Schneider National Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Schneider National, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Notice of Annual Meeting

of Shareholders and

Proxy Statement

Monday, April 29, 2024

10:00 a.m. Central Time

Online at www.schneider.com/annualmeeting2024

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 15, 2024

To Our Shareholders:

On behalf of the Board of Directors, we would like to invite you to attend Schneider National, Inc.’s 2024 Annual Meeting of Shareholders. The meeting will be held virtually on Monday, April 29, 2024, at 10:00 a.m. Central Time. The meeting can be accessed by visiting www.schneider.com/annualmeeting2024, where you will be able to listen to the meeting live, submit questions, and vote online.

You will find information regarding the matters to be voted on in the proxy statement which accompanies this notice. We are sending many of our shareholders a notice regarding the internet availability of the proxy statement, our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other materials on how to vote via the internet, mail or telephone (“Notice of Internet Availability of Proxy Materials”). The Notice of Internet Availability of Proxy Materials also contains instructions on how you may receive a printed copy of the Proxy Statement and 2023 Annual Report on Form 10-K.

Shareholders of record as of the close of business on February 20, 2024 (the “Record Date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 1 –4 of the accompanying proxy statement for additional information regarding joining the meeting and how to vote your shares.

Your vote is important. Whether or not you plan to attend the annual meeting, please submit your proxy or voting instructions using one of the voting methods described in the accompanying proxy statement. Submitting your proxy or voting instructions by any of these methods will not affect your right to attend the virtual meeting and vote your shares at the virtual meeting if you wish to do so.

If you own shares through a broker, bank or other nominee, you should contact your bank, broker or nominee for additional information.

Thank you for your continued confidence in our Company.

Sincerely,

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

of Shareholders to be held on April 29, 2024:

This Notice of Annual Meeting and the Proxy Statement are available

at www.schneider.com/proxy2024 and the 2023 Annual Report is available

at www.schneider.com/annualreport2023.

Notice of Annual Meeting

of Shareholders

Monday, April 29, 2024

The 2024 Annual Meeting of Shareholders of Schneider National, Inc. will be held online at www.schneider.com/annualmeeting2024 on Monday, April 29, 2024, at 10:00 a.m. Central Time, to vote on the items listed below.

The following items will be voted on at the Annual Meeting:

To elect ten directors, each to serve until the next annual meeting and until his or her successor is duly elected and qualified;

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To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

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To hold an advisory vote to approve the compensation of our named executive officers; and

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To hold an advisory vote on the frequency of future votes to approve the compensation of our named executive officers.

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We will also take action upon any other business as may properly come before the Annual Meeting and any adjournments or postponements of that meeting.

The Board of Directors recommends a vote “FOR” items 1, 2 and 3, and “ONE YEAR” for item 4. The Board of Directors or proxy holders will use their discretion on other matters that may arise at the Annual Meeting.

The Board of Directors has fixed the close of business on February 20, 2024 as the record date for determining the shareholders who are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

If you held your shares on the record date, you can vote your shares by any of the following methods:

ONLINE: You can vote online at www.proxyvote.com.

TELEPHONE: In the U.S. or Canada, you can vote your shares toll-free. Go to www.proxyvote.com to find the phone number.

MAIL: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

ATTENDING THE VIRTUAL MEETING: You may attend the virtual Annual Meeting and vote your shares during the meeting by visiting our Annual Meeting website at www.schneider.com/annualmeeting2024. To vote at the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. The Annual Meeting will begin promptly at 10:00 a.m. Central Time. Online check-in will begin at 9:45 a.m. Central Time, and you should allow ample time for the online check-in procedures.

We urge you to submit your proxy as soon as possible.

This proxy statement and accompanying proxy card are first being sent to shareholders on or about March 15, 2024.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON April 29, 2024

Schneider’s Notice of Annual Meeting and the 2024 Proxy Statement are available

at www.schneider.com/proxy2024 and the 2023 Annual Report is available

at www.schneider.com/annualreport2023.