Schneider National Inc.

05/01/2026 | Press release | Distributed by Public on 05/01/2026 11:41

Proxy Results, Amendments to Bylaws (Form 8-K)

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 30, 2026, the Board of the Company approved Amended and Restated Bylaws of the Company to provide that the lead independent director (if any) may call special meetings of the Board and will act as chair of meetings of the Company's stockholders and of the Board in the absence, inability, or refusal to act of the Chair of the Board. In addition, in the event of a vacancy in the office of Chair because of death, resignation, removal, disqualification, or otherwise in which the Board does not appoint a successor Chair, the lead independent director (if a lead independent director has been duly elected) or Chief Executive Officer (if no lead independent director has been duly elected) shall be the Chair and assume the duties, responsibilities, and authority of the office of Chair until a successor is appointed by the Board. The Amended and Restated Bylaws are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On April 30, 2026, the Company held its Annual Meeting. At the Annual Meeting, the Company's shareholders voted on the following proposals:
•The election of ten directors, each to serve until the next annual meeting and until his or her successor is duly elected and qualified;
•The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026;
•A resolution to amend and restate the Schneider National, Inc. 2017 Omnibus Incentive Compensation Plan; and
•An advisory vote to approve the compensation of the Company's named executive officers.
As of the February 19, 2026 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 83,029,500 shares of the Company's Class A common stock were outstanding and eligible to vote with an aggregate of 830,295,000 votes; and 92,307,016 shares of the Company's Class B common stock were outstanding and eligible to vote with an aggregate of 92,307,016 votes. Approximately 97.5% of all votes were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting.
Election of Directors
The shareholders elected the individuals named in the table below as directors to serve until the next annual meeting and until their successors are duly elected and qualified. The results of the vote were as follows:
Name Votes For Votes Withheld Broker Non-Votes
Jyoti Chopra 869,329,693 15,529,198 14,323,823
Mary P. DePrey 866,278,043 18,580,848 14,323,823
James R. Giertz 869,504,417 15,354,474 14,323,823
Robert M. Knight, Jr. 866,136,279 18,722,612 14,323,823
Austin M. Ramirez 883,814,179 1,044,712 14,323,823
Mark B. Rourke 882,444,413 2,414,478 14,323,823
Paul J. Schneider 867,519,416 17,339,475 14,323,823
Julie K. Streich 869,418,486 15,440,405 14,323,823
John A. Swainson 860,725,695 24,133,196 14,323,823
James L. Welch 883,439,952 1,418,939 14,323,823
Ratify Appointment of Deloitte & Touche LLP for 2026
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026. The results of the vote were as follows:
Votes For Votes Against Abstentions
896,610,977 2,524,683 47,054
Approval of Schneider National, Inc. 2017 Omnibus Incentive Compensation Plan, as amended and restated
The shareholders approved the Schneider National, Inc. 2017 Omnibus Incentive Compensation Plan, as amended and restated. The results of the advisory vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
861,978,390 22,841,657 38,834 14,323,833
Advisory Vote to Approve Executive Compensation
The shareholders approved the compensation of the Company's named executive officers as disclosed in the proxy statement. The results of the advisory vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
883,070,378 1,769,244 19,265 14,323,827
Schneider National Inc. published this content on May 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 01, 2026 at 17:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]