8-K

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) January 6, 2012

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-13146

Oregon	93-0816972
(State of Incorporation)	(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))

Item 5.05 Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On January 6, 2012, the Board of Directors of The Greenbrier Companies, Inc. (the “Company”) adopted amendments to its Code of Business Conduct and Ethics (“Code of Ethics”). The Code of Ethics was amended to clarify ethics obligations related to disclosure in reports and documents that the Company files with the Securities and Exchange Commission and in other public communications. The amendments to the Code of Ethics also address loans by the Company to, or guarantees by the Company of the obligations of, employees and their family members and expressly prohibit such loans to or guarantees on behalf of the Company’s directors and executive officers. The amendments also address possible legal restrictions on the use of anonymous reporting hotlines in some countries where the Company operates. The Board of Directors also approved technical amendments to the Code of Ethics.

A copy of the amended Code of Ethics is attached hereto as Exhibit 14.1 and will be posted in the Investor Relations section of the Company’s website, www.gbrx.com, under Corporate Governance as soon as practicable.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of the Company held on January 6, 2012, four 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, withheld, abstentions and broker non-votes to each proposal are set forth below.

A vote was taken at the Annual Meeting for the election of three directors of the Company to hold office until the Annual Meeting of Shareholders to be held in 2015, or until their successors are elected and qualified. 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		Votes Abstained		Broker Non-Votes
William A. Furman		21,450,480		1,017,588		—		2,384,815
C. Bruce Ward		18,506,288		3,961,780		—		2,384,815
Charles J. Swindells		21,414,962		1,053,105		—		2,384,815

A vote was taken at the Annual Meeting to approve a non-binding advisory resolution regarding the compensation of the Company’s named executive officers. The aggregate number of shares of Common Stock in person or by proxy which voted for, voted against, abstained and broker non-votes from the vote were as follows:

Votes for Approval	Votes against Approval	Votes Abstained	Broker Non-Votes
11,716,899	10,383,427	367,741	2,384,815

2

A vote was taken at the Annual Meeting to determine, on a non-binding advisory basis, whether the advisory vote on the compensation of the Company’s named executive officers should be held every one, two or three years. The aggregate number of shares of Common Stock in person or by proxy which voted for one year, two years, three years, abstained and broker non-votes from the vote were as follows:

1 Year	2 Years	3 Years	Votes Abstained	Broker Non-Votes
21,436,590	235,750	475,158	320,570	2,384,815

Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold a nonbinding advisory vote on the compensation of the Company’s named executive officers every year until the next required non-binding advisory vote on the frequency of such votes, which will occur no later than the Company’s Annual Meeting in 2018.

A vote was taken at the Annual Meeting on the proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended August 31, 2012. The aggregate number of shares of Common Stock in person or by proxy which voted for, voted against, abstained and broker non-votes from the vote were as follows:

Votes for Approval	Votes against Approval	Votes Abstained	Broker Non-Votes
24,771,243	42,052	39,588	—

Item 8.01 Other Events.

On January 6, 2012, the Board of Directors adopted and approved, based on the recommendation of each of the Compensation and Nominating and Corporate Governance Committees, amendments to the Compensation Committee Charter and the Nominating and Corporate Governance Committee Charter.

The amended Compensation Committee Charter and Nominating and Corporate Governance Committee Charter are attached hereto as Exhibits 99.1 and 99.2 respectively, and will each be posted in the Investor Relations section of the Company’s website, www.gbrx.com, under Corporate Governance as soon as practicable.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

14.1	Code of Business Conduct and Ethics
99.1	Compensation Committee Charter
99.2	Nominating and Corporate Governance Committee Charter

3

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 11, 2012	By:	/s/ Mark J. Rittenbaum
		Mark J. Rittenbaum
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

4

EX-14.1

Exhibit 14.1

CODE OF BUSINESS CONDUCT AND ETHICS

The Greenbrier Companies, Inc. (“Greenbrier” or the “Company”) intends to observe the highest ethical standards in all its business dealings. Ethical conduct is the basis of our relationships with customers, suppliers, regulators and governmental agencies, and with one another. A sound ethical foundation helps to build a work environment which fosters self-respect, loyalty and dedication, and is free from discrimination.

