--- schema_version: "secwatch.filing_event.v1" accession: "0001692063-24-000093" form_type: "8-K/A" ticker: "SNDR" cik: "0001692063" company_name: "Schneider National, Inc." filed_at: "2024-05-02T23:59:59+00:00" generated_at: "2026-06-03T00:37:55.916708+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Schneider National amends bylaws, reports annual meeting results, declares $0.095 quarterly dividend ## Summary - Bylaws amended to prohibit officer indemnification inconsistent with compensation recovery policy. - All ten director nominees elected; Deloitte & Touche ratified as auditor for FY2024. - Say-on-pay approved (93.7% of votes cast in favor); shareholders prefer annual advisory vote. - Board declares $0.095 quarterly dividend, payable July 8, 2024 to holders of record June 10. ## SEC filing metadata - accession: 0001692063-24-000093 - form_type: 8-K/A - ticker: SNDR - cik: 0001692063 - company_name: Schneider National, Inc. - filed_at: 2024-05-02T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1692063/000169206324000093/0001692063-24-000093-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1692063/000169206324000093/sndr-20240429.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001692063-24-000093 - JSON: https://secwatch.observer/filing/0001692063-24-000093.json - Plain text: https://secwatch.observer/filing/0001692063-24-000093.txt ## Key facts - Governance Changes Schneider National, Inc.: Bylaws amended to prohibit indemnification of an officer to the extent prohibited by the Compensation Recovery Policy, effective April 29, 2024 (effective 2024-04-29). - Change: bylaw amendment - Effective: 2024-04-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1692063/000169206324000093/0001692063-24-000093-index.htm - Shareholder Votes Schneider National, Inc. shareholders approved Advisory Vote to Approve Executive Compensation at the 2024-04-29 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-29 source text: 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 904,606,671 1,350,850 28,839 4,807,935 evidence_url: https://www.sec.gov/Archives/edgar/data/1692063/000169206324000093/0001692063-24-000093-index.htm - Shareholder Votes Schneider National, Inc. shareholders approved Election of ten directors at the 2024-04-29 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-29 source text: 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 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1692063/000169206324000093/0001692063-24-000093-index.htm - Shareholder Votes Schneider National, Inc. shareholders approved Advisory Vote on the Frequency of the Advisory Shareholder Vote on Executive Compensation at the 2024-04-29 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2024-04-29 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1692063/000169206324000093/0001692063-24-000093-index.htm - Shareholder Votes Schneider National, Inc. shareholders approved Ratify Appointment of Deloitte & Touche LLP for 2024 at the 2024-04-29 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-29 source text: 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: Votes For Votes Against Abstentions 909,042,919 1,712,095 39,281 evidence_url: https://www.sec.gov/Archives/edgar/data/1692063/000169206324000093/0001692063-24-000093-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.