SCHN 2017 Proxy Statement

Proposal No. 1 – Election of Directors Class III Director Nominees John D. Carter Age: 71 Director Since: 2005 Company Board Committees: • Board Chairman Qualifications and Skills to Serve as a Director: Other Public Company Directorships: • Northwest Natural Gas Company, Member of Governance and Finance Committee and Chair of Audit Committee • FLIR Systems, Inc., Chair of Corporate Governance Committee • Former Chief Executive Officer of Schnitzer Steel Industries, Inc. • Extensive international business experience • Expertise in strategic planning and analysis, mergers and acquisitions, operations, environmental affairs, and government relations • Public company board and committee leadership experience Mr. Carter has been Chairman of the Board since December 2008 and was President and Chief Executive Officer of the Company from May 2005 to December 2008. From 2002 to May 2005, Mr. Carter was engaged in a consulting practice focused primarily on strategic planning in transportation and energy for national and international businesses, while also owning other small business ventures. From 1982 to 2002, Mr. Carter served in a variety of senior management capacities at Bechtel Group, Inc., an engineering and construction company, including as Executive Vice President and Director, as well as President of Bechtel Enterprises, Inc., a wholly-owned subsidiary, and other operating groups. He retired from Bechtel at the end of 2002. Prior to his Bechtel tenure, Mr. Carter was a partner in a San Francisco law firm. He is a graduate of Stanford University and Harvard Law School. Michael W. Sutherlin Age: 71 Director Since: 2015 Company Board Committees: • Compensation; Nominating and Corporate Governance Qualifications and Skills to Serve as a Director: Other Public Company Directorships: • Peabody Energy Corporation, Member of the Compensation Committee and Chair of the Nominating Committee • Tesco Corporation, Chairman of the Board • Experience as public company Chief Executive Officer and public company Board Chairman • Manufacturing and mining sector experience • Core operations, executive leadership, international business, and executive compensation experience Mr. Sutherlin served as President and Chief Executive Officer and Director of Joy Global, Inc., a manufacturer and servicer of mining equipment for the extraction of coal and other minerals and ores, from 2006 until 2013. He was Executive Vice President, President and Chief Operating Officer of Joy Mining Machinery from 2003 to 2006. Prior to that time, Mr. Sutherlin held positions of increasing responsibility for Varco International, Inc., including President and Chief Operating Officer and Division President. Mr. Sutherlin holds a Bachelor of Business Administration from the Texas Tech University and an MBA from the University of Texas at Austin. Vote Required to Elect Directors Holders of Class A Common Stock and Class B Common Stock will vote together as a single class on this matter, and each share is entitled to one vote for each director nominee. Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Proxies received from shareholders of record, unless directed otherwise, will be voted FOR the election of each of the nominees. Abstentions and broker non-votes will have no effect on the results of the vote. The Board of Directors recommends that shareholders vote “FOR” the election of each of the nominees named above. 20 | Notice of Annual Meeting of Shareholders and 2017 Proxy Statement