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Proxy Statement December 15, 2016

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Proxy Statement December 15, 2016 2016 January 25,2017 of ShareholdersToBeHeld Notice ofAnnualMeeting Proxy Statement December 15, 2016 Dear Shareholder: On behalf of our Board of Directors, we are pleased to invite you to attend Schnitzer Steel’s 2017 Annual Meeting on Wednesday, January 25, 2017 in Portland, Oregon. Whether or not you are able to attend our meeting in person, we invite you to read this year’s proxy statement which highlights our key activities and accomplishments in fiscal 2016 and presents matters for which we are seeking your vote. As shown in the charts below, in fiscal 2016, our business delivered significant improvements in operating performance and in earnings per share as well as a 16% reduction in total debt. We achieved this improved performance despite a still challenging macroeconomic environment impacted by slowing global growth, commodity price weakness, global steel overproduction, and a strong U.S. dollar. As a result of these market challenges, our average selling prices declined approximately 20% and sales volumes were more than 10% lower across our portfolio year-over-year. However, due to the strategic initiatives we deployed to address changing market dynamics, we delivered higher operating profitability amid weaker market conditions compared to the previous year. We remained keenly focused on generating long- term shareholder value through strategies aimed Consolidated Operating Income (Loss) Adjusted Consolidated Operating Income * squarely at improving operational and economic (in thousands) (in thousands) performance. Since 2015, we have taken a 2015 2016 2015 2016 number of actions designed to improve $27,772 productivity and profitability that are expected to ($7,842) benefit annual operating performance by a targeted $95 million. We achieved $78 million of the targeted benefits in fiscal 2016, and we $10,547 expect to achieve substantially all of the ($195,529) remaining benefits by the end of fiscal 2017. More specifically, in fiscal 2016, we reduced our selling, general and administrative costs by 13% Diluted Earnings Per Share Adjusted Diluted Earnings Per Share * from the prior year, improved our raw material purchasing program across our auto and metals 2015 2016 2015 2016 supply chain, and invested in process $0.69 improvements to enhance our logistics and ($0.66) productivity at our steel mill. Stronger operational performance and working capital efficiency continued our trend of positive $0.13 annual operating cash flow, delivering $99 million in fiscal 2016 and enabling us to reduce ($7.03) our debt while returning capital to our shareholders. In fiscal 2016, we ended the year Total Debt Total Debt, Net of Cash * with debt at its lowest level since fiscal 2011 and (in thousands) (in thousands) returned $24 million to shareholders through $228,156 dividend payments and share repurchases. Our progress reflects the execution of our $205,401 strategy to simplify and further integrate our $192,518 operating structure, optimize asset efficiency and shared services, invest in our company, and $165,699 strengthen our balance sheet while increasing earnings and returning capital to shareholders. 2015 2016 2015 2016 * See pages 47-49 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 25, 2016 for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures. Notice of Annual Meeting of Shareholders and 2016 Proxy Statement | 1 December 15, 2016 We have a culture of teamwork, a drive for operational excellence, and a passion to maintain our industry leadership. As we look ahead, improved performance and the positive operating cash flow generated in fiscal 2016 demonstrate the success of our strategic initiatives, platform flexibility and financial strength, and enable us to take advantage of evolving market opportunities to further increase shareholder value in fiscal 2017 and beyond. On behalf of the entire Board of Directors and our 3,000 employees, I want to thank you for your continued support and investment in our business. We value the ongoing dialogue we have with our shareholders, and we encourage you to continue to share your suggestions by writing to our Board of Directors at the address below: Board of Directors Schnitzer Steel Industries, Inc. 299 SW Clay Street, Suite 350 Portland, OR 97201 We have posted our proxy materials on our website at www.schnitzersteel.com/investors. We believe this allows us to provide our shareholders with the information they need while lowering the costs and reducing the environmental impact of delivering printed copies of our proxy materials. