8-K

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 10, 2022

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 7.01  Regulation FD Disclosure

On January 10, 2022, the Company issued the press release attached hereto as Exhibit 99.1 announcing the election of directors at the Annual Meeting.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated January 10, 2022 of The Greenbrier Companies, Inc. announcing the election of directors at the 2022 Annual Shareholders Meeting.
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 10, 2022	By:	/s/ Martin R. Baker
		Martin R. Baker
		Senior Vice President, Chief Compliance Officer and General Counsel

EX-99.1

Exhibit 99.1

News Release

One Centerpointe Drive Suite 200 Lake Oswego, Oregon 97035 503-684-7000 www.gbrx.com

For release: January 10, 2022, 6:00 a.m. EST Contacts: Jack Isselmann, Media Relations Justin Roberts, Investor Relations Phone: 503-684-7000

Greenbrier Announces Board of Directors Election Results

Lake Oswego, Oregon, January 10, 2022 – The Greenbrier Companies, Inc. (NYSE:GBX) announced today the re-election of Admiral Thomas B. Fargo, Ambassador Antonio O. Garza and James R. Huffines to its Board of Directors, bringing Greenbrier’s total number of directors to 10.

Admiral Fargo has served on the Greenbrier board since 2015 and as Lead Director since January 2021. He is also the Chair of Greenbrier’s Compensation Committee. Admiral Fargo provides significant executive leadership, operational and manufacturing expertise to the Board.

Ambassador Garza has served as a Board Member since July 2021. He served as the U.S. Ambassador to Mexico from 2002 to 2009 and provides expertise in the North American rail industry as a Board member of Kansas City Southern.

Mr. Huffines has served as a Board Member since July 2021 and has more than 35 years of experience in the banking and finance sectors. He also brings public company and governmental expertise to the Board.

“Tom, Antonio and James each bring unique experience from a range of sectors to our Board,” said William A. Furman, Greenbrier Chairman and CEO. “Their combined knowledge executing critical business and organizational functions continues to benefit Greenbrier. I am extremely pleased to have these three Directors as Board colleagues during the coming years.”

In addition, two of Greenbrier’s long-term Directors, Duane McDougall and Don Washburn, retired from the Board, effective with the end of their terms in January 2022. Mr. McDougall joined the Board in 2003 and served as Lead Director from 2014 to 2021. Mr. Washburn joined in 2004, bringing executive management and operational expertise to the Board. Over their tenures, Greenbrier has grown from a small new railcar builder with under $750 million of annual revenue to one of the largest global freight railcar builders with multi-billion-dollar annual revenues.

“Over nearly two decades, Duane and Don’s leadership and collaboration has transformed Greenbrier into an international leader in the rail equipment sector,” said Furman. “We have all benefitted from their proven track record of strategic thinking and focus on execution. On behalf of the Board and Greenbrier’s management, I thank both Don and Duane for their innumerable contributions to Greenbrier.”

- More -

Greenbrier Announces Board Election Results… (Cont.) Page 2

About Greenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Through its wholly-owned subsidiaries and joint ventures, Greenbrier designs, builds and markets freight railcars and marine barges in North America, Europe and Brazil. We are a leading provider of freight railcar wheel services, parts, maintenance and retrofitting services in North America through our rail services business unit. Greenbrier manages 443,000 railcars and offers railcar management, regulatory compliance services and leasing services to railroads and other railcars owners in North America. GBX Leasing (GBXL) is a special purpose subsidiary that owns and manages a portfolio of leased railcars that originate primarily from Greenbrier’s manufacturing operations. GBXL and Greenbrier own a lease fleet of 12,900 railcars. Learn more about Greenbrier at www.gbrx.com.

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Document and Entity Information	Jan. 10, 2022
Cover [Abstract]
Entity Registrant Name	GREENBRIER COMPANIES INC
Amendment Flag	false
Entity Central Index Key	0000923120
Document Type	8-K
Document Period End Date	Jan. 10, 2022
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
Written Communications	false
Soliciting Material	false
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