Schneider National, Inc.
For the period ended Apr 30, 2026. Filed Mar 17, 2026.
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Apr 30, 2026 · Filed Mar 17, 2026
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Contents
Code of conduct and code of ethics
| Corporate | |
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| GOVERNANCE | |
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines that, in conjunction with our Amended and Restated Bylaws (our “Bylaws”) and the Board committee charters, establish principles and practices relating to the operation of the Board and its committees. The Corporate Governance Guidelines address our director qualification and independence standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession planning, and the Board’s annual self-evaluation of its performance. In connection with the leadership transition and changes discussed below under “Leadership Transition” and “Board Structure and Leadership,” the Board intends to revise the Corporate Governance Guidelines prior to July 1, 2026 in order to establish procedures relating to the appointment and term of service of the Lead Independent Director and the Lead Independent Director’s powers and responsibilities.
The Corporate Governance Guidelines are available, free of charge, on our website, https://investors.schneider.com. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other Company report or document on file with or furnished to the SEC. A copy of our Corporate Governance Guidelines is also available free of charge in print to any shareholder who requests a copy by calling or writing to our Corporate Secretary at 3101 South Packerland Drive, Green Bay, WI 54313 or at telephone number (920) 592-2000.
Code of Conduct and Code of Ethics
Schneider seeks to conduct business ethically, honestly, and in compliance with applicable laws and regulations. Schneider’s Code of Conduct sets out the principles that guide our business practices — safety, integrity, respect, and excellence. The Code of Conduct applies to all associates, including our chief executive officer, principal financial officer, and principal accounting officer. Relevant sections of the code also apply to the Board.
In addition to our Code of Conduct, we maintain a Code of Ethics for CEO and Senior Financial Officers (the “Code of Ethics”) that qualifies as a “code of ethics” under applicable SEC regulations and applies to our CEO, principal financial officer, principal accounting officer, and controller.
Our Code of Conduct and Code of Ethics are jointly overseen by our Human Resources organization and our Legal Department, with ultimate oversight by the Audit Committee. Employees receive the Code of Conduct, participate in required training upon joining Schneider, and annually certify their understanding of the Code of Conduct. With input from relevant stakeholders and executive leadership, we regularly review and update our Code of Conduct, Code of Ethics, and related policies to provide clear, actionable guidance to our associates, executive officers, and directors.
Waivers of our Code of Conduct for non-executive officers, managers, or associates may be made only by our CEO, CFO, or General Counsel. Any waiver of our Code of Conduct for directors or executive officers may be made only by the Board of Directors or an appropriate committee of the Board of
| | | | 2026 SCHNEIDER PROXY STATEMENT | | | 9 | |
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