Form 8-K Schneider National, Inc. For: Jan 30

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February 3, 2023 8:33 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): January 30, 2023

_____________________________________________________________________________

Schneider National, Inc.

(Exact Name of Registrant as Specified in Charter)

_____________________________________________________________________________

Wisconsin

001-38054

39-1258315

(State of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

3101 South Packerland Drive

Green Bay

54313

(Address of Principal Executive Offices)

(Zip Code)

(920) 592-2000
(Registrant's Telephone Number, including Area Code)

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:


			☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class B common stock, no par value

SNDR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 30, 2023, Adam P. Godfrey, Chairman of the Board, informed the Board of Directors ("Board") of his intention to step down as Chairman of the Board effective immediately and retire from the Board immediately following the expiration of his current term at the Company’s 2023 Annual Meeting of Shareholders. Mr. Godfrey's decision was not due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

On January 30, 2023, the Board elected James L. Welch, a current Board member, to succeed Mr. Godfrey as Chairman of the Board effective immediately.

Also on January 30, 2023, the Board approved a reduction in the size of the Board from ten to nine directors, effective upon the close of business on the date of Mr. Godfrey’s retirement.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits.

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.