Schneider National, Inc. (SNDR) Earnings Call Transcript & Summary

Good morning and welcome to the Schneider National, Inc. Annual Meeting of Shareholders. I would now like to introduce the first presenter, Adam Godfrey.

Good morning, and welcome to the 2021 Annual Shareholders Meeting of Schneider National, Inc. I am Adam Godfrey, Chairman of the Board of Directors of Schneider, and it's my pleasure to welcome all of you to the Schneider National 2021 Annual Meeting of Shareholders. We are excited to host today's meeting through this virtual online platform, which allows us to open access and participation in the meeting to all stockholders and employees around the world. While the meeting is virtual only, we welcome questions from our shareholders. We will conduct our annual meeting first, and upon adjournment, immediately convene a shareholder assembly during which there will be a question-and-answer session, where shareholders will be given the opportunity to ask questions, or make a short statement online through the Attendee portal. Please remember that you may vote your shares online at any time during this meeting prior to the closing of the polls. It is now shortly after 10 a.m. Central Time on April 26, 2021, and this meeting is officially called to order. Polls are open. Shareholders who have not yet voted should do so now as the polls will be closing shortly. Voting instructions can be found in your proxy cards that accompanied your proxy materials. Before we turn to the business of the meeting, I'd like to briefly recognize the other members of Schneider's Board of Directors who are in meeting. Their bios can be found in pages 20 through 24 of the proxy statement. Mark Rourke is Schneider's President and Chief Executive Officer, and has served as one of our directors since 2019. Jyoti Chopra has served as one of our directors since January 2021. And Jim Giertz has served as one of our directors since 2017. Jim is also Chairman of our Audit Committee. Bob Grubbs has served as one of our directors since 2012. Bob is also Chairman of our Compensation Committee. Robert Knight has served as one of our directors since 2020. John Swainson has served as one of our directors since 2019. James Welch has served as one of our directors since 2018. James is also Chairman of our Corporate Governance Committee. Two of our current directors, Mary DePrey and Dan Sullivan are not standing for reelection this year, and their insights and counsel will be missed. As Mary's replacement, as indicated in the proxy statement, the Board has nominated Terry Koller for election to the Board. Also, as indicated in the proxy statement, immediately following the meeting, the Board intends to reduce the size of the Board from 11 to 10 directors as a result of Mr. Sullivan's retirement from the Board effective at the close of this meeting. I'd like to thank all of our Board members for their dedication and their willingness to serve. I also acknowledge the members of Schneider's executive leadership team who are in attendance. Again, in the interest of time, I will not introduce the team. Before we move to the formal business items, I will, however, introduce Tom Jackson, our Executive Vice President, General Counsel and Secretary, who will be acting as a secretary for today's meeting. Tom, can you confirm whether a quorum is present for the conduct of business?

Thanks, Adam. Broadridge Financial Solution is serving as inspector of election for today's meeting. Broadridge just reported to me that shares of common stock representing more than 97% of the votes are eligible to be cast at this meeting are either present or represented by proxy at this meeting. Therefore, Mr. Chairman, a quorum is present, and the meeting may proceed.

Thank you, Tom. The meeting will now consider the 3 business items as described in our proxy statement. I will present each of the business items in the order that they appear in the proxy. Before I do so, again, if you have not already voted online, please do so at this time. I will close the polls following presentation of the business items. Proposal 1 is the election of 10 directors, each to serve until 2022 Annual Meeting of Shareholders and until their successors are duly elected and qualified. The 10 director nominees are listed in the proxy statement. As indicated in the proxy statement, the Board of Directors recommends that the shareholders elect the directors nominees. Proposal 2 is the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for our 2021 fiscal year. As indicated in the proxy statement, the Board of Directors recommends that the shareholders vote in favor of this approval. Proposal 3 is an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement. As indicated in the proxy statement, the Board of Directors recommends that the shareholders vote in favor of this proposal. I'm aware of no further business to be considered at this meeting. Therefore, I declare the polls for the 2021 Annual Shareholders Meeting of Schneider National, Inc. have closed. I understand that the inspector of election has filed certifications of our preliminary results of the voting. Tom, would you please read those results?

The preliminary results based on the voting of shares represented by valid proxies on file and tabulated at the meeting this morning show that each of the 10 nominees for election to the Board have been elected as directors to serve a 1-year term expiring at next year's annual meeting. Each director nominee received at least 98% of the votes present at today's meeting. The appointment of Deloitte & Touche as the independent registered accounting firm for Schneider for 2021 has been ratified, having received a favorable vote of more than 99% of the votes present at today's meeting. The advisory approval of executive compensation of the named executive officers has passed having received a favorable vote of more than 98% of the votes present at today's meeting. Mr. Chairman, that concludes the report of preliminary voting. Details of the final results will be available for shareholders in our filings with the SEC within 4 business days.

Thank you, Tom. That completes the business scheduled for today. The annual meeting is adjourned. The president, take shareholder questions.

Thank you, Adam, and good morning, everyone. [Operator Instructions]

[Operator Instructions]

It appears there are no questions. I want to thank all of you for your participation. The 2021 Annual Meeting of Shareholders of Schneider National is now adjourned. Thank you all for attending. Operator, you may end the call.

Thank you, everyone, very much for your attendance. The call is now over. Feel free to leave the call. Thank you very much.