8-K
filed May 1, 2026, 7:59 PM ET
ticker SNDR
CIK 0001692063
other material
confidence high
sentiment neutral
materiality 0.35
Shareholders approve 19.9M share increase in Omnibus Incentive Plan; bylaw changes adopted
Schneider National, Inc.
- Shareholders approved amendment to 2017 Omnibus Incentive Plan, increasing shares authorized by 19,900,000.
- Bylaws amended to permit lead independent director to call special board meetings and act as chair in chair's absence.
- All ten director nominees elected; Deloitte & Touche ratified as independent auditor for fiscal 2026.
- Advisory vote on named executive officer compensation approved with ~99.8% of votes cast in favor.
- Approximately 97.5% of all votes represented at the April 30 annual meeting.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Schneider National, Inc.: Amended and Restated Bylaws to provide that lead independent director may call special meetings and act as chair in certain circumstances, and to specify chair succession upon vacancy (effective 2026-04-30).
- Change
- bylaw amendment
- Effective
- 2026-04-30
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Schneider National, Inc. shareholders approved Election of ten directors to serve until next annual meeting and until successors are elected and qualified at the 2026-04-30 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Schneider National, Inc. shareholders approved Advisory vote to approve compensation of named executive officers as disclosed in proxy statement at the 2026-04-30 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Schneider National, Inc. shareholders approved Approval of amendment and restatement of Schneider National, Inc. 2017 Omnibus Incentive Compensation Plan at the 2026-04-30 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Schneider National, Inc. shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-04-30 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
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
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.