2 unchanged sentences
Our Class B common stock has traded on the NYSE under the symbol “SNDR” since our IPO in April 2017.
−Removed: Our Class A common stock is held by the Schneider National, Inc.
−Removed: Voting Trust for the benefit of members of the Schneider family.
+Added: Our Class A common stock is held by the Voting Trust for the benefit of members of the Schneider family.
Each share of Class A common stock is convertible into one share of Class B common stock.
1 unchanged sentence
Holders of Record
−Removed: As of February 15, 2022, there was one holder of record of our Class A common stock, and there were 50 holders of record of our Class B common stock.
−Removed: Because many of our shares of common stock are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
+Added: As of February 14, 2023, there was one holder of record of our Class A common stock, the Voting Trust, and 50 holders of record of our Class B common stock.
+Added: Because many of our shares of Class B common stock are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
Dividend Policy
−Removed: We have paid quarterly cash dividends on our common stock since our IPO in April 2017, and we intend to continue paying regular quarterly dividends.
+Added: We have a policy of paying quarterly cash dividends to holders of our Class A and Class B common stock.
The declaration and amount of any future dividends is subject to the discretion of our Board and will depend on our financial condition, earnings, legal requirements, certain debt agreements we are then party to, and other factors our Board deems relevant and, therefore, is not assured.
−Removed: Our Amended and Restated Articles of Incorporation provide that holders of our Class A and Class B common stock will be treated equally and ratably on a per share basis with respect to any such dividends, unless disparate treatment is approved in advance by the vote of the holders of a majority of the outstanding shares of our Class A and Class B common stock, each voting as a separate group.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: The Company does not have a share repurchase program and did not repurchase any equity securities during the three months ended December 31, 2021.
+Added: The Company did not have a share repurchase program or repurchase any equity securities during the year and three months ended December 31, 2022, respectively.
Equity Compensation Plan Disclosure
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The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates such information by reference into such filing.
−Removed: The following graph compares the cumulative total shareholder return on our Class B common stock to the cumulative total return of the Standard and Poor’s 500 Stock Index, the Dow Jones Transportation Index, and a customized peer group for the period from April 6, 2017, the date of our IPO, through December 31, 2021.
−Removed: The 2019 peer group, which was used by the Board’s Compensation Committee for 2020 compensation decisions, consisted of ArcBest Corp., JB Hunt Transport Services, Inc., Ryder System, Inc., Avis Budget Group, Inc., Knight Transportation, Inc., 1 Swift Transportation Co., 1 C.H.
−Removed: Robinson Worldwide, Landstar System, Inc., Werner Enterprises, Inc., Expeditors International of Washington, Inc., Old Dominion Freight Line, Inc., XPO Logistics, Hub Group, Inc., Kirby Corporation, and YRC Worldwide.
−Removed: In 2020, the Compensation Committee adopted the 2020 peer group for use in 2021 compensation decisions, modifying the 2019 peer group to add Saia and remove YRC Worldwide.
−Removed: The comparison assumes $100 was invested on April 6, 2017 in our Class B common stock and in each of the foregoing indices and peer groups and assumes reinvestment of dividends.
+Added: The following graph compares the cumulative total shareholder return on our Class B common stock to the cumulative total return of the Standard and Poor’s 500 Stock Index, the Dow Jones Transportation Index, and a customized peer group for the period from December 31, 2017 through December 31, 2022.
+Added: The 2020 peer group, which was used by the Board’s Compensation Committee for 2021 compensation decisions, consisted of ArcBest Corp., JB Hunt Transport Services, Inc., Ryder System, Inc., Avis Budget Group, Inc., Knight-Swift Transportation Holdings Inc., C.H.
+Added: Robinson Worldwide, Landstar System, Inc., Werner Enterprises, Inc., Expeditors International of Washington, Inc., Old Dominion Freight Line, Inc., XPO Logistics, Hub Group, Inc., Kirby Corporation, and Saia.
+Added: There were no changes to the 2021 peer group used to make 2022 compensation decisions.
+Added: The comparison assumes $100 was invested on December 31, 2017 in our Class B common stock and in each of the foregoing indices and peer group and assumes reinvestment of dividends.
The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance.
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2021 Peer Group 100.00 82.78 104.69 132.86 208.63 170.46
−Removed: 2019 Peer Group 100.00 131.58 108.60 136.36 170.55 266.06
−Removed: 1 Effective September 8, 2017, the businesses of Knight Transportation, Inc.
−Removed: and Swift Transportation Co.
−Removed: were merged under a single parent company, Knight-Swift Transportation Holding, Inc.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.