Schneider National, Inc.
For the period ended Apr 30, 2026. Filed Mar 17, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2026 · Filed Mar 17, 2026
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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
| | Filed by the Registrant | | | Filed by a Party other than the Registrant | |
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| | Check the appropriate box: | |
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| | | | | | Preliminary Proxy Statement | | |
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| | | | | | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) | | |
| | | | | | Definitive Proxy Statement | | |
| | | | | | Definitive Additional Materials | | |
| | | | | | Soliciting Material Pursuant to §240.14a-12 | | |
Schneider National, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | Payment of filing fee: (check the appropriate box) | |
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| | | | | | No fee required. | | |
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| | | | | | Fee paid previously with preliminary materials. | | |
| | | | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | | |
Notice of Annual Meeting of Shareholders
March 17, 2026
To Our Shareholders:
On behalf of the Board of Directors, we would like to invite you to attend Schneider National, Inc.’s 2026 Annual Meeting of Shareholders. The meeting will be held virtually on Thursday, April 30, 2026, at 7:30 a.m. Central Time. The meeting can be accessed by registering at https://web.viewproxy.com/schneider/2026. You will receive a meeting invitation by e-mail with your unique join link, along with a password prior to the meeting date. Once you log into the link with your password, 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 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025 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 2025 Annual Report on Form 10-K.
Shareholders of record as of the close of business on February 19, 2026 (the “Record Date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 3-8 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. | |
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| | | Sincerely, | |
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| | | James L. Welch Chairman of the Board | |
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| | | Mark B. Rourke Chief Executive Officer, President and Director | |
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| | Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on April 30, 2026 | |
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| | This notice of Annual Meeting and the Proxy Statement and the 2025 Annual Report are available at https://web.viewproxy.com/schneider/2026. | |
| ANNUAL MEETING | |
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| of shareholders | |
| | PROPOSALS AND RECOMMENDATIONS | | |||||||
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| | | | PROPOSAL #1: Election of each director | | | | The Board of Directors recommends that you vote FOR each director nominee and Proposals #2, #3 and #4 at our Annual Meeting | | |
| | | | PROPOSAL #2: Ratification of independent registered public accounting firm | | | ||||
| | | | PROPOSAL #3: Approval of amended and restated 2017 Schneider National, Inc. Omnibus Incentive Compensation Plan | | | ||||
| | | | PROPOSAL #4: Approval of the compensation of our named executive officers on an advisory basis | | | ||||
| | HOW TO VOTE | | | | | | | |
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| | ONLINE https://AALvote.com/ SNDR or by attending the virtual meeting | | | | | PHONE In the U.S. or Canada, you can vote your shares toll-free at 1-866-804-9616 | | | | | MAIL Request a paper copy of the proxy materials, including a proxy card | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.