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 5.07 | Submission of Matters to a Vote of Security Holders |
At the 2023 Annual Meeting of Shareholders of the Company held virtually on January 6, 2023 (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 five directors of the Company. Ms. Tekorius, who was appointed to the Board in March 2022, was elected as a Class III Director. Wanda F. Felton, Graeme A. Jack, David L. Starling and Wendy L. Teramoto were elected as Class II Directors to serve a three-year term, until the Annual Meeting of Shareholders in 2026, or until their respective successors are qualified and elected. Ms. Tekorius is expected to stand for election in January 2024 with the other Class III Directors and will serve a one-year term or until her successor is qualified and elected. 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 |
|||||||||
| Wanda F. Felton |
26,748,129 | 362,892 | 2,371,694 | |||||||||
| Graeme A. Jack |
25,865,805 | 1,245,216 | 2,371,694 | |||||||||
| David L. Starling |
26,611,033 | 499,988 | 2,371,694 | |||||||||
| Lorie L. Tekorius |
26,822,904 | 288,117 | 2,371,694 | |||||||||
| Wendy L. Teramoto |
26,805,082 | 305,939 | 2,371,694 | |||||||||
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 2022 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 | |||
| 21,605,020 |
5,447,466 | 58,535 | 2,371,694 |
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, 2023. 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 | ||
| 29,349,742 |
120,365 | 12,608 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 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, 2023 | By: | /s/ Martin R. Baker | ||||
| Martin R. Baker | ||||||
| Senior Vice President, Chief Legal and Compliance Officer | ||||||