Each Greenbrier officer, director, employee and consultant is expected to assist the Company in achieving a high ethical standard. We will endeavor to play an important citizenship role in the communities in which we operate.

Greenbrier will conduct its relations with customers, suppliers, employees, stockholders and the press with honesty and integrity. In dealings with the public, we will be responsive and responsible, and open and timely in our communications.

We prosper when we serve our customers well. Each organization and individual we do business with is entitled to expect a quality performance. Products and services offered by the Company will be of the highest quality and as represented. Advertising and promotion will be truthful, not exaggerated or misleading.

Greenbrier will honor its agreements. No bribes, bonuses, kickbacks, lavish entertainment, or gifts will be given or received in exchange for special position, price or privilege.

Employees will maintain the confidentiality of sensitive or proprietary information and will not use such information for their personal benefit. Property of the Company will be respected.

Laws and regulations affecting the Company will be obeyed. Illegal behavior will not be condoned or tolerated. Compliance with the law means not only observing laws, but conducting our business so that we will deserve and receive recognition as a law-abiding organization. We strive to avoid even the appearance of impropriety or unethical behavior.

None of us should assume that Greenbrier’s interest ever requires conduct which is not in compliance with the law. No one at Greenbrier has authority to give any order or direction that would result in a violation of this Code.

Honesty in Dealings with Customers, Suppliers and Each Other

The cornerstone of Greenbrier’s business conduct is honesty in all our dealings—honesty with our customers and suppliers, honesty with competitors and government agencies and honesty with each other within Greenbrier.

Marketing. Greenbrier products and services will be marketed on their merits. Use of deceptive or misleading statements, or attempts to induce individuals to place their personal interests above those of the organizations which they represent, is a violation of our policy.

We will not promise more than we believe we can deliver. We will always seek a result in the long term interest of our customers and the Company. In discussing our competition, we will emphasize our own strengths and will not disparage the business of competitors.

Accurate Records and Reports. Greenbrier and its subsidiaries are required to keep accurate books, records and accounts to fairly reflect the Company’s transactions and to maintain an effective system of internal accounting controls. Each employee is responsible to ensure that the Company’s books and records are complete, accurate and supported by appropriate documents in auditable form. Each employee shall provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company. No false or misleading entries and no undisclosed or unrecorded funds or assets will be permitted for any reason. No payment will be made for purposes other than those described in the documents supporting the payment. Company funds may not be deposited in any personal or non-corporate account. Expense account and reimbursement records, invoices and (where applicable) time cards and records should be accurate and timely and honestly reflect actual transactions.

Avoiding Conflicts of Interest

The term “conflict of interest” describes any circumstance that casts doubt on one’s ability to act with objectivity in Greenbrier’s interests. In identifying conflicts of interest perceptions can be as important as facts. Potential conflicts of interest which can result in a negative perception of our representatives or Greenbrier should be avoided whenever possible.

Remember, a conflict of interest can arise unexpectedly or accidentally, without any action or improper motive on your part. Each situation is different, and in evaluating yours, you will need to use good judgment. Under no circumstances should you advance your own interests or activities outside the Company at the expense of Greenbrier’s interest.

Conflicts of interest arise in many circumstances. The principles set forth in this Code are intended to aid us all in using good judgment when such circumstances arise. However, some situations are not black and white and may well involve legitimate business activity. In such cases, the following policies reflect Greenbrier’s attempt to balance competing interests and establish objective standards of behavior to assist in recognizing and avoiding conflicts of interest:

• Neither we nor any members of our families should have a material financial interest in a supplier, competitor, customer, distributor or any other organization which transacts business with Greenbrier unless the interest is disclosed to the Greenbrier Board of Directors. In addition, any financial interest would be improper if the combination of one’s job responsibility, the magnitude of one’s investment, and the particular business in which one has invested is such that it is likely to be perceived by other people (rightly or wrongly) as influencing one’s actions as an employee of Greenbrier. Minority investments in publicly held companies are not precluded by this policy.

• Unless an exception is established by Greenbrier, we should not represent a supplier to any Greenbrier company, be part of a supplier’s operating management, or be a supplier to a Greenbrier company in one’s own right.

• Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, directors and executive officers are expressly prohibited.

