8-K

THE GREENBRIER COMPANIES, INC.

Date: January 10, 2023

/s/ Martin R. Baker

Martin R. Baker

Senior Vice President, Chief Legal and Compliance Officer

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 6, 2023

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 2023 Annual Meeting of Shareholders of the Company held virtually on January 6, 2023 (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 five directors of the Company. Ms. Tekorius, who was appointed to the Board in March 2022, was elected as a Class III Director. Wanda F. Felton, Graeme A. Jack, David L. Starling and Wendy L. Teramoto were elected as Class II Directors to serve a three-year term, until the Annual Meeting of Shareholders in 2026, or until their respective successors are qualified and elected. Ms. Tekorius is expected to stand for election in January 2024 with the other Class III Directors and will serve a one-year term or until her successor is 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
Wanda F. Felton		26,748,129		362,892		2,371,694
Graeme A. Jack		25,865,805		1,245,216		2,371,694
David L. Starling		26,611,033		499,988		2,371,694
Lorie L. Tekorius		26,822,904		288,117		2,371,694
Wendy L. Teramoto		26,805,082		305,939		2,371,694

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 2022 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

21,605,020

5,447,466

58,535

2,371,694

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, 2023. 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

29,349,742

120,365

12,608

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.

Greenbrier Companies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits