8-K
GREENBRIER COMPANIES INC false 0000923120 0000923120 2023-06-27 2023-06-27

 

 

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) June 27, 2023

 

 

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 June 27, 2023, the Board of Directors of the Company increased the size of the Board from ten to eleven members and elected Patrick J. Ottensmeyer to serve on its Board beginning on June 29, 2023. Mr. Ottensmeyer has not yet been appointed to serve as a member of any Board committee.

Mr. Ottensmeyer will participate in the Company’s compensation program for directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 14, 2022.

Item 7.01 Regulation FD Disclosure

On June 28, 2023, The Greenbrier Companies, Inc. issued the press release attached hereto as Exhibit 99.1 announcing the election of Mr. Ottensmeyer to the Greenbrier Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release dated June 28, 2023 of The Greenbrier Companies, Inc. announcing Patrick J. Ottensmeyer’s election to the Greenbrier Board of 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: June 28, 2023     By:  

/s/ Adrian J. Downes

      Adrian J. Downes
      Senior Vice President, Chief Financial Officer