SCHN 2018 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 eight 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 I directors expires at the 2019 annual meeting; the term of Class II directors expires at the 2020 annual meeting; and the term of Class III directors expires at the 2021 annual meeting. Generally, the terms of directors continue until their respective successors are duly elected and qualified. Action will be taken at the 2019 Annual Meeting to elect three Class I directors to serve until the 2022 annual meeting of shareholders. The nominees for election at the 2019 Annual Meeting are Rhonda D. Hunter, David L. Jahnke and William D. Larsson as Class I directors. The Board has determined that Ms. Hunter and Messrs. Jahnke and Larsson 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 Nominees Rhonda D. Hunter Age: 56 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 was Senior Vice President, Timberlands, of Weyerhaeuser Company from 2014 until her retirement in January 2018. 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. David L. Jahnke Age: 65 Director Since: 2013 Company Board Committees: • Audit, Chair; Compensation Qualifications and Skills to Serve as a Director: Other Public Company Directorships: • First Interstate BancSystem, Inc. Member of Executive Committee, Risk Committee and Chair of Audit Committee • Public accounting, financial reporting, and internal controls experience • Experience in complex financial transactions, international business and executive compensation • Public company board and committee leadership experience Mr. Jahnke held various positions at KPMG, the international accounting firm, from 1975 until 2010. From 2005 to 2010, he was the Global Lead Partner for a major KPMG client and was located in KPMG’s Zurich, Switzerland office. Prior to that time, he held positions of increasing responsibility at KPMG, including Office Managing Partner and Audit Partner in Charge of the Minneapolis office from 1999 to 2004. He is a director of Swiss Re America Holding Corporation where he serves as Chair of its Audit Committee and is a member of its Executive Committee. Mr. Jahnke holds a B.S. in Accounting from the University of Minnesota-Twin Cities. Notice of Annual Meeting of Shareholders and 2018 Proxy Statement | 19