SCHN 2017 Proxy Statement

Voting Securities and Principal Shareholders (7) Includes 46,524 shares that are issuable to such director pursuant to vested DSUs under the Director DCP. (8) Includes 46,524 shares that are issuable to such director pursuant to vested DSUs under the Director DCP. (9) Includes 15,565 shares that are issuable to such director pursuant to vested DSUs under the Director DCP. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than 10% of our outstanding common stock to file with the SEC reports of beneficial ownership and changes in beneficial ownership of our common stock held by such persons. Executive officers, directors, and greater than 10% shareholders are also required to furnish us copies of all forms they file under this regulation. To our knowledge, based solely on a review of the copies of such reports furnished to us and representations that no other reports were required during fiscal 2017, we believe that all required Section 16(a) reports were timely filed for such fiscal year. Certain Transactions The Audit Committee charter requires the Audit Committee to review any reportable transaction or proposed transaction with a related person, or in which a related person has a direct or indirect interest, and determine whether to ratify or approve the transaction, with ratification or approval to occur only if the Audit Committee determines that the transaction is fair to the Company or that approval or ratification of the transaction is in the interest of the Company. One of our executive officers, Michael Henderson, has an immediate family member, Brian Henderson, who is employed by a subsidiary of the Company. The compensation of Brian Henderson was established by the Company in accordance with its employment and compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. Michael Henderson does not have a material interest in the employment relationship nor does he share a household with the employee. Brian Henderson received fiscal 2017 compensation of $123,595. There were no other reportable related person transactions during fiscal 2017. 18 | Notice of Annual Meeting of Shareholders and 2017 Proxy Statement