DEF 14A 1 ny20001820x1_def14a.htm DEF 14A

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. )

☑ Filed by the Registrant

☐ Filed by a Party other than the Registrant

	Check the appropriate box:
	☐			Preliminary Proxy Statement
	☐			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):
☑	No fee required.
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TABLE OF CONTENTS

Notice of Annual Meeting

of Shareholders and

Proxy Statement

Monday, April 25, 2022

10:00 a.m. Central Time

Online at www.virtualshareholdermeeting.com/SNDR2022

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 10, 2022

To Our Shareholders:

On behalf of the Board of Directors, we would like to invite you to attend Schneider National, Inc.’s 2022 Annual Meeting of Shareholders. The meeting will be held virtually on Monday, April 25, 2022, at 10:00 a.m. Central Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/SNDR2022, 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 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021 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 2021 Annual Report on Form 10-K.

Shareholders of record as of the close of business on February 15, 2022 (the “Record Date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 1-5 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,


Adam P. Godfrey Chairman of the Board			Mark B. Rourke Chief Executive Officer, President and Director

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

of Shareholders to be held on April 25, 2022:

This Notice of Annual Meeting, the Proxy Statement, and the 2021 Annual Report are

available at www.proxyvote.com

TABLE OF CONTENTS

SEC Form DEF 14A filed by Schneider National Inc.