---
schema_version: "secwatch.filing_event.v1"
accession: "0001692063-26-000022"
form_type: "8-K"
ticker: "SNDR"
cik: "0001692063"
company_name: "Schneider National, Inc."
filed_at: "2026-05-01T23:59:59+00:00"
generated_at: "2026-05-15T00:20:25.573583+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Shareholders approve 19.9M share increase in Omnibus Incentive Plan; bylaw changes adopted

## Summary
- 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.

## SEC filing metadata
- accession: 0001692063-26-000022
- form_type: 8-K
- ticker: SNDR
- cik: 0001692063
- company_name: Schneider National, Inc.
- filed_at: 2026-05-01T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 5.02, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1692063/000169206326000022/0001692063-26-000022-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1692063/000169206326000022/sndr-20260430.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001692063-26-000022
- JSON: https://secwatch.observer/filing/0001692063-26-000022.json
- Plain text: https://secwatch.observer/filing/0001692063-26-000022.txt

## Source-grounded claims
- claim_id: 874f5457d2b90496c7b449bee04b83e76a8f73f4
  claim: 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).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692063/000169206326000022/0001692063-26-000022-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.