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
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Emerging growth company
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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) | ||||||