SCHN 2017 Proxy Statement

Proposal No. 2 – Advisory Resolution on Executive Compensation As required pursuant to section 14A of the Securities Exchange Act, we are including in these proxy materials a separate resolution to approve, in a non-binding, advisory vote (“Say-on-Pay vote”), the compensation paid to our named executive officers as disclosed on pages 31 through 60. While the results of the vote are non-binding and advisory in nature, the Board of Directors and the Compensation Committee intend to carefully consider the results of this vote. We hold our Say-on-Pay vote every year and, unless the Board of Directors modifies its policy on the frequency of Say-on-Pay votes, the next Say-on-Pay vote will occur at our annual meeting to be held in 2019. The text of the resolution in respect of Proposal No. 2 is as follows: RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and any related narrative discussion. The Board of Directors recommends a vote FOR this resolution because it believes that our executive compensation policies and practices described in the Compensation Discussion and Analysis are effective in achieving the Company’s goals of rewarding sustained financial and operating performance and leadership excellence, aligning the executives’ long-term interests with those of the shareholders, and motivating the executives to remain with the Company for long and productive careers. We believe our performance targets are meaningful and rigorous and are designed to encourage our executives to perform at the highest levels. The executive pay outcomes in fiscal 2017 are reflective of Company performance as described below. We delivered significant improvements in our business performance in fiscal 2017. Our fiscal 2017 reported earnings per share of $1.60 and adjusted earnings per share of $1.53 represent substantial increases compared to fiscal 2016 reported loss per share of $0.66 and adjusted earnings per share of $0.69. Our AMR business nearly doubled its operating performance year-over-year. In our CSS business, we completed the integration of our steel manufacturing and Oregon metals recycling businesses and invested in a major equipment upgrade aimed at increasing productivity and enhancing product quality. Our strong operating income performance in fiscal 2017 enabled us to deliver operating cash flow of $100 million and reduce our debt by 25% while continuing to invest in our Company and return capital to our shareholders through our quarterly dividend. In addition to the significant improvements in operating performance and in earnings per share as shown in the charts on page 35, the following is a summary of our fiscal 2017 accomplishments. Additional detail can be found in our Annual Report on Form 10-K. 62 | Notice of Annual Meeting of Shareholders and 2017 Proxy Statement