Table of Contents 1 70

SCHN 2018 Proxy Statement

Letter to Shareholders	2
Notice of Annual Meeting	3
Table of Contents	4
PROXY MATERIALS	5
Proxy Summary	5
Proxy Statement	15
Questions and Answers about these Proxy Materials and Voting	15
Voting Securities and Principal Shareholders	19
Section 16(a) Beneficial Ownership Reporting Compliance	20
Certain Transactions	20
Proposal 1 - Election of Directors	21
Proposal 2 - Advisory Resolution on Executive Compensation	65
Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm	66
COMPENSATION DISCUSSION AND ANALYSIS	33
Overview	33
Shareholder Outreach	33
Linkage to Company Performance	35
Summary of Executive Compensation Program	36
Executive Compensation Process	39
Elements of Compensation	42
Corporate Governance	25
Board Committees and Responsibilities	26
Non-Employee Director Compensation	31
Compensation Committee Report	54
Compensation of Executive Officers	55
Audit Committee Report	67
Shareholder Proposals for 2020 Annual Meeting	69

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