8-K 1 form8-k2019meetingresultsa.htm ANNUAL MEETING RESULTS Document
  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 29, 2019
 
SCHNEIDER NATIONAL, INC.
(Exact Name of Registrant as Specified in Charter) 
 
  
 
 
 
 
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)

Registrant’s telephone number, including area code: (920) 592-2000
_____________________
(Former Name or Former Address, if Changed Since Last Report)  
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):
 
☐
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))
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 29, 2019, 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:
•
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, 2019; and
•
An advisory vote to approve the compensation of the Company’s named executive officers.
As of the February 19, 2019 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 94,622,306 shares of the Company’s Class B common stock were outstanding and eligible to vote with an aggregate of 94,622,306 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:
Name
Votes For
Votes Withheld
Broker Non-Votes
Mary P. DePrey
879,560,129
21,919,550
9,294,491
James R. Giertz
887,396,794
14,082,885
9,294,491
Adam P. Godfrey
887,371,847
14,107,832
9,294,491
Robert W. Grubbs
887,392,303
14,087,376
9,294,491
Norman E. Johnson
884,829,054
16,650,625
9,294,491
Mark B. Rourke
901,296,218
183,461
9,294,491
Daniel J. Sullivan
887,555,409
13,924,270
9,294,491
John A. Swainson
901,322,236
157,443
9,294,491
James L. Welch
898,498,869
2,980,810
9,294,491
Kathleen M. Zimmermann
879,719,797
21,759,882
9,294,491
Ratify Appointment of Deloitte & Touch LLP for 2019
 The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019. The results of the vote were as follows:
Votes For
Votes Against
Abstentions
910,423,095
323,917
27,158



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
900,334,165
381,483
764,031
9,294,491

ITEM 8.01.    Other Events.
On May 1, 2019, the Company announced that its Board of Directors had approved a quarterly cash dividend for the second fiscal quarter of 2019 in the amount of $0.06 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 as of the close of business as of June 14, 2019, and is expected to be paid on July 9, 2019.
ITEM 9.01.    Financial Statements and Exhibits.
(d)    Exhibits. The following exhibit is being furnished herewith:
Exhibit No.    Description of Exhibit
    




 
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.
 
 
SCHNEIDER NATIONAL, INC.
 
 
 
Date: May 1, 2019
 
By:     /s/ Nicholas O. Anderson            
 
 
Name: Nicholas O. Anderson
 
 
Title:    Acting General Counsel and Corporate Secretary