• Because they arise so frequently, gifts, business courtesies and entertainment are treated separately in this Code. These areas are among the most common potential conflicts of interest which many of us encounter in our work.

Any conflict of interest or potential conflict of interest should be reported to your supervisor.

Gifts, Business Courtesies and Entertaining

Gifts between employees of different businesses range from widely distributed advertising novelties (which may be given and received), to bribes (which, of course, may not be given or received). Greenbrier representatives may pay for and accept customary business amenities such as meals, provided the expenses involved are kept at a reasonable level. In countries where local custom calls for giving gifts on special occasions to customers and others, gifts that are lawful, appropriate in nature and nominal in value may be given or exchanged.

In the case of gifts, services and entertainment, there is a point of unacceptability. It is often difficult to determine where that point is. One way to approach this question is to recognize that the purpose of both gifts and entertainment in business is to create goodwill. It is inappropriate if the purpose of giving gifts or providing entertainment is to unduly influence the recipient or to secure preferential treatment. Another approach is to consider whether the public disclosure would be embarrassing to you or to Greenbrier.

We should not give money or any gift to an executive, official or employee of any supplier, customer, government agency or other organization if it could be construed as improperly influencing the business relationship with Greenbrier. When dealing with government officials and employees, what is acceptable in the business world may not be permitted. In fact, such dealings may be unlawful. Greenbrier representatives should not make or offer any gift, loan, favor or service which could be viewed as an attempt to influence or bias the independent judgment of any government employee or official.

Neither Greenbrier employees nor their families may accept money, non-customary gifts, or services of value, from any supplier as a result of the supplier’s business interests with the Company. If we, or any family member, are offered money or a substantial gift, or if one arrives at our home or office, a supervisor should be informed. Appropriate arrangements will be made to return or dispose of the gift. We may accept a gift from a customer if it is of nominal value and is of a kind customarily offered to others having a similar relationship with the customer.

Promotional premiums and discounts (including frequent flyer awards) offered by transportation companies, hotels, auto rental agencies and restaurants may be accepted when they are offered to travelers generally, unless Greenbrier has specified to the contrary. However, employees should not make travel arrangements which result in higher costs to Greenbrier than other available arrangements in order to receive travel awards. Since the nature of these offerings changes regularly, it is wise to consult with your supervisor if you have doubts.

Corporate Opportunities

No employee, officer or director of Greenbrier can take for himself or herself personally opportunities that were discovered through the use of Greenbrier’s property, information or the person’s position with Greenbrier. Employees, officers and directors cannot compete with the Company or use its property, information or position with the Company for personal gain. Greenbrier’s legitimate interests must be considered when the opportunity to do so arises.

Greenbrier Property, Facilities and Confidential Information

Greenbrier has a wide variety of assets. These assets range from physical assets, such as tools and equipment, to intangible properties like trade secrets, designs and inventions. Our time during work hours is also a valuable Company asset. Greenbrier needs all of these properties to conduct its business for the benefit of its stockholders and employees. Protecting these assets against loss, theft, and misuse is essential.

Every Greenbrier employee is responsible for protecting property entrusted to him or her and for helping to protect the Company’s assets in general. Greenbrier assets, equipment and supplies must be used only for conducting Company business or for other purposes authorized by management and should not be used for personal gain or other unauthorized purposes.

Information systems, electronic and other communications facilities and databases are used extensively in Greenbrier’s business. These facilities, including electronic mail, must be used only for authorized Company purposes and in compliance with all Company policies. Each computer software installation must be accomplished with legally obtained software and comply fully with applicable licensing agreements. Appropriate documentation supporting the legality of each software installation should be maintained.

Confidential Information. Greenbrier’s confidential and proprietary information includes (among other items) business, financial and marketing plans, personnel information, inventions, research, and confidential information entrusted to the Company by vendors, customers and others. Confidential information must be used only by authorized persons and only in accordance with Greenbrier policies and procedures.

Inadvertent disclosure of confidential information, even by loyal employees, can harm the Company’s business. Information about products, prices, earnings, business volumes or capital requirements which has not previously been made public by Greenbrier is not to be discussed with anyone outside the Company. Discussions with people outside the Company about confidential performance data, potential acquisitions, plans, dispositions and marketing strategies, as well as other confidential information, should be conducted only by authorized officers and employees and should be limited to business transactions requiring disclosure of such information.

