0000923120-19-000017.txt : 20191024
0000923120-19-000017.hdr.sgml : 20191024
20191024214310
ACCESSION NUMBER: 0000923120-19-000017
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20191022
FILED AS OF DATE: 20191024
DATE AS OF CHANGE: 20191024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Manning Anne
CENTRAL INDEX KEY: 0001418205
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13146
FILM NUMBER: 191167357
MAIL ADDRESS:
STREET 1: ONE CENTERPOINTE DRIVE
STREET 2: SUITE 200
CITY: LAKE OSWEGO
STATE: OR
ZIP: 97035
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GREENBRIER COMPANIES INC
CENTRAL INDEX KEY: 0000923120
STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743]
IRS NUMBER: 930816972
STATE OF INCORPORATION: OR
FISCAL YEAR END: 0831
BUSINESS ADDRESS:
STREET 1: ONE CENTERPOINTE DR
STREET 2: STE 200
CITY: LAKE OSWEGO
STATE: OR
ZIP: 97035
BUSINESS PHONE: 5036847000
MAIL ADDRESS:
STREET 1: ONE CENTERPOINTE DR
STREET 2: STE 200
CITY: LAKE OSWEGO
STATE: OR
ZIP: 97035
4
1
edgardoc.xml
PRIMARY DOCUMENT
X0306
4
2019-10-22
0
0000923120
GREENBRIER COMPANIES INC
GBX
0001418205
Manning Anne
C/O THE GREENBRIER COMPANIES, INC.
ONE CENTERPOINTE DRIVE, SUITE 200
LAKE OSWEGO
OR
97035
0
1
0
0
VP, Corporate Controller
Common Stock
2019-10-22
4
M
0
1147
0.0
A
20441
D
Common Stock
2019-10-22
4
F
0
384
30.8
D
20057
D
Common Stock
2019-10-23
4
M
0
667
0.0
A
20724
D
Common Stock
2019-10-23
4
F
0
224
31.79
D
20500
D
Common Stock
2019-10-22
4
M
0
1149
0.0
A
1925
I
by Trust
Restricted Stock Units
2019-10-22
4
M
0
1863
0.0
D
Common Stock
1863
8942
D
Restricted Stock Units
2019-10-23
4
M
0
667
0.0
D
Common Stock
667
8275
D
On March 27, 2017, the Reporting Person was awarded 2,328 performance-based restricted stock units ("RSUs"), including 1,863 RSUs subject to vesting based on the Issuer's achievement of adjusted EBITDA performance objectives and 465 RSUs subject to vesting based on the Issuer's achievement of ROE performance objectives. The Issuer achieved performance between target (goal) and stretch levels against the adjusted EBITDA performance objective and below threshold levels against the ROE performance objectives, resulting in the Reporting Person being entitled to receive the number of shares of the Issuer's common stock equal to 123.2% and 0% of the adjusted EBITDA and ROE RSUs awarded to the Reporting Person, respectively. Accordingly, 2,296 shares of the Issuer's common stock were issued to the Reporting Person as of the determination date, October 22, 2019 and 465 RSUs subject to ROE performance objectives were cancelled.
Common shares otherwise issuable to the Reporting Person upon vesting of RSUs were surrendered to the Issuer to settle the statutory withholding tax obligation incurred upon vesting of the award.
Each RSU represents a contingent right to receive one share of GBX common stock.
Pursuant to the terms of the Restricted Stock Unit Award Agreement dated March 27, 2017, 1,863 RSUs vested and 465 RSUs were cancelled on October 22, 2019.
Pursuant to the terms of the Restricted Stock Unit Award Agreement dated October 23, 2018, 667 RSUs vested on October 23, 2019.
Indirect shares reported on this form are held by Reliance Trust Company as Trustee for Nonqualified Deferred Compensation Plan for Employees.
By: Kim Moore, Attorney-In-Fact For: Anne T. Manning
2019-10-24
EX-24
2
manning2019poa.txt
EDGAR SUPPORTING DOCUMENT
SUBSTITUTE POWER OF ATTORNEY
Under the terms of a power of attorney, dated August 13, 2014 (the "Power of
Attorney") the undersigned, Martin R. Baker and Adrian J. Downes, were
appointed attorney(s)-in-fact for Anne T. Manning (the "Section 16 Reporting
Person"), signing singly, to:
(1) execute for and on behalf of the Section 16 Reporting Person, in such
person's capacity as an officer, director and/or 10% shareholder of The
Greenbrier Companies, Inc. (the "Company"), Forms 3, 4, and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(2) do and perform any and all acts for and on behalf of the Section 16
Reporting Person which may be necessary or desirable to complete and execute
any such Form 3, 4, or 5 and timely file such form with the Securities and
Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the Section 16 Reporting
Person, it being understood that the documents executed by such
attorney-in-fact on behalf of the Section 16 Reporting Person pursuant to this
Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
In accordance with the authority granted under the Power of Attorney,
including the power of substitution, the undersigned hereby appoint Kim Moore
as a substitute attorney-in-fact for both Robert Shank and Feng C. Grove, on
behalf of the Section 16 Reporting Person, with the power to act without any
other and with full power of substitution, to exercise and execute all of the
powers granted or conferred in the original Power of Attorney to Robert Shank
and Feng C. Grove. For avoidance of doubt, the powers originally conveyed to
Robert Shank and Feng C. Grove pursuant to the Power of Attorney are hereby
revoked.
Date: September 9, 2019
By: /s/ Martin R. Baker
Martin R. Baker, Attorney-in-Fact
By: /s/ Adrian J. Downes
Adrian J. Downes, Attorney-in-Fact