SCHN 2017 Proxy Statement

Voting Securities and Principal Shareholders The record date for determining shareholders entitled to receive notice of and to vote at the Annual Meeting was December 1, 2017. At the close of business on December 1, 2017, a total of 27,203,291 shares of our common stock, par value $1.00 per share, were outstanding and entitled to vote at the Annual Meeting. The outstanding common stock consisted of 27,003,291 shares of Class A common stock (Class A) and 200,000 shares of Class B common stock (Class B). Each share of common stock (whether Class A or Class B) is entitled to one vote with respect to each matter to be voted on at the Annual Meeting. The following table sets forth certain information regarding the beneficial ownership of our common stock as of November 30, 2017 (unless otherwise noted in the footnotes to the table) by (i) persons known to us to be the beneficial owner of more than 5% of our common stock, (ii) each of our current directors, (iii) each nominee for director, (iv) each of our executive officers listed in the Summary Compensation Table (each, a “named executive officer” and, collectively, the “named executive officers”), and (v) all of our current directors and executive officers as a group. Unless otherwise noted in the footnotes to the table, the persons named in the table have sole voting and investment power with respect to all outstanding shares of common stock shown as beneficially owned by them. Except as noted below, the address of each shareholder in the table is c/o Schnitzer Steel Industries, Inc., 299 SW Clay Street, Suite 350, Portland, Oregon 97201. Each Class B share is convertible into one Class A share, and there are no meaningful distinctions between the rights of holders of Class A shares and Class B shares. Accordingly, the following table reports beneficial ownership of common stock in the aggregate and does not distinguish between Class A shares and Class B shares. Common Stock Beneficially Owned Name of Beneficial Owner or Number of Persons in Group Number Percent The Vanguard Group, Inc. 2,838,190 (1) 10.4% BlackRock Institutional Trust Company, N.A. 2,713,319 (2) 10.0% Dimensional Fund Advisors, L.P. 2,252,341 (3) 8.3% David J. Anderson 38,762 (4) * John D. Carter 144,066 * Wayland R. Hicks 65,634 (5) * Rhonda D. Hunter — * David L. Jahnke 27,485 (6) * Judith A. Johansen 46,524 (7) * William D. Larsson 47,524 (8) * Michael W. Sutherlin 15,565 (9) * Tamara L. Lundgren 399,875 1.5% Richard D. Peach 73,883 * Peter B. Saba 3,080 * Steven G. Heiskell 21,017 * Michael R. Henderson 28,666 * All current directors and executive officers as a group (15 persons) 958,944 3.5% * Less than 1% (1) Beneficial ownership as of December 31, 2016 as reported by Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355 in a Form 13G/A filed by the shareholder. (2) Beneficial ownership as of July 31, 2017 as reported by BlackRock Inc., 55 East 52nd Street, New York, NY 10055 in a Form 13G/A filed by the shareholder. (3) Beneficial ownership as of December 31, 2016 as reported by Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, TX 78746 in a Form 13G/A filed by the shareholder. (4) Includes 38,762 shares covered by deferred stock units (“DSUs”) or credited to an account under the Deferred Compensation Plan for Non-Employee Directors (the “Director DCP”). See footnote 2 to the Directors Compensation Table on page 29 for additional information. (5) Includes 58,534 shares that are issuable to such director pursuant to vested DSUs under the Director DCP. (6) Includes 27,485 shares that are issuable to such director pursuant to vested DSUs under the Director DCP. Notice of Annual Meeting of Shareholders and 2017 Proxy Statement | 17