sndr-20250428

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): 4/28/2025

_____________________________________________________________________________

Schneider National, Inc.

(Exact Name of Registrant as Specified in Charter)

_____________________________________________________________________________

Wisconsin

001-38054

39-1258315

(State of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

3101 South Packerland Drive

Green Bay

54313

(Address of Principal Executive Offices)

(Zip Code)

(920) 592-2000
(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

Class B common stock, no par value

SNDR

New York Stock Exchange

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 29, 2025, 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 ten 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, 2025; and

•An advisory vote to approve the compensation of the Company’s named executive officers.

As of the February 19, 2025 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 92,458,180 shares of the Company’s Class B common stock were outstanding and eligible to vote with an aggregate of 92,458,180 votes. Approximately 98.6% 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	884,779,155	21,546,137	3,786,207
Mary P. DePrey	883,166,220	23,159,072	3,786,207
James R. Giertz	884,786,799	21,538,493	3,786,207
Robert W. Grubbs	884,527,059	21,798,233	3,786,207
Robert M. Knight, Jr.	883,124,573	23,200,719	3,786,207
Mark B. Rourke	903,818,863	2,506,429	3,786,207
Julie K. Streich	904,931,495	1,393,797	3,786,207
John A. Swainson	879,614,553	26,710,739	3,786,207
James L. Welch	904,837,576	1,487,716	3,786,207
Kathleen M. Zimmermann	883,048,165	23,277,127	3,786,207

Ratify Appointment of Deloitte & Touche LLP for 2025

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025. The results of the vote were as follows:


Votes For	Votes Against	Abstentions
908,868,025	1,222,350	21,124

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
901,994,314	4,306,718	24,260	3,786,207

ITEM 8.01. Other Events.

On April 30, 2025, the Company announced that on April 28, 2025, the Board approved a quarterly cash dividend for the second quarter of 2025 in the amount of $0.095 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 13, 2025 and is expected to be paid on July 10, 2025.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit

99.1 Press Release dated April 30, 2025

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 30, 2025			SCHNEIDER NATIONAL, INC.


			By:			/s/ Thomas G. Jackson
			Name:			Thomas G. Jackson
			Title:			Executive Vice President, General Counsel and Corporate Secretary