GREENBRIER COMPANIES INC false 0000923120 0000923120 2025-01-09 2025-01-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 9, 2025

 

 

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Oregon   001-13146   93-0816972

(State of

Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

  One Centerpointe Drive, Suite 200, Lake Oswego, OR   97035
  (Address of principal executive offices)   (Zip Code)

(503) 684-7000

Registrant’s telephone number, including area code

Former name or former address, if changed since last report: N/A

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock without par value   GBX   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

At the 2025 Annual Meeting of Shareholders of the Company held virtually on January 9, 2025 (the “Annual Meeting”), three proposals were voted upon by the Company’s shareholders. A brief discussion of each proposal voted upon at the Annual Meeting and the number of votes cast for, against or withheld, as well as abstentions and broker non-votes, on each proposal are set forth below.

Proposal 1: Election of Directors

A vote was taken at the Annual Meeting for the election of three directors of the Company. Thomas B. Fargo, Antonio O. Garza, and James R. Huffines were elected as Class I Directors to serve a three-year term, until the Annual Meeting of Shareholders in 2028, or until their respective successors are qualified and elected. The aggregate numbers of shares of Common Stock voted in person or by proxy for each nominee were as follows:

 

Nominee    Votes for
Election		      Votes
Withheld		      Broker Non-
Votes		  

Thomas B. Fargo

      25,362,051        725,131        2,817,271  

Antonio O. Garza

      25,881,142        206,040        2,817,271  

James R. Huffines

      25,878,627        208,555        2,817,271  

Proposal 2: Advisory Approval of Executive Compensation

A vote was taken at the Annual Meeting on the proposal to approve as a non-binding advisory resolution the 2024 compensation of the Company’s named executive officers. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the resolution, that abstained from voting, or that were broker non-votes were as follows:

 

Votes for Approval

Votes against

Approval

 Votes Abstained

Broker Non-

Votes

  25,631,915     409,331     45,936     2,817,271  

Proposal 3: Ratification of Appointment of Independent Auditors

A vote was taken at the Annual Meeting on the proposal to ratify the appointment of KPMG LLP as the Company’s independent auditors for the year ending August 31, 2025. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the ratification, or that abstained from voting were as follows:

 

Votes for Approval

Votes against

Approval

 Votes Abstained
28,597,816   295,270     11,367  

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

No.

    Description
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    THE GREENBRIER COMPANIES, INC.
Date: January 13, 2025     By:  

/s/ Christian M. Lucky

      Senior Vice President, Chief Legal and Compliance Officer, Corporate Secretary
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Document and Entity Information
Jan. 09, 2025
Cover [Abstract]  
Entity Registrant Name GREENBRIER COMPANIES INC
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Entity Central Index Key 0000923120
Document Type 8-K
Document Period End Date Jan. 09, 2025
Entity Incorporation State Country Code OR
Entity File Number 001-13146
Entity Tax Identification Number 93-0816972
Entity Address, Address Line One One Centerpointe Drive
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Lake Oswego
Entity Address, State or Province OR
Entity Address, Postal Zip Code 97035
City Area Code (503)
Local Phone Number 684-7000
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Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock without par value
Trading Symbol GBX
Security Exchange Name NYSE
Entity Emerging Growth Company false
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