SCHN 2017 Proxy Statement

Compensation Committee Report The Compensation Committee has: • Reviewed and discussed the above section titled “Compensation Discussion and Analysis” with management; and • Based on the review and discussion above, recommended to the Board that the “Compensation Discussion and Analysis” section be included in this proxy statement. COMPENSATION COMMITTEE Judith A. Johansen, Chair David J. Anderson David L. Jahnke Michael W. Sutherlin 52 | Notice of Annual Meeting of Shareholders and 2017 Proxy Statement