0000923120-19-000019.txt : 20191024 0000923120-19-000019.hdr.sgml : 20191024 20191024214333 ACCESSION NUMBER: 0000923120-19-000019 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191022 FILED AS OF DATE: 20191024 DATE AS OF CHANGE: 20191024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tekorius Lorie CENTRAL INDEX KEY: 0001418143 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 191167359 MAIL ADDRESS: STREET 1: ONE CENTERPOINTE DRIVE STREET 2: SUITE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 FORMER NAME: FORMER CONFORMED NAME: Leeson Lorie DATE OF NAME CHANGE: 20071109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIER COMPANIES INC CENTRAL INDEX KEY: 0000923120 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 930816972 STATE OF INCORPORATION: OR FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 5036847000 MAIL ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2019-10-22 0 0000923120 GREENBRIER COMPANIES INC GBX 0001418143 Tekorius Lorie C/O THE GREENBRIER COMPANIES, INC. ONE CENTERPOINTE DRIVE, SUITE 200 LAKE OSWEGO OR 97035 0 1 0 0 President and COO Common Stock 2019-10-22 4 M 0 8335 0.0 A 58803.889 D Common Stock 2019-10-22 4 F 0 2789 30.8 D 56014.889 D Common Stock 2019-10-23 4 M 0 3000 0.0 A 59014.889 D Common Stock 2019-10-23 4 F 0 1004 31.79 D 58010.889 D Restricted Stock Units 2019-10-22 4 M 0 6765 0.0 D Common Stock 6765 39568 D Restricted Stock Units 2019-10-23 4 M 0 3000 0.0 D Common Stock 3000 36568 D On March 27, 2017, the Reporting Person was awarded 8,456 performance-based restricted stock units ("RSUs"), including 6,765 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 1,691 RSUs subject to vesting based on the Issuer's achievement of ROE performance objectives. The Issuer achieved performance between target (goal) and stretch levels against the adjusted EBITDA performance objective and below threshold levels against the ROE performance objectives, resulting in the Reporting Person being entitled to receive the number of shares of the Issuer's common stock equal to 123.2% and 0% of the adjusted EBITDA and ROE RSUs awarded to the Reporting Person, respectively. Accordingly, 8,335 shares of the Issuer's common stock were issued to the Reporting Person as of the determination date, October 22, 2019 and 1,691 RSUs subject to ROE performance objectives were cancelled. Amount of securities beneficially owned following reported transaction(s) includes 515.467 shares acquired through participation in the Greenbrier Companies Employee Stock Purchase Plan and 96.342 shares acquired through dividend re-investments. These shares were acquired on various dates and reflect acquisitions through October 2019. Common shares otherwise issuable to the Reporting Person upon vesting of RSUs were surrendered to the Issuer to settle the statutory withholding tax obligation incurred upon vesting of the award. Each RSU represents a contingent right to receive one share of GBX common stock. Pursuant to the terms of the Restricted Stock Unit Award Agreement dated March 27, 2017, 6,765 RSUs vested and 1,691 RSUs were cancelled on October 22, 2019. Pursuant to the terms of the Restricted Stock Unit Award Agreement dated October 23, 2018, 3,000 RSUs vested on October 23, 2019. By: Kim Moore, Attorney-In-Fact For: Lorie L. Tekorius 2019-10-24 EX-24 2 tekorius2019poa.txt EDGAR SUPPORTING DOCUMENT SUBSTITUTE POWER OF ATTORNEY Under the terms of a power of attorney, dated August 14, 2014 (the "Power of Attorney") the undersigned, Martin R. Baker and Adrian J. Downes, were appointed attorney(s)-in-fact for Lorie L. Tekorius (the "Section 16 Reporting Person"), signing singly, to: (1) execute for and on behalf of the Section 16 Reporting Person, in such person's capacity as an officer, director and/or 10% shareholder of The Greenbrier Companies, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the Section 16 Reporting Person which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the Section 16 Reporting Person, it being understood that the documents executed by such attorney-in-fact on behalf of the Section 16 Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. In accordance with the authority granted under the Power of Attorney, including the power of substitution, the undersigned hereby appoint Kim Moore as a substitute attorney-in-fact for both Robert Shank and Feng C. Grove, on behalf of the Section 16 Reporting Person, with the power to act without any other and with full power of substitution, to exercise and execute all of the powers granted or conferred in the original Power of Attorney to Robert Shank and Feng C. Grove. For avoidance of doubt, the powers originally conveyed to Robert Shank and Feng C. Grove pursuant to the Power of Attorney are hereby revoked. Date: September 9, 2019 By: /s/ Martin R. Baker Martin R. Baker, Attorney-in-Fact By: /s/ Adrian J. Downes Adrian J. Downes, Attorney-in-Fact