Schneider National, Inc 8-K, filed Apr 26, 2023
Schneider National, Inc. (SNDR)
8-K
2023-04-26
For: 2023-04-24
View Original
Added on
April 11, 2026
About this 8-K
Schneider National, Inc filed this 8-K on April 26, 2023, reporting on events of April 24, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________________________________
FORM 8-K
_____________________________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 24, 2023
_____________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
_____________________________________________________________________________
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||||||||
(920 ) 592-2000
(Registrant's Telephone Number, including Area Code)
(Registrant's Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On April 24, 2023, the Company held its annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company’s shareholders voted on the following proposals:
•The election of nine directors, each to serve until the next annual meeting and until his or her successor is duly elected and qualified;
•The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and
•An advisory vote to approve the compensation of the Company’s named executive officers.
As of the February 14, 2023 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 83,029,500 shares of the Company’s Class A common stock were outstanding and eligible to vote with an aggregate of 830,295,000 votes; and 95,663,952 shares of the Company’s Class B common stock were outstanding and eligible to vote with an aggregate of 95,663,952 votes. Approximately 98% of all votes were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting.
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 | 886,144,193 | 20,047,018 | 5,337,091 | ||||||||
| James R. Giertz | 886,184,504 | 20,006,707 | 5,337,091 | ||||||||
| Robert W. Grubbs | 886,052,876 | 20,138,335 | 5,337,091 | ||||||||
| Robert M. Knight, Jr. | 886,205,755 | 19,985,456 | 5,337,091 | ||||||||
| Therese A. Koller | 882,628,728 | 23,562,483 | 5,337,091 | ||||||||
| Mark B. Rourke | 905,128,111 | 1,063,100 | 5,337,091 | ||||||||
| John A. Swainson | 881,339,211 | 24,852,000 | 5,337,091 | ||||||||
| James L. Welch | 904,939,650 | 1,251,561 | 5,337,091 | ||||||||
| Kathleen M. Zimmermann | 886,031,525 | 20,159,686 | 5,337,091 | ||||||||
Ratify Appointment of Deloitte & Touche LLP for 2023
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 909,338,116 | 2,157,624 | 32,562 | ||||||
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 | ||||||||
| 902,453,834 | 3,610,972 | 126,405 | 5,337,091 | ||||||||
ITEM 8.01. Other Events.
On April 26, 2023, the Company announced that on April 24, 2023, the Board of Directors (the “Board”) of Schneider National, Inc. (the “Company”) approved a quarterly cash dividend for the second fiscal quarter of 2023 in the amount of $0.09 per share to holders of the Company's Class A and Class B common stock. The dividend is payable to the Company's shareholders of record at the close of business on June 9, 2023 and is expected to be paid on July 11, 2023.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 26, 2023 | SCHNEIDER NATIONAL, INC. | ||||
| By: | /s/ Thomas G. Jackson | |||||||
| Name: | Thomas G. Jackson | |||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||||
Media Relations Contact Kara Leiterman, Schneider M 920-370-7188 leitermank@schneider.com For additional or story assistance, please contact Kara Leiterman, Media Relations Manager M 920-370-7188 leitermank@schneider.com Investor Relations Contact Steve Bindas, Schneider 920-357-SNDR (7637) investor@schneider.com schneider.com/news Schneider National, Inc. announces quarterly dividend GREEN BAY, Wis. (April 26, 2023) – Schneider (NYSE: SNDR), a premier multimodal provider of transportation, intermodal and logistics services, announced today that on April 24, 2023, its Board of Directors declared a quarterly cash dividend of $0.09 per share on its Class A and Class B common stock, payable to shareholders of record as of June 9, 2023. The dividend is expected to be paid on July 11, 2023. About Schneider Schneider is a premier multimodal provider of transportation, intermodal and logistics services. Offering one of the broadest portfolios in the industry, Schneider’s solutions include Regional and Long-Haul Truckload, Expedited, Dedicated, Bulk, Intermodal, Brokerage, Warehousing, Supply Chain Management, Port Logistics and Logistics Consulting. With over $6.6 billion in annual revenue, Schneider has been safely delivering superior customer experiences and investing in innovation for over 85 years. The company’s digital marketplace, Schneider FreightPower®, is revolutionizing the industry giving shippers access to an expanded, highly flexible capacity network and provides carriers with unmatched access to quality drop-and-hook freight – Always Delivering, Always Ahead. For more information about Schneider, visit Schneider.com or follow the company socially on Facebook, LinkedIn and Twitter: @WeAreSchneider. Source: Schneider SNDR -END-