0001692063false04/29/202412/3100016920632024-04-292024-04-29
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): 04/29/2024
_____________________________________________________________________________
Schneider National, Inc.
(Exact Name of Registrant as Specified in Charter)
_____________________________________________________________________________
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| Wisconsin | | 001-38054 | | 39-1258315 | |
| (State of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) | |
| 3101 South Packerland Drive | | Green Bay | WI | | 54313 | |
| (Address of Principal Executive Offices) | | (Zip Code) | |
(920) 592-2000
(Registrant's Telephone Number, including Area Code)
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class B common stock, no par value | | SNDR | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.03. Amendments
On April 29, 2024, the Board of Directors (the "Board") of Schneider National, Inc. (the “Company”) approved Amended and Restated Bylaws of the Company to prohibit indemnification of an officer to the extent such indemnification would be prohibited pursuant to the terms of the Company's Amended & Restated Compensation Recovery Policy, as amended from time to time. The amendment has an effective date of April 29, 2024.
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 29, 2024, the Company held its annual meeting of shareholders (the "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, 2024;
•An advisory vote to approve the compensation of the Company’s named executive officers; and
•An advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.
As of the February 20, 2024 record date for the determination of the 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 93,316,144 shares of the Company’s Class B common stock were outstanding and eligible to vote with an aggregate of 93,316,144 votes. Approximately 98.6% 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:
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| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Jyoti Chopra | 881,267,550 | 24,718,810 | 4,807,935 |
| Mary P. DePrey | 880,501,865 | 25,484,495 | 4,807,935 |
| James R. Giertz | 881,269,636 | 24,716,724 | 4,807,935 |
| Robert W. Grubbs | 880,811,657 | 25,174,703 | 4,807,935 |
| Robert M. Knight, Jr. | 878,447,293 | 27,539,067 | 4,807,935 |
| Mark B. Rourke | 902,808,047 | 3,178,313 | 4,807,935 |
| Julie K. Streich | 904,588,347 | 1,398,013 | 4,807,935 |
| John A. Swainson | 878,112,807 | 27,873,553 | 4,807,935 |
| James L. Welch | 904,337,606 | 1,648,754 | 4,807,935 |
| Kathleen M. Zimmermann | 878,248,627 | 27,737,733 | 4,807,935 |
Ratify Appointment of Deloitte & Touche LLP for 2024
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024. The results of the vote were as follows:
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| Votes For | Votes Against | Abstentions |
| 909,042,919 | 1,712,095 | 39,281 |
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:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 904,606,671 | 1,350,850 | 28,839 | 4,807,935 |
Advisory Vote on the Frequency of the Advisory Shareholder Vote on Executive Compensation
The shareholders expressed a preference that an advisory vote on the compensation of the Company’s named executive officers occur every year. The results of the advisory vote were as follows:
| | | | | | | | | | | | | | |
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
| 902,159,436 | 205,073 | 3,560,151 | 61,700 | 4,807,935 |
In accordance with the results of this vote, the Board of Directors of the Company determined to continue to hold an advisory shareholder vote to approve the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of the advisory shareholder vote on the compensation of the Company’s named executive officers.
ITEM 8.01. Other Events.
On May 1, 2024, the Company announced that on April 29, 2024, the Board approved a quarterly cash dividend for the second fiscal quarter of 2024 in the amount of $0.095 per share to holders of the Company's Class A and Class B common stock. The dividend is payable to the Company's shareholders of record at the close of business on June 10, 2024 and is expected to be paid on July 8, 2024.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
SIGNATURES
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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| Date: May 1, 2024 | SCHNEIDER NATIONAL, INC. |
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| By: | |
| Name: | Thomas G. Jackson |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |