SCHN 2017 Proxy Statement

Proposal No. 1 – Election of Directors We are asking shareholders to elect the three individuals nominated by the Board, each of whom is a current director. The Board currently consists of nine members divided into three classes pursuant to our 2006 Restated Articles of Incorporation and Restated Bylaws. One class of directors is elected each year for a three-year term. The term of Class III directors expires at the 2018 annual meeting; the term of Class I directors expires at the 2019 annual meeting; and the term of Class II directors expires at the 2020 annual meeting. Generally, the terms of directors continue until their respective successors are duly elected and qualified. Action will be taken at the 2018 Annual Meeting to elect one Class I director to serve until the 2019 annual meeting of shareholders and two Class III directors to serve until the 2021 annual meeting of shareholders. Following consideration of David J. Anderson’s indication of interest in retiring from the Board at the end of his term, Mr. Anderson, a current Class III director, has not been re-nominated for election as a director, and his term as a director will end at the 2018 annual meeting. The Board of Directors has approved a decrease in the number of directors from 9 to 8 effective immediately prior to the 2018 annual meeting. The nominees for election at the 2018 Annual Meeting are Rhonda D. Hunter as a Class I director and John D. Carter and Michael W. Sutherlin as Class III directors. The Board has determined that Ms. Hunter and Mr. Sutherlin qualify as independent directors under our Corporate Governance Guidelines, SEC rules, and NASDAQ requirements. If any nominee is unable to stand for election, the persons named in the proxy will vote the proxy for a substitute nominee in accordance with the recommendation of the Board. We are not aware of any nominee who is or will be unable to stand for election. Class I Director Nominee Rhonda D. Hunter Age: 55 Director Since: 2017 Company Board Committees: • Audit; Nominating and Corporate Governance Qualifications and Skills to Serve as a Director: • Experience as a senior executive at a commodities-based public company • Expertise in inventory and planning, environmental and work systems, finance and accounting, international business, strategic planning, growth management, operational integration, and operations Ms. Hunter has been Senior Vice President, Timberlands, of Weyerhaeuser Company since 2014 and will be retiring from Weyerhaeuser effective January 1, 2018. Prior to her current position, Ms. Hunter was Vice President, Southern Timberlands, of Weyerhaeuser from 2010 to 2014. Ms. Hunter previously held a number of financial and operational leadership positions within Weyerhaeuser with increasing P&L responsibility. Ms. Hunter joined Weyerhaeuser in 1987 as an accountant. Ms. Hunter holds a Bachelor of Science in Accounting from Henderson State University and has completed executive education at Harvard Business School and Duke University. Notice of Annual Meeting of Shareholders and 2017 Proxy Statement | 19