Schneider National (SNDR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 30, 2026, with shareholders able to vote online, by phone, or by mail.

• Shareholders of record as of February 19, 2026, are entitled to vote on four key proposals, including director elections, auditor ratification, an amended incentive plan, and executive compensation.

• The Board recommends voting FOR all proposals and director nominees.

Voting matters and shareholder proposals

• Four proposals: election of ten directors, ratification of Deloitte & Touche LLP as auditor, approval of amended Omnibus Incentive Compensation Plan, and advisory approval of executive compensation.

• Shareholders can submit proposals for the 2027 annual meeting by November 17, 2026, and director nominations between December 31, 2026, and January 30, 2027.

• Proxy holders may vote on other matters at their discretion if they arise during the meeting.

Board of directors and corporate governance

• The Board consists of ten nominees, including two Schneider family members per a family nomination agreement, with a majority of independent directors.

• A leadership transition is planned for July 1, 2026, with the CEO becoming Executive Chairman and a new CEO appointed.

• The Board has three standing committees: Audit, Compensation, and Corporate Governance, each with defined responsibilities and annual self-evaluations.

• Director term limits (14 years) and retirement age (74) are enforced.

• Board diversity includes 30% women and 20% racially/ethnically diverse members.