Questions from outsiders as to confidential subjects should be referred to the appropriate person at Greenbrier. Questions from securities analysts or investors, for example, should be referred to Greenbrier’s investor relations staff. Direct news media inquiries should be referred to the communications director, unless the employee has been authorized by Greenbrier to comment about the Company or its business.

Use of non-public Company information that could affect Greenbrier’s stock price is strictly prohibited both by the Company and by federal and state law. We must all take care to handle such information responsibly. Naturally, “insider trading” of Greenbrier stock is prohibited. Similarly prohibited is trading in the stock of any other company such as a potential acquisition target or any other company about which we obtain material non-public information through Greenbrier. Greenbrier has adopted a specific policy dealing with insider information and securities trading. Questions concerning these matters should be addressed to your supervisor or our investor relations staff.

International Transactions

Even though the laws and business practices of foreign nations may differ from those in effect in the United States, the applicability of both foreign and U.S. laws to the Company’s operations will be strictly observed.

As Greenbrier expands its international presence, it is essential that we pay particular attention to rules applicable to international activities of American companies. The United States Foreign Corrupt Practices Act (“FCPA”) governs activities of American companies dealing abroad. In general, the FCPA prohibits offering anything of value to foreign officials for the purpose of improperly influencing an official decision. It also prohibits unlawful political contributions to obtain or retain business. And FCPA prohibits the use of false records or accounts in the conduct of foreign business. It is important to remember that FCPA prohibits such activities even though they may be employed by our competitors or be commonplace in the countries in which we have dealings. Violation of the FCPA can result in criminal prosecution and in civil suits and penalties. In some cases, individuals may be barred from serving as an officer or director of a public company. Greenbrier officers and employees engaged in international business must be aware of the FCPA and help to ensure compliance in all Greenbrier activities.

Officers and employees who have questions concerning the legality of international activities should contact the office of our General Counsel.

Community Service and Political Activity

Participation is Encouraged. Greenbrier encourages its employees to be active participants in the community. Employees of Greenbrier participate in a wide variety of civic, charitable and political activities.

Public and Governmental Relations. Greenbrier employs governmental relations and public policy personnel who are assigned the responsibility of fulfilling the Company’s corporate public affairs responsibility, communicating with public bodies and officials concerning the Company’s position on public policy questions, and maintaining the goodwill and understanding of public officials. Communications of Greenbrier’s position to public officials or bodies by Greenbrier personnel must be coordinated with our designated governmental relations and public policy personnel.

Political Contributions. Corporate contributions, direct or indirect, and of whatever amount or type, to any political candidate or party, or to any other organization that might use the contributions for a political candidate or party are illegal for all federal elections and for state and local elections in some states. No permissible corporate contributions may be made for political purposes without review by an authorized officer of Greenbrier. Greenbrier will not reimburse employees for any personal contributions made in support of a political party, candidate or committee, nor will it compensate employees for time devoted to political activity.

The prohibition on corporate political contributions applies to both direct and indirect support of candidates or political parties. For example, Greenbrier is normally prohibited from purchasing tickets for special dinners or other fund raising events, loaning employees to political parties or committees, or furnishing transportation or duplicating facilities or services. Any Company political activity must be strictly limited, with the prior approval of the Chief Executive Officer to matters which are clearly lawful and closely related to the interests of the Company, its employees and stockholders.

The Company may periodically solicit contributions to political action committees, or recommend support of particular candidates. However, employees are not required to make personal political contributions on the Company’s behalf or to engage in political activities inconsistent with personal inclinations as a condition of employment or advancement.

Political Beliefs and Activities. Each employee’s political beliefs and activities are a matter of personal conscience, provided they are conducted in such a way as not to bring discredit to Greenbrier. Employees should conduct themselves so as to make clear that any political views they may express are their own and not those of Greenbrier.

Greenbrier may from time to time provide factual information to its employees and stockholders concerning the impact on the Company of specific issues, legislation, and other governmental, political and public matters.

Holding Public Office. Employees may hold public office if the effective performance of the employee in his or her job with Greenbrier is not affected. A leave-of-absence to hold public office may be granted if approved by the Chief Executive Officer.

Antitrust Laws and Policies

Greenbrier operates in a highly competitive environment. We intend to compete aggressively and fairly. Greenbrier will adhere to both the letter and the spirit of the United States antitrust laws. As Greenbrier expands its activities internationally, we must be sure that we also comply with laws governing competition in our host countries.

In contacts with our competitors, we do not discuss pricing policy or other matters which might violate the antitrust laws. Discretion should be used in discussing matters such as contract terms and conditions, costs, inventories, market surveys or studies or production schedules. These matters are typically confidential to the Company. Disclosure may also conflict with antitrust laws. Collaboration or discussion with competitors on these subjects may be illegal.

Whenever practical, vendors and contractors should be selected on the basis of competitive bidding.

Discrimination and Harassment

Greenbrier is firmly committed to the principles of equality of opportunity as it relates to employment and human resources. Greenbrier will offer employment, training, compensation and advancement on the basis of qualification and merit, regardless of race, religion, sex, sexual orientation, national origin, age or veteran status. Greenbrier will extend the same considerations to qualified disabled persons, consistent with the individual’s abilities to perform job duties safely and efficiently.

Business relationships with competitors, suppliers and customers of Greenbrier must be conducted in such a manner as to avoid discrimination based on race, religion, sex, sexual orientation, national origin, age, veteran status or disability. Harassment of any nature (i.e., harassment in regard to race, color, religion, national origin, disability, sexual orientation, or sex) is specifically prohibited by a separate policy on harassment.

Adherence to this policy of non-discrimination is the responsibility of Greenbrier and all of its employees and may require special affirmative action by all levels of executive, managerial and supervisory personnel.

Safety and the Environment

Safe operation of all Greenbrier activities is a must. We all have a responsibility to ensure that operations of the Company are conducted safely. Employees are expected to observe established safety rules and practices and to follow instructions regarding safe and efficient performance of their work. Employees are encouraged to bring to the attention of supervisors or management any unsafe work practice, activity or condition.

Greenbrier is committed to operating its facilities in an environmentally sensitive and responsible manner. Detailed policies dealing with environmental practices have been adopted and will be continuously followed and enforced.

Substance Abuse

Greenbrier’s policy on substance abuse has been established to help maintain a safe and productive work environment.

Use of alcoholic beverages during business hours, including lunches and break periods is discouraged. Possession or use of alcoholic beverages on Greenbrier premises, except for authorized functions, is prohibited. Possession, use, purchase, or sale of illegal drugs in a Greenbrier facility is strictly prohibited.

Reporting for work, or performing one’s job assignments, under the influence of alcohol or illegal substances is cause for immediate disciplinary action.

Greenbrier will take reasonable steps to minimize intrusion into personal privacy in enforcing this policy. While opportunities for treatment and education will be important aspects of our substance abuse program, employees who violate this policy will be subject to appropriate disciplinary action, which may include termination of employment.

Administration, Reporting and Compliance

Administration. This Code of Conduct has been adopted by the Board of Directors of The Greenbrier Companies, Inc. and applies to Greenbrier and all of its subsidiaries. All officers and supervisory employees of the Company are charged with regular administration and enforcement of the policies and practices set forth in this Code. Final authority for administration of this Code rests with the Chief Executive Officer of Greenbrier and the Board of Directors. Any waiver of any provision of this Code that is granted to any executive officer or director may be made only by the Company’s Board of Directors or the Audit Committee. Any such waiver must be publicly disclosed within four business days as required by the NYSE listing standards and applicable laws, rules and regulations.

Reporting. Greenbrier has established a reporting system which allows directors, officers, employees, consultants and other agents of the Company or any subsidiary to report known or suspected violations of any of the policies set forth in this Code, or of other Greenbrier policies. Any officer, director, employee, consultant or agent of the Company or any subsidiary having evidence to support a known or suspected violation should promptly report such evidence. A report of any known or suspected violation should be factual, rather than speculative, and set forth the facts surrounding the alleged violation in as much detail as possible, including the names of the persons having knowledge of a violation and contain sufficient corroborating information to permit an appropriate inquiry or investigation. Signed, written reports of violations are preferred (but not required) and will facilitate effective investigation.

