UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
Current Report
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of the Securities Exchange Act of 1934
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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 | ||||||