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SEC filingService Corporation International shareholders approved amendments to Articles of Incorporation and Bylaws at the 2026 annual meeting, enhancing Board flexibility in director appointments and reducing minimum Board size from nine to three.
The amendments, approved at the May 6, 2026 annual shareholder meeting, grant the Board of Directors greater authority to manage its composition by permitting increases in director numbers and filling resulting vacancies directly, bypassing the prior requirement for shareholder approval at annual or special meetings. This streamlines governance and enhances Board agility in addressing directorship needs. Concurrently, the minimum number of directors was lowered from nine to three while maintaining the maximum at fifteen, providing broader flexibility in Board sizing. These changes, detailed in Exhibit 3.1 (Certificate of Amendment to Restated Articles of Incorporation, effective May 7, 2026) and Exhibit 3.2 (Amended and Restated Bylaws, effective May 6, 2026), align with Texas Business Organizations Code requirements and were executed by Senior Vice President, General Counsel and Secretary Lori Spilde.