Any officer, director, employee, consultant or agent of the Company or any subsidiary may submit a report of a known or suspected violation in writing (by mail, facsimile, electronic mail, inter-office mail or otherwise) to the Chief Executive Officer of the Company. If the reporting person prefers, for any reason, not to submit a written report of a known or suspected violation, he or she may submit the report of such violation orally, in the case of an employee, consultant or agent, to his or her supervisor, or to the Chief Executive Officer of the Company.

For those persons who desire to make anonymous reporting complaints, the Company has retained an independent company, EthicsPoint, Inc., to establish a secure, confidential and anonymous reporting mechanism. EthicsPoint’s role is to facilitate secure reporting and record-keeping through its website and telephone hotline. EthicsPoint will not investigate or evaluate reports of violations.

Due to legal restrictions, anonymous use of the EthicsPoint hotline and website is not encouraged in some countries (e.g., Poland).

Any officer, director, employee, consultant or agent of the Company or any subsidiary may submit a report of a known or suspected violation on a confidential or anonymous basis to EthicsPoint. If the reporting person desires anonymity, they should not access the EthicsPoint website from the Greenbrier computer network, but rather should use a personal computer or outside internet portal, or telephone the EthicsPoint telephone hotline from outside the Company:

EthicsPoint website:	www.ethicspoint.com
Toll-free telephone hotline:	1 (866) 295-2647
	For international calls, see attached listing

EthicsPoint will provide copies or transcripts of reports of Code violations to the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel and Chief Compliance Officer, the Chair of the Audit Committee and outside counsel, or in the case of reports involving accounting, internal accounting controls or auditing matters, such reports will be handled in the accordance with the Audit Committee’s Policy Regarding Complaint Procedures Involving Accounting, Internal Accounting Controls or Auditing Matters. Reports of Code violations which are submitted anonymously will remain anonymous. Anonymous reports of Code violations will be treated in the same manner as those bearing a signature. If requested by the reporting person, EthicsPoint will provide a process for handling follow-up questions directly with the reporting person to ensure confidentiality.

To the extent practicable, consistent with prudent investigative procedures, reports of known or suspected violations will be kept confidential. Letters and other reports of known or suspected violations will be kept in confidence and acted upon only by designated objective Greenbrier personnel unless disclosure is required or deemed advisable in connection with any governmental investigation or report, in the interest of Greenbrier, or in the Company’s legal handling of the matter. Greenbrier personnel will employ appropriate safeguards to preserve available privileges and confidentiality.

Upon receipt of a report of a known or suspected violation, the Chief Executive Officer of the Company will advise the Chairman of the Board of Directors, or, in the case of reports involving accounting, internal accounting controls or auditing matters, such reports will be handled in the accordance with the Audit Committee’s Policy Regarding Complaint Procedures Involving Accounting, Internal Accounting Controls or Auditing Matters. The Company will arrange or conduct a prompt and appropriate investigation and/or evaluation of each credible report of a violation. Investigations of a report of a known or suspected violation will be conducted by the Chief Executive Officer under the direction of the Board of Directors. The Chairman of the Board of Directors has discretion to make summary resolution of any report of a violation which is too vague, insubstantial or lacking in credibility to warrant devotion of substantial Company resources.

Greenbrier will not tolerate or condone any form of harassment or intimidation of, or retaliation or retribution against, any person submitting in good faith a report of a violation or upon any employee who uses the reporting system to report truthfully, in good faith and with reasonable grounds, to believe that a basis for a report of a violation has occurred, unless the individual reporting is one of the violators.¹ Conversely, Greenbrier will not permit use of this Code or the reporting procedures provided herein for the purpose of knowingly or recklessly submitting false or defamatory reports of violations. Persons who abuse this Code or the reporting procedures may also be subject to discipline.

Nothing in this Code supplants Greenbrier’s general job performance standards. All officers, directors, employees, consultants or agents of the Company are required to meet the Company’s applicable performance standards, without regard to whether they have submitted, or been the subject of, a report of a violation.

