UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 27, 2020
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Schneider National, Inc.
(Exact Name of Registrant as Specified in Charter)
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| | Wisconsin | | 001-38054 | | 39-1258315 | |
| | (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
| | 3101 South Packerland Drive | | Green Bay | WI | | 54313 | |
| | (Address of Principal Executive Offices) | | (Zip Code) | |
Registrant’s telephone number, including area code: (920) 592-2000
(Former Name or Former Address, if Changed Since Last Report)
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| Title of each class | | Trading Symbol | | Name of each exchange on which reported |
| Common Stock, no par value | | SNDR | | New York Stock Exchange |
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 (see General Instruction A.2. below):
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| | ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 27, 2020, Schneider National, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on the following proposals:
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| • | The election of ten directors, each to serve until the next annual meeting and until his or her successor is duly elected and qualified; |
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| • | 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, 2020; and |
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| • | An advisory vote to approve the compensation of the Company's named executive officers. |
As of the February 18, 2020 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 94,090,966 shares of the Company's Class B common stock were outstanding and eligible to vote with an aggregate of 94,090,966 votes. Approximately 98.47% 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:
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| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Mary P. Deprey | 884,206,521 | 18,100,506 | 7,933,889 |
| James R. Giertz | 885,138,528 | 17,168,499 | 7,933,889 |
| Adam P. Godfrey | 882,763,782 | 19,543,245 | 7,933,889 |
| Robert W. Grubbs | 884,942,624 | 17,364,403 | 7,933,889 |
| Robert M. Knight, Jr. | 902,137,945 | 169,082 | 7,933,889 |
| Mark B. Rourke | 890,097,930 | 12,209,097 | 7,933,889 |
| Paul J. Schneider | 901,767,994 | 539,033 | 7,933,889 |
| Daniel J. Sullivan | 882,675,825 | 19,631,202 | 7,933,889 |
| John A. Swainson | 890,096,689 | 12,210,338 | 7,933,889 |
| James L. Welch | 885,139,021 | 17,168,006 | 7,933,889 |
Ratify Appointment of Deloitte & Touche LLP for 2020
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2020. The results of the vote were as follows:
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| Votes For | Votes Against | Abstentions |
| 909,547,410 | 583,818 | 109,688 |
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:
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| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 901,453,589 | 752,648 | 100,790 | 7,933,889 |
ITEM 8.01. Other Events.
On April 29, 2020, the Company announced that on April 27, 2020, its Board of Directors approved a quarterly cash dividend for the second fiscal quarter of 2020 in the amount of $0.065 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 12, 2020, and is expected to be paid on July 9, 2020.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith:
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.
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| Date: April 29, 2020 | SCHNEIDER NATIONAL, INC. |
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| | By: | /s/ Thomas G. Jackson |
| | Name: | Thomas G. Jackson |
| | Title: | Executive Vice President, General Counsel and Corporate Secretary |
