SCHN 2017 Proxy Statement

Proxy Summary Shareholder Outreach and Executive Compensation Program Changes On an annual basis the compensation of our NEOs, as disclosed in our annual proxy statement, is submitted to our shareholders for a non-binding advisory vote (“Say-on-Pay”). Over the past three years, we have pro-actively initiated shareholder outreach with the majority of our shareholders regarding the Company’s executive compensation program. During 2017, we reached out to investors holding nearly 70% of our outstanding shares offering discussions with the Chair of the Compensation Committee and either the Chairman of the Board of Directors or our Lead Independent Director. Continuing a trend that began last year, there was a decrease in the number of investors requesting a meeting with us which we attribute primarily to the Company’s improved performance and satisfaction with the changes made in response to the shareholder input received during the previous two years, including the significant changes made to our executive compensation program beginning in fiscal 2016 and the improved readability and transparency of our proxy statement beginning with the proxy for fiscal 2015. Directly as a result of the valuable feedback received from shareholders, the Compensation Committee has made several significant changes to our executive compensation program in recent years. The following changes were effective beginning in fiscal 2016: ✓ Inclusion of a relative TSR metric in the performance share plan which represents 50% of the Company’s performance share awards ✓ Return to a three-year performance period for the performance share plan to align more closely with the focus on longer-term performance ✓ Revision to the compensation peer group to better reflect companies with similar quantitative and qualitative characteristics ✓ Selection of a performance peer group using a quantitative and qualitative approach similar to that used for selecting the compensation peer group, while also reflecting companies in our industry which are viewed as traditional peers but may not be appropriate (e.g., too large) for purposes of comparing compensation In addition, in recognition of challenging market conditions, the Compensation Committee took the following actions for fiscal 2016: ✓ Consideration of long-term incentive awards in two stages: a grant in November 2015 at generally 50% of the previous year grant levels, and a grant in April 2016 of the remaining 50% following a mid-year review of our financial and operating performance ✓ No base salary increases for NEOs (except for one in connection with additional responsibilities) Based on shareholder feedback and to provide year-to-year consistency and an opportunity to assess the changes made in fiscal 2016, the Compensation Committee determined to maintain the basic design of the executive compensation program in fiscal 2017. In addition, the Compensation Committee took the following actions for fiscal 2017: ✓ In consultation with its independent compensation consultant and taking into account that the annual base salary of the CEO had not been increased since May 2011, approved a 10% increase in CEO base salary effective July 2017 ✓ I ncreases in base salary for all other NEOs ranged from 2.5% to 3.8% ✓ In recognition of the weak market conditions persisting into the early part of fiscal 2017, continuation of consideration of long-term incentive awards in two stages: a grant in November 2016 at generally 50% of the previous year grant levels, and a grant in April 2017 of the remaining 50% following a mid-year review of our financial and operating performance ✓ Cap on non-income statement metrics in the annual incentive plans if adjusted earnings per share are negative Notice of Annual Meeting of Shareholders and 2017 Proxy Statement | 7