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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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 19, 2025, the board of directors (the “Board”) of The Greenbrier Companies, Inc. (the “Company”) increased the size of the Board from eight to ten members and appointed Stevan Bobb and Jeffrey Songer to the newly created board seats, to serve on the Board beginning on June 19, 2025, as a Class III and Class I director, respectively. Messrs. Bobb and Songer will stand for election at the Company’s next annual meeting of shareholders in 2026 in accordance with the Company’s bylaws. Messrs. Bobb and Songer have not yet been appointed to serve as members of any Board committee.
Messrs. Bobb and Songer will participate in the Company’s compensation program for non-employee directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2024.
There are no other arrangements or understandings between each of Messrs. Bobb and Songer and any other person pursuant to which Messrs. Bobb and Songer, each respectively, were selected as members of the Board. In addition, there are no transactions in which either Messrs. Bobb and Songer have an interest that are required to be disclosed under Item 404(a) of SEC Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On June 23, 2025, the Company issued a press release announcing the election of Messrs. Bobb and Songer to the Company’s Board. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release of The Greenbrier Companies, Inc., dated June 23, 2025. | |
| 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: June 23, 2025 | By: | /s/ Christian M. Lucky | ||||
| Senior Vice President, Chief Legal and Compliance Officer | ||||||