Compliance. It is a condition of employment that each employee accept the responsibility for understanding and complying with the policies set forth in this Code. Greenbrier will require each employee, as well as each officer and director of the Company to comply with the policies set forth in this Code. Greenbrier reserves the right to request any employee to complete and submit a statement in a form designated by Greenbrier pertaining to such employee’s compliance at any time or as frequently as Greenbrier may deem advisable.

Any employee who violates any of the policies set forth in this Code is subject to disciplinary action including but not limited to suspension or termination of employment and such other action, including legal action, as Greenbrier believes to be appropriate under the circumstances.

Adopted by the Board of Directors on November 10, 1998.

Readopted by the Board of Directors on November 11, 2003.

Amended by the Board of Directors on January 8, 2008.

Amended by the Board of Directors on January 8, 2010.

Amended by the Board of Directors on January 7, 2011.

Amended by the Board of Directors on January 6, 2012.

¹  Federal law also prohibits retaliation for filing, testifying, assisting or participating in any manner in any investigation, proceeding or hearing conducted by a governmental enforcement agency relating to conduct that the employee reasonably believes constitutes a violation of federal fraud laws, federal securities laws or regulations, or other federal laws relating to fraud against shareholders.

The Greenbrier Companies

International Toll-free Dialing Instructions for EthicsPoint, Inc.

Domestic Calls (U.S. and Canada):

1. Dial 1 (866) 295-2647

International Calls:

1. To call EthicsPoint from: [Country]

2. From an outside line dial [AT&T Access Code – See table below]

3. At the prompt, dial 866-295-2647. This is a toll-free number. There is no need to dial a “1” before this number.

4. If the telephone number listed above is not functioning, please make your report online through the EthicsPoint web site (www.ethicspoint.com). Please indicate in the report that the telephone number did not work.

Country	AT&T Access Code
Canada	See Domestic instructions above
Germany	0-800-2255-288
Mexico	01-800-288-2872
Mexico (alternative)	001-800-462-4240
Mexico (Por Cobrar Spanish)	01-800-112-2020
Poland	0-0-800-111-1111
United States	See Domestic instructions above

EX-99.1

Exhibit 99.1

COMPENSATION COMMITTEE CHARTER

The Board of Directors of The Greenbrier Companies, Inc. (the “Company”) shall annually appoint from its members a Compensation Committee. This Charter of the Compensation Committee supplements the provisions of Article III, Section 11(d) of the Company’s Amended and Restated Bylaws and further defines the role, authority and responsibility of the Compensation Committee.

Number of Members and Appointment

The Compensation Committee shall be composed of at least two members of the Board of Directors. Members of the Committee shall be appointed annually by the Board of Directors. Vacancies shall be filled by the Board of Directors.

Independence of Members

Members of the Compensation Committee shall be free from any relationship to the Company or its subsidiaries that, in the judgment of the Board of Directors, may interfere with the exercise of their independence from management of the Company. Other than in their capacity as members of the Board of Directors, members of the Compensation Committee may not be affiliates, officers or employees of the Company or any of its subsidiaries and may not accept from the Company or any of its subsidiaries any consulting, advisory or other compensatory fees. Appointments to the Compensation Committee shall be consistent with standards for determining independence promulgated by the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (“NYSE”), or such other national securities exchange as shall be the principal market for trading of the Company’s securities.

Purposes and Responsibilities

The Committee’s primary purpose is to recommend to the Board of Directors policies and processes for the regular and orderly review of the performance and compensation of the Company’s senior executive management personnel, including the President and Chief Executive Officer, and to regularly review, administer, and when necessary recommend changes to equity-based or performance-based compensation plans adopted by the Company.

Without limiting the generality of the foregoing, the Compensation Committee shall also have direct responsibility to:

• Review and approve corporate goals and objectives relevant to compensation of the Company’s Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine and approve the compensation level of the Chief Executive Officer based on this evaluation.

• Establish compensation policy for executive officers and directors of the Company.

• Establish policy regarding employee and director hedging of Company stock.

• Establish policy regarding incentive-based compensation that is awarded based on financial information that is required to be reported under the securities laws, including such “clawback” provisions as may be required under SEC rules and/or NYSE or other applicable listing standards.

• Approve compensation of executive officers other than the Chief Executive Officer.

