| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 7, 2026, The Greenbrier Companies, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the results of which are set forth in Item 5.07 below, the Company’s shareholders approved the 2021 Stock Incentive Plan, As Amended (the “Amended Plan”). Employees, officers and directors of, and certain consultants to, the Company and certain of its affiliates are eligible to receive awards under the Amended Plan. Under the Amended Plan, the plan administrator may grant options, stock appreciation rights, stock awards, restricted stock, restricted stock units, stock units, performance units, performance-vesting awards denominated in cash or property other than shares, cash-based awards and other incentives payable in cash or in shares as may be designated by the plan administrator. Among other things, the Amended Plan adds 1,000,000 shares to the pool of shares available for issuance under the Company’s 2021 Stock Incentive Plan. A description of the principal features of the Amended Plan can be found under Proposal 3 in our Definitive Proxy Statement for the Annual Meeting, as filed with the U.S. Securities and Exchange Commission on November 17, 2025 (the “Definitive Proxy Statement”), which description is incorporated herein by reference. The foregoing description of the Amended Plan is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Amended Plan, which was attached as Appendix A to the Definitive Proxy Statement and is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, five 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. Wanda F. Felton, Graeme A. Jack, and Wendy L. Teramoto were elected as Class II directors to serve a three-year term until the Annual Meeting of Shareholders in 2029. Stevan B. Bobb and Jeffrey M. Songer, who were each appointed to the Company’s Board of Directors in June 2025, were elected as a Class III director and Class I director, respectively, to serve until the Annual Meeting of Shareholders in 2027 and 2028, respectively. In each case, the directors shall serve until their respective successors are qualified and elected. The aggregate numbers of shares of common stock voted in person or by proxy for each nominee were as follows:
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| Nominee |
|
Votes for
Election |
|
|
Votes
Withheld |
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|
Broker Non-
Votes |
|
| Stevan B. Bobb |
|
|
23,782,051 |
|
|
|
208,669 |
|
|
|
2,061,351 |
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| Wanda F. Felton |
|
|
23,408,024 |
|
|
|
582,696 |
|
|
|
2,061,351 |
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| Graeme A. Jack |
|
|
23,014,801 |
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|
|
975,919 |
|
|
|
2,061,351 |
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| Jeffrey M. Songer |
|
|
23,926,746 |
|
|
|
63,974 |
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|
|
2,061,351 |
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| Wendy L. Teramoto |
|
|
23,775,513 |
|
|
|
215,207 |
|
|
|
2,061,351 |
|
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 2025 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:
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| Votes for Approval |
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Votes against Approval |
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Votes Abstained |
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Broker Non- Votes |
| 21,951,594 |
|
1,891,286 |
|
147,840 |
|
2,061,351 |
