What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-17 · 73 added, 42 removed, 285 unchanged (29% of the section changed)

6 unchanged sentences

Changes in Internal Control

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In May 2023, we began the implementation of a new ERP system which replaced our core financial systems.

The new ERP system was designed to increase the efficiency and accuracy of data by streamlining data sources, simplifying complex processes, and reducing manual processes.

As part of the implementation process, we made several modifications to our internal control processes and procedures which did not result in significant changes in our internal control over financial reporting.

There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

6 unchanged sentences

Based on this assessment, management believes that as of December 31, 2023, our internal control over financial reporting was effective.

On August 1, 2023, we completed our acquisition of M&M and in accordance with SEC Staff guidance, which allows companies to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting in the year of acquisition, we have excluded M&M from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023.

The total assets of M&M constitute approximately 5.7% of the Company’s consolidated total assets as of December 31, 2023, while operating revenues constitute approximately 1.3% of the Company’s total revenues on December 31, 2023.

See Note 2, Acquisition , for additional information.

The effectiveness of internal control over financial reporting as of December 31, 2023, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm that also audited our consolidated financial statements.

Deloitte & Touche LLP’s report on internal control over financial reporting is included herein.

Deloitte & Touche LLP’s attestation report on internal control over financial reporting is included herein.

OTHER INFORMATION

On February 14, 2023, the Company entered into an Amended and Restated Schneider Family Board Nomination Process Agreement (the “Amended Nomination Agreement”), dated as of February 14, 2023, with certain members of the Schneider family which amends the Schneider Family Board Nomination Process Agreement (the “Original Agreement”), dated as of October 5, 2016.

Under the Amended Nomination Agreement, four specified members of the Schneider family have the right to nominate two family members to serve on our Board on an annual, rotating basis.

The annual Schneider family director nominations, assuming each specified member of the Schneider family is able to serve, will rotate among the four specified Schneider family members through 2040 according to a schedule that is set forth in the Amended Nomination Agreement.

After the Schneider family director nominee rotation described above is complete, or if the rotation described above ends before 2040, the four specified Schneider family members may, if all such family members are in agreement, propose to our Corporate Corporate Governance Committee an amendment to the Amended Nomination Agreement, consistent with such agreement, to cover nominations of Schneider family members in subsequent periods, the approval of which shall be subject to the approval of our Governance Committee and our Board, which approval shall not be unreasonably withheld.

Such proposal must be made before the later of (a) December 31st of the year in which the rotation system ends or six months after the date on which the last family member’s service as a director ends, whichever is later, or (b) December 31, 2040 in the event the rotation set forth above is completed.

The foregoing description of the Amended Nomination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.6 to this Annual Report on Form 10-K, and is incorporated by reference herein.

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

10 unchanged sentences

Rourke 59 President, Chief Executive Officer and Director

Bruffett 59 Executive Vice President, Chief Financial Officer

Campbell 45 Executive Vice President, Chief Financial Officer

Shaleen Devgun 51 Executive Vice President, Chief Innovation & Technology Officer

1 unchanged sentence

Angela Fish 52 Executive Vice President, Human Resources

Jackson 57 Executive Vice President, General Counsel

Jackson 58 Executive Vice President, General Counsel & Corporate Secretary

Robert Reich 57 Executive Vice President, Chief Administrative Officer

2 unchanged sentences

Rourke served as Executive Vice President and Chief Operating Officer and held various other roles within Schneider including President of our Truckload Services Division and General Manager of Schneider Transportation Management, where he was responsible for the effective delivery to market of sole source, promotional, and brokerage service offerings.

Mark held a variety of other leadership roles at Schneider with increasing responsibility including Vice President of Customer Service, Director of Transportation Planning for Customer Service, Midwest Area Service Manager for Customer Service, and Director of Driver Training.

Rourke held a variety of other leadership roles at Schneider with increasing responsibility including Vice President of Customer Service, Director of Transportation Planning for Customer Service, Midwest Area Service Manager for Customer Service, and Director of Driver Training.

