Schneider National (SNDR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 29, 2025, with virtual participation and voting options available online, by phone, or mail.

• Shareholders of record as of February 19, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, and executive compensation.

• Proxy materials and the 2024 Annual Report are accessible online, with options for printed copies upon request.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors for one-year terms, ratify Deloitte & Touche LLP as the independent auditor for 2025, and approve executive compensation on an advisory basis.

• Board recommends voting “FOR” all director nominees and both proposals.

• Shareholder proposals for the 2026 annual meeting must be submitted by November 17, 2025, with advance notice procedures outlined in the bylaws.

Board of directors and corporate governance

• Board consists of ten members, with six deemed independent under NYSE rules; two seats are reserved for Schneider family members per a nomination agreement extended through 2040.

• Board committees include Audit, Compensation, and Corporate Governance, each with defined charters and responsibilities.

• Annual board and committee self-evaluations are conducted, and director term limits and retirement policies are in place.

• Board diversity is emphasized, with 40% female and one racially/ethnically diverse nominee.