• Make recommendations to the Board of Directors with respect to incentive compensation plans and equity-based plans that are subject to Board approval.

• Review and discuss with management the Company’s Compensation and Discussion Analysis to be included in the Company’s proxy statement.

• Annually prepare and submit, for inclusion in management’s proxy statement to shareholders in connection with the annual meeting of shareholders, a report in conformity with Item 407(e)(5) of Regulation S-K promulgated by the SEC.

• Annually review the Company’s compensation policies and practices as they relate to risk management and determine whether any such risks are reasonably likely to have a material adverse effect on the Company.

• Administer all equity-based compensation plans adopted and approved by the Company from time to time.

• Review and assess the adequacy of this Charter and the performance of the Compensation Committee on an annual basis.

• Review and make recommendations to the Board of Directors regarding:

• the compensation policy for non-officer employees of and consultants to the Company.

• forms of compensation (including all “plan” compensation, as such term is defined in Item 402(a)(6) of Regulation S-K, and all non-plan compensation) to be provided to the executive officers of the Company.

• general compensation goals and guidelines for the Company’s employees and the criteria by which bonuses to the Company’s employees are determined.

• other plans that are proposed for adoption or adopted by the Company for the provision of compensation to employees, directors of, and consultants to the Company.

• Retain and terminate such consultants, counsel, experts and other personnel as the Committee may deem reasonably necessary to enable it to fully perform its duties and fulfill its responsibilities, and determine the compensation and other terms of engagement for such consultants and experts. The Compensation Committee may obtain independently published compensation survey data in furtherance of the duties set forth herein. The Compensation Committee may select a compensation consultant, counsel or other advisor only after taking into account independence factors identified by the SEC which shall include, without limitation

• the provision of other services to the Company by the service provider;

• the relationship of the fees paid by the Company to the total revenue of the service provider;

• the policies and procedures of the service provider that are designed to prevent conflicts of interest;

• any business or personal relationship between the service provider and any member of the Compensation Committee; and

• whether the service provider owns any stock of the Company.

• Undertake such other specific duties as the Board of Directors may from time to time prescribe.

Meetings, Quorum, Informal Actions, Minutes

The Compensation Committee shall meet on a regular basis. Special meetings may be called by the Chair of the Compensation Committee. A majority of the members of the Compensation Committee shall constitute a quorum. Concurrence of a majority of the quorum (or, in case a quorum at the time consists of two members of the Committee, both members present) shall be required to take formal action of the Compensation Committee. Written minutes shall be kept for all formal meetings of the Committee.

As permitted by Sections 60.337 and 60.341 of the Oregon Business Corporation Act, the Compensation Committee may act by unanimous written consent, and may conduct meetings via conference telephone or similar communication equipment.

Members of the Compensation Committee may meet informally with officers or employees of the Company and its subsidiaries and may conduct informal inquiries and studies without the necessity of formal meetings. The Compensation Committee may delegate to its chair or to one or more of its members the responsibility for performing routine functions.

Reporting

The Compensation Committee shall report regularly to the Board of Directors and shall annually prepare and submit, for inclusion in management’s proxy statement to shareholders in connection with the annual meeting of shareholders, a report in conformity with Item 407(e)(5) of Regulation S-K.

Adopted by the Board of Directors July 13, 2004.

Amended June 28, 2006.

Amended January 8, 2010

Amended January 7, 2011

Amended January 6, 2012

EX-99.2

Exhibit 99.2

NOMINATING AND CORPORATE GOVERNANCE

COMMITTEE CHARTER

The Board of Directors of The Greenbrier Companies, Inc. (the “Company”) shall appoint from its members a Nominating and Corporate Governance Committee. This Charter defines the role, authority and responsibility of the Nominating and Corporate Governance Committee.

Purposes and Responsibilities

The Nominating and Corporate Governance Committee is appointed by the Board of Directors to:

• Monitor and oversee the Company’s compliance with sound principles of corporate governance, consistent with applicable law and best practices;

• Develop and recommend to the Board of Directors for adoption corporate governance guidelines applicable to the Company, review such guidelines annually and recommend any changes to the Board;

• Identify individuals qualified to become members of the Board of Directors, consistent with criteria approved by the Board;

• Select, or recommend that the Board select