Rourke joined our company in 1987, holds a bachelor’s degree in marketing from the University of Akron, Ohio, and has attended programs on corporate governance and strategic leadership at Harvard University.

He currently serves on the Board for The Shyft Group, the Trucking Alliance, and the Green Bay Packers.

Bruffett has served as our Executive Vice President and Chief Financial Officer since April 2018.

Campbell has served as our Executive Vice President and Chief Financial Officer since September 2023.

Prior to joining Schneider, Mr.

Bruffett served as Executive Vice President and Chief Financial Officer of Con-way, Inc., a multinational freight transportation and logistics company, from 2008 until 2015.

Before joining Con-way in 2008, Mr.

Bruffett held senior financial leadership positions at YRC Worldwide, Inc., a publicly traded transportation services company, from 1998 to 2008 rising to the role of Executive Vice President and CFO, and various finance positions at American Freightways.

Bruffett holds a bachelor’s degree in business administration from the University of Arkansas and a master’s degree in business administration from the University of Texas.

Campbell served as Group Vice President of Strategy and Finance for JM Family Enterprises, Inc.

Previously, he served as the Chief Financial Officer for Carnival Cruise Line from 2021 to 2022 and Corporate Treasurer of Carnival Corporation & plc from 2017 to 2021.

Campbell also spent 14 years at PricewaterhouseCoopers LLP through 2017, including serving as an audit partner.

Campbell is a licensed certified public accountant.

He holds a bachelor’s degree in accounting and management from the University of the West Indies, as well as master’s degrees in international business from the University of Florida, and in accounting from Florida International University.

Shaleen Devgun h as served as Executive Vice President, Chief Innovation and Technology Officer since 2022.

3 unchanged sentences

Devgun holds bachelor’s degrees in economics and math from the University of Pune and a master’s degree in business administration from the University of Detroit Mercy.

He also serves on the Board for the Fox Cities Performing Arts Center.

He also serves as chief advisor to TitletownTech, a venture fund founded by the Green Bay Packers and Microsoft Corporation.

James Filter has served as our Executive Vice President, Group President of Transportation and Logistics since April 2022.

Prior to assuming his current role in 2022, Mr.

Prior to assuming his current role, Mr.

Filter served as Senior Vice President and General Manager of Intermodal from 2015 to 2021 when his responsibilities were expanded to include accountabilities as Chief Commercial Officer.

3 unchanged sentences

He currently serves on the Board for Family Services of Northeast Wisconsin.

Angela Fish has served as Executive Vice President, Human Resources since January 2022.

She previously served as Senior Vice President of Human Resources.

During her tenure at Schneider, she has held senior leadership roles across the human resources, benefits, and compensation areas.

Prior to joining Schneider, she worked at the University of Michigan.

She is a graduate of Northern Michigan University and locally serves on the Board of the YMCA.

Jackson has served as Executive Vice President and General Counsel since July 2019.

Angela Fish has served as Executive Vice President, Human Resources since March 2022.

Prior to being promoted to that role, Ms.

Fish served as Senior Vice President of Human Resources since 2019.

Fish joined Schneider in 1996 and during her tenure has held senior leadership roles across the human resources, benefits, and compensation areas.

Prior to joining Schneider, Ms.

Fish worked at the University of Michigan.

She holds a business degree from Northern Michigan University and locally serves on the Board of the Greater Green Bay YMCA.

Jackson has served as Executive Vice President, General Counsel and Corporate Secretary since July 2019.

Prior to joining Schneider, Mr.

5 unchanged sentences

Glatfelter Company from June 2008 to November 2011, and as its Assistant General Counsel, Assistant Secretary, and Director of Compliance from September 2006 to June 2008.

Jackson holds both a juris doctor and a master of business administration from Villanova University, as well as a bachelor of science degree in mechanical engineering from Drexel University.

Jackson holds both a juris doctor and a master of business administration from Villanova University, and a bachelor of science degree in mechanical engineering from Drexel University.

Robert Reich has served as our Executive Vice President and Chief Administrative Office since April 2019.

