UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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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:
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 6, 2022, the Board of Directors of The Greenbrier Companies, Inc. (the “Company”) approved an amendment to the Company’s Bylaws to decrease the maximum number of directors from twelve to ten effective on January 7, 2022, immediately following the end of the current term of the directors whose terms ended on that date.
A copy of the Amendment to the Bylaws of The Greenbrier Companies, Inc. is attached as Exhibit 3.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2022 Annual Meeting of Shareholders of the Company held virtually on January 7, 2022 (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 to hold office for a three-year term, until the Annual Meeting of Shareholders to be held in 2025, or until their successors are elected and qualified. 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 |
25,988,026 | 1,197,065 | 2,408,396 | |||
| Antonio O. Garza |
25,521,298 | 1,663,793 | 2,408,396 | |||
| James Huffines |
26,904,162 | 280,929 | 2,408,396 |
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 2021 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 | |||
| 23,963,593 | 3,114,702 | 106,796 | 2,408,396 |
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, 2022. 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 | ||
| 29,408,959 | 162,999 | 21,529 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Amendment to the Bylaws of The Greenbrier Companies, Inc. dated January 7, 2022. | |
| 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 | ||||||||
Exhibit 3.1
to Current Report on Form 8-K
of The Greenbrier Companies, Inc.
Filed with the Securities and Exchange Commission
On January 10, 2022
The first sentence of Article III, Section 1 of the Bylaws shall be amended effective at the conclusion of the current term of the Class I Directors on January 7, 2022 by replacing the word “twelve” with the word “ten” such that the first sentence reads in its entirety as follows:
“The number of Directors which shall constitute the whole of the Board of Directors shall be fixed at no less than three and no more than ten.”
Document and Entity Information |
Jan. 06, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | GREENBRIER COMPANIES INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000923120 |
| Current Fiscal Year End Date | --08-31 |
| Document Type | 8-K |
| Document Period End Date | Jan. 06, 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 |