SCHN 2017 Proxy Statement

Proposal No. 3 – Advisory Resolution on the Frequency of Future Shareholder Advisory Votes on Executive Compensation As required pursuant to section 14A of the Securities Exchange Act, in addition to the advisory approval of our executive compensation program, we are also seeking a non-binding, advisory vote of our shareholders as to the frequency with which shareholders would have an opportunity to provide an advisory approval of our executive compensation program. We are providing shareholders the option of selecting a frequency of every year, every two years, or every three years, or abstaining. For the reasons described below, we recommend that our shareholders select a frequency of every year (that is, an annual advisory vote). While the results of the vote are non-binding and advisory in nature, the Board of Directors and the Compensation Committee intend to carefully consider the results of this vote in setting the frequency of future say-on-pay votes. Starting with our annual meeting held in 2012, we have held annual shareholder advisory votes on executive compensation. We had a shareholder advisory vote on the frequency of say-on-pay votes at our annual meeting held in 2012, and shareholders will have an opportunity to cast an advisory vote on the frequency of the say-on-pay vote at least every six years. The text of the resolution in respect of Proposal No. 3 is as follows: RESOLVED, that the shareholders of the Company determine, on a non-binding, advisory basis, that the frequency of the shareholder advisory vote on the compensation of the Company’s named executive officers should be: Choice 1 — every year; Choice 2 — every two years; Choice 3 — every three years; or Choice 4 — abstain from voting. An annual advisory vote on executive compensation will allow our shareholders to provide input as management and the Compensation Committee reviews our compensation philosophy, policies and practices. Even though our executive compensation program is designed to support long-term value creation, our management and Compensation Committee reviews the compensation program every year. An annual shareholder advisory vote allows our shareholders to provide us with direct and immediate feedback regarding the compensation program, and enables our management and Compensation Committee to evaluate any changes in shareholder sentiment as it conducts its regular compensation review. We will continue to engage with our shareholders regarding our executive compensation program in addition to the annual advisory votes on executive compensation. Engagement with our shareholders is a key component of our corporate governance. We seek and are open to input from our shareholders regarding board and governance matters, as well as our executive compensation program, and believe we have been appropriately responsive to our shareholders. Our experience in the past six years has shown that annual advisory votes on executive compensation works well with continued shareholder engagement. Vote Required to Determine, on an Advisory Basis, the Frequency of Future Shareholder Advisory Votes on Executive Compensation Holders of Class A common stock and Class B common stock will vote together as a single class on this proposal, and each share is entitled to one vote. The result of the advisory vote on the frequency of future shareholder advisory votes on executive compensation will be determined by which of the options (i.e., every year, every two years or every three years) receives a plurality of the votes cast. The proxies will be voted “every year,” “every two years,” “every three years,” or as an abstention in accordance with the instructions specified on the proxy form. If no instructions are given by owners of record, proxies will be voted “every year” for the frequency of future advisory votes on executive compensation. The Board of Directors recommends that shareholders vote “EVERY YEAR” to determine, on an advisory basis, the frequency of future shareholder advisory votes on executive compensation. 64 | Notice of Annual Meeting of Shareholders and 2017 Proxy Statement