40 unchanged sentences

4.1* Description of Class B Common Stock

10-K 4.1 001-38054 2/19/2020

9.1 Amended and Restated 1995 Schneider National, Inc.

14 unchanged sentences

10.6 Amended and Restated Schneider Family Board Nomination Process Agreement

10-K 10.6 001-38054 2/17/2023

10.7 Registration Rights Agreement, dated April 11, 2017, by and among Schneider National, Inc., Mary P.

62 unchanged sentences

2005 Supplemental Savings Plan as Amended and Restated July 25, 2022

10-K 10.16 001-38054 2/17/2023

10.17+ First Amendment to Schneider National, Inc.

20 unchanged sentences

10.24+ Form of Schneider National, Inc.

Restricted Stock Award Agreement (2018)

10-Q 10.1 001-38054 4/30/2018

10.25+ Form of Schneider National, Inc.

Restricted Stock Unit Award Agreement (2018)

10-Q 10.2 001-38054 4/30/2018

10.26+ Form of Schneider National, Inc.

Performance-Based Restricted Share Award Agreement (2018)

10-Q 10.3 001-38054 4/30/2018

10.27+ Form of Schneider National, Inc.

Performance-Based Restricted Stock Unit Award Agreement (2018)

10-Q 10.4 001-38054 4/30/2018

10.28+ Form of Schneider National, Inc.

Nonqualified Stock Option Award Agreement (2018)

41 unchanged sentences

8-K 10.1 001-38054 11/7/2022

10.39+ Form of Schneider National, Inc.

Restricted Stock Unit Award Agreement (2023)

10-Q 10.1 001-38054 4/27/2023

10.40+ Form of Schneider National, Inc.

Performance-Based Restricted Stock Unit Award Agreement (2023)

10-Q 10.2 001-38054 4/27/2023

10.41+ Form of Schneider National, Inc.

Director Restricted Stock Unit Award Agreement (2023)

10-Q 10.3 001-38054 4/27/2023

10.42+ Schneider National, Inc.

Executive Change of Control Severance Plan

10-Q 10.4 001-38054 4/27/2023

10.43 Amendment No.

4, dated as of June 1, 2023, to Amended and Restated Receivables Purchase Agreement, dated as of March 31, 2011, as amended as of December 17, 2013, as amended and restated as of September 5, 2018, and as further amended on July 30, 2021, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto

8-K 10.1 001-38054 6/7/2023

10.44+ Schneider National, Inc.

Senior Management Incentive Plan, as amended and restated effective July 17, 2023

8-K 10.1 001-38054 7/18/2023

10.45 Private Shelf Agreement dated as of June 17, 2020 among Schneider National Leasing, Inc., PGIM, Inc.

and the other parties thereto

8-K 10.1 001-38054 9/1/2023

10.46 Amendment No.

1 to Private Shelf Agreement dated as of July 28, 2020 among Schneider National Leasing, Inc., PGIM, Inc.

and the other parties thereto

8-K 10.2 001-38054 9/1/2023

10.47 Amendment No.

2 to Private Shelf Agreement dated as of July 28, 2023 among Schneider National Leasing, Inc., PGIM, Inc.

and the other parties thereto

8-K 10.3 001-38054 9/1/2023

10.48 Form of Parent Guaranty Agreement (included in Exhibit 10.45) 8-K 10.1 001-38054 9/1/2023

10.49 Form of Note (included in Exhibit 10.45) 8-K 10.1 001-38054 9/1/2023

19* Schneider National, Inc.

Insider Trading Policy

21.1* Subsidiaries of Schneider National, Inc.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97* Schneider National, Inc.

Compensation Recovery Policy

101.INS* XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

21 unchanged sentences

Giertz Director

Godfrey Director

/s/ Robert W.

4 unchanged sentences

Rourke Director

Schneider Director

/s/ Julie Streich

Julie Streich Director

Swainson Director

/s/ Kathleen Zimmerman

Kathleen Zimmerman Director

Rourke President and Chief Executive Officer (Principal Executive Officer)

/s/ Stephen L.

Bruffett Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Darrell G.

Campbell Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Shelly A.

1 unchanged sentence

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.

What changed 10-K

Item 9A. Controls and Procedures