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) March 28, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 28, 2022, the Board of Directors of The Greenbrier Companies, Inc. (the “Company”) elected Lorie L. Tekorius to its Board, effective immediately. As previously announced, effective as of March 1, 2022 Ms. Tekorius became the Company’s President and Chief Executive Officer, and William A. Furman transitioned to the office of Executive Chairman and continues to serve as the principal executive officer of the Company. Members of the Board who are employees of the Company are not separately compensated for serving on the Board.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 28, 2022, the Board of Directors approved an amendment to the Company’s Bylaws to increase the number of directors from ten to eleven effective immediately prior to its election of Ms. Tekorius to the Board.

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 7.01 Regulation FD Disclosure

On March 30, 2022, The Greenbrier Companies, Inc. issued the press release attached hereto as Exhibit 99.1 announcing the appointment of Ms. Tekorius to the Greenbrier Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1	Amendment to the Bylaws of The Greenbrier Companies, Inc. dated March 28, 2022.
99.1	Press Release dated March 30, 2022 of The Greenbrier Companies, Inc. announcing Lorie L. Tekorius appointment to the Greenbrier Board of the Directors
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 hereunto duly authorized.

	THE GREENBRIER COMPANIES, INC.
Date:    March 30, 2022	By:	/s/ Adrian J. Downes
		Adrian J. Downes
		Senior Vice President, Chief Financial
		Officer and Chief Accounting Officer
		(Principal Financial Officer and Principal Accounting Officer)

EX-3.1

Exhibit 3.1

to Current Report on Form 8-K

of The Greenbrier Companies, Inc.

Filed with the Securities and Exchange Commission

On March 28, 2022

The first sentence of Article III, Section 1 of the Bylaws shall be amended effective as of March 28, 2022 by replacing the word “ten” with the word “eleven” 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 eleven.”

EX-99.1

Exhibit 99.1

One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000	www.gbrx.com
For release: March 30, 2022, 6:00 a.m. EDT	Contact: Jack Isselmann, Media Relations
	Justin Roberts, Investor Relations
	Ph: 503-684-7000

Lorie Tekorius Joins Greenbrier’s Board of Directors

Tekorius elected as Director following earlier appointment to CEO

Increases Board of Directors to 11 members

Lake Oswego, Oregon – March 30, 2022 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier” or “Company”) announced today that President and CEO, Lorie Tekorius, has been elected to its Board of Directors. Following her promotion to CEO on March 1, the election of Tekorius increases Greenbrier’s Board from 10 to 11 members. She is expected to be nominated for a three-year term to the Board for election at Greenbrier’s Annual Meeting of Shareholders in January 2023.

In addition to Greenbrier, Tekorius has served as an independent director on the Board of Directors of Alamo Group Inc. (NYSE: ALG) since 2019.

“Lorie is well-qualified to join the Board. She possesses a deep understanding of the Company and a steady commitment to its shareholders. Through her work with Alamo Group, Lorie brings direct public company board experience to this position. I thank Lorie for her longstanding commitment to Greenbrier, and I join the rest of our Directors in welcoming her to the Board,” said William A. Furman, Executive Chair.

“I am pleased to welcome Lorie to the Greenbrier Board. Throughout her career, she has created substantial value for the Company. The Board expects her contributions will further benefit Greenbrier and our shareholders as we continue to grow our operations, drive profitability and enhance shareholder value,” said Lead Director Admiral Thomas B. Fargo (USN Retired).

“It’s an honor to join Greenbrier’s Board of Directors and support the Company in this new capacity,” said Tekorius. “Alongside my Board colleagues, I look forward to collectively creating positive results for Greenbrier’s shareholders, customers, employees and all stakeholders.”

As announced in July 2020, Furman will serve as Executive Chairman through Greenbrier’s 2022 fiscal year. Furman’s current Board term continues until January 2024. Effective September 2022, the Board of Directors will appoint a Chair from among its nine independent directors.    

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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Lorie Tekorius Joins Greenbrier Board... (cont.) Page 2

SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Greenbrier uses words such as “creating” and similar expressions to identify forward-looking statements. These forward-looking statements relate to a variety of matters, including, creation of positive results. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the following: We are unable to predict when, how, or with what magnitude COVID-19, variants thereof, governmental reaction thereto, and related economic disruptions (including, among other factors, supply disruptions, inflation, and increases in interest rates) will negatively impact our business. General inflation (including rising energy prices, interest rates and wages and other escalators), currency volatility and policy interventions in reaction to such events could have negative impacts on our business by increasing our operating and borrowing costs as well as decreasing the capital available for our customers to purchase our goods and services, among other factors. Our business may be negatively impacted as a result of armed conflict in Ukraine and related events. The risks to our business that may emerge include, among others, transportation disruptions in Europe, heightened inflation, cyber disruptions or attacks, higher manufacturing and borrowing costs, disruptions in supply chains and availability of raw materials, interruptions in manufacturing operations and disruptions in credit markets. More information on potential factors that could cause our results to differ from our forward-looking statements are included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic report on Form 10-K and subsequent reports on 10-Q. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.

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XML

Document and Entity Information	Mar. 28, 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	Mar. 28, 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