown and
matured over the years, and I am particularly proud of the way Tom has led the Company as our CEO for over ten years. I am confident
that SCI will continue to be in good hands.”
Mr. Ryan, CEO, also stated, “We have
a strong and very capable Board and Tony Coelho is the right person to assume the role of Lead Director. Mr. Coelho has all the
necessary skills, expertise and experience, as well as independence and sound, mature judgement to qualify him for this role. He
is very well respected by his fellow Directors and will take on greater Board responsibility.”
Cautionary Statement on Forward-Looking
Statements
The statements in this press release that
are not historical facts are forward-looking statements. These forward-looking statements have been made in reliance on the "safe
harbor" protections provided under the Private Securities Litigation Reform Act of 1995. These statements may be accompanied
by words such as "believe," "estimate," "project," "expect," "anticipate," or
"predict," that convey the uncertainty of future events or outcomes. These statements are based on assumptions that
we believe are reasonable; however, many important factors could cause our actual results in the future to differ materially from
the forward-looking statements made herein and in any other documents or oral presentations made by, or on behalf of us. There
can be no assurance that future dividends will be declared. The actual declaration of future dividends, and the establishment
of record and payment dates, is subject to final determination by our Board of Directors each quarter after its review of our
financial performance. Important factors which could cause actual results to differ materially from those in forward-looking statements
include, among others, restrictions on the payment of dividends under existing or future credit agreements or other financing
arrangements; changes in tax laws relating to corporate dividends; a determination by the Board of Directors that the declaration
of a dividend is not in the best interests of the Company and its shareholders; an increase in our cash needs or a decrease in
available cash; or a deterioration in our financial condition or results. For further information on these and other risks and
uncertainties, see our Securities and Exchange Commission filings, including our 2014 Annual Report on Form 10-K. Copies of this
document as well as other SEC filings can be obtained from our website at http://www.sci-corp.com. We assume no obligation
to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by us, whether
as a result of new information, future events or otherwise.
About Service Corporation International
Service Corporation International (NYSE:
SCI), headquartered in Houston, Texas, is North America's leading provider of deathcare products and services. At September 30,
2015, we owned and operated 1,540 funeral homes and 469 cemeteries (of which 262 are combination locations) in 45 states, eight
Canadian provinces, the District of Columbia, and Puerto Rico. Through our businesses, we market the Dignity Memorial® brand
which offers assurance of quality, value, caring service, and exceptional customer satisfaction. For more information about Service
Corporation International, please visit our website at www.sci-corp.com. For more information about Dignity Memorial®,
please visit www.dignitymemorial.com.
For additional information contact: |
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Investors:: |
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Debbie Young - Director / Investor Relations |
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(713) 525-9088 |
Media: |
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Marianne Gooch - Managing Director / Corporate Communications |
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(713) 525-9167 |
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