SCHN 2017 Proxy Statement

Proposal No. 1 – Election of Directors Director Compensation The following table sets forth certain information concerning compensation paid to directors other than Ms. Lundgren, our CEO, during the fiscal year ended August 31, 2017 (unless otherwise noted in the footnotes to the table). Name Fees Earned or Paid in Cash ($) (1) Stock Awards ($) (2) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) David J. Anderson 70,000 119,985 — 189,985 John D. Carter 300,000 — — (3) 28,080 (4) 328,080 Wayland R. Hicks 105,000 119,985 — 224,985 Rhonda D. Hunter (5) — — — — — David L. Jahnke 82,972 119,985 — 202,957 Judith A. Johansen 82,972 119,985 — 202,957 William D. Larsson 77,972 119,985 — 197,957 Michael W. Sutherlin 70,000 119,985 — 189,985 (1) Fees earned includes amounts deferred at the election of a director under the Deferred Compensation Plan for Non-Employee Directors, which is described below. (2) Represents the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Classification (“ASC”) Topic 718. These amounts reflect the grant date fair value and may not correspond to the actual value that will be realized by the directors. Stock awards consist of DSUs valued using the closing market price of the Company’s Class A common stock on the NASDAQ Global Select Market on the grant date. On January 25, 2017, the date of the Company’s 2017 annual meeting, each director then in office other than Mr. Carter and Ms. Lundgren was granted DSUs for 5,052 shares. The grant date fair value of this DSU grant to each director was $119,985 (or $23.75 per share) which was equal to the closing market price of the Company’s Class A common stock on the grant date. These DSUs vest on January 29, 2018 (the day before the 2018 Annual Meeting), subject to continued Board service. The DSUs become fully vested on the earlier death or disability of a director or a change in control of the Company (as defined in the DSU award agreement). After the DSUs have become vested, directors will be credited with additional whole or fractional shares to reflect dividends that would have been paid on the stock underlying the DSUs subsequent to the grant date. The Company will issue Class A common stock to a director for the vested DSUs in a lump sum in January of the year following the year the director ceases to be a director of the Company, subject to the right of the director to elect an installment payment program under the Company’s Deferred Compensation Plan for Non-Employee Directors. At August 31, 2017, non-employee directors held unvested DSUs as follows: 5,052 shares for Messrs. Anderson, Hicks, Jahnke, Larsson and Sutherlin and Ms. Johansen. (3) Represents a decrease of $25,210 in the actuarial present value of Mr. Carter’s accumulated benefits under the Company’s Pension Retirement Plan and the Company’s Supplemental Executive Retirement Bonus Plan. At August 31, 2017, the actuarial present value of Mr. Carter’s accumulated benefits under these plans was $425,197. During fiscal 2017, Mr. Carter received distributions of $26,141 under the Supplemental Executive Retirement Bonus Plan and distributions of $9,071 under the Pension Retirement Plan. (4) Represents a lump sum payment made to Mr. Carter for health insurance premiums. (5) Ms. Hunter was elected as a director on October 25, 2017 and therefore received no compensation in fiscal 2017. Notice of Annual Meeting of Shareholders and 2017 Proxy Statement | 29