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting the materials included in the notice you received by mail, or as listed on our website. Please ensure that your shares are represented by promptly voting and submitting your proxy. Instructions have been provided for each of the alternative voting methods on the next page of this proxy statement. Sincerely, Tamara L. Lundgren President and Chief Executive Officer 2 | Notice of Annual Meeting of Shareholders and 2016 Proxy Statement Notice of Annual Meeting of Shareholders of Schnitzer Steel Industries, Inc. Date: AGENDA: Wednesday, • ELECT three directors January 25, 2017 • APPROVE, by non-binding vote, executive compensation Time: 8:00 a.m. Pacific • RATIFY our independent registered public accounting firm for fiscal 2017 • CONDUCT any other business that properly comes before the meeting or any Place: adjournment or postponement thereof KOIN Center, Conference Center 222 SW Columbia Street, Room 202 Only shareholders of record at the close of business on the Record Date are entitled to Portland, Oregon 97201 receive notice of and to vote at the Annual Meeting or any adjournments thereof. Record Date: December 1, 2016 Please vote your shares We encourage shareholders to vote promptly, asthiswill save the expense of additional Mail Internet Telephone In Person proxy solicitation. Voting can be completed in one of four Return the Follow online Call toll-free Attend the ways: proxy card instructions on number provided annual meeting by mail the proxy card on the proxy card with your ID Even if you plantoattend the meeting, we encourage you to vote by internet, telephone, or mail so your vote will be counted if you later decide not to or cannot attend the meeting. If you attend the Annual Meeting, you may then revoke your proxy and vote in person if you desire. By Order of the Board of Directors Notice Regarding the Availability of Proxy Materials This notice of Annual Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders Peter B. Saba beginning on or about December 15, 2016. This notice includes Secretary instructions on how to access these materials (including our proxy statement and 2016 annual report to shareholders) online. SCHNITZER STEEL INDUSTRIES, INC. 299 SW Clay Street, Suite 350 Portland, Oregon 97201 December 15, 2016 Important information if you plan to attend the Annual Meeting: If you plan to attend the Annual Meeting in person, you must bring the Notice Regarding the Availability of Proxy Materials. If your shares are not registered in your name, you will need a legal proxy and account statement or other documentation confirming your Schnitzer Steel Industries stock holdings from the broker, bank, or other institution that holds your shares. You will also need a valid, government-issued picture identification that matches your Notice Regarding the Availability of Proxy Materials, legal proxy, or other confirming documentation. Notice of Annual Meeting of Shareholders and 2016 Proxy Statement | 3 Contents PROXY MATERIALS PROXY VOTING MATTERS Page Page 5 Proxy Summary 19 Proposal 1 – Election of Directors 13 Proxy Statement 64 Proposal 2 – Advisory Resolution on Executive 13 Questions and Answers about these Proxy Materials Compensation and Voting 66 Proposal 3 – Ratification of Selection of 17 Voting Securities and Principal Shareholders Independent Registered Public Accounting Firm 18 Beneficial Ownership – Section 16(a) Reporting Compliance CEO Letter to Shareholders ................... 1 COMPENSATION DISCUSSION AND ANALYSIS Corporate Governance ...................... 23 Board Committees and Responsibilities ......... 24 Page Director Compensation ...................... 29 31 Overview 31 Shareholder Outreach Compensation Committee Report .............. 54 32 Linkage to Company Performance Compensation of Executive Officers ............ 55 33 Summary of Executive Compensation Program 36 Executive Compensation Process Audit Committee Report ..................... 68 40 Elements of Compensation Shareholder Proposals for 2018 Annual Meeting ............................... 69 4 | Notice of Annual Meeting of Shareholders and 2016 Proxy Statement Proxy Summary In this section, we present an overview of the information that you will find in this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement for more information about these topics prior to voting. For more complete information regarding our fiscal 2016 operating performance, please also review our Annual Report on Form 10-K. Proposal Board Page Recommendation Reference Election of Directors For each nominee 19 Advisory Vote on Executive Compensation For 64 Ratification of Selection of Independent Public Accounting Firm For 66 Corporate Governance Highlights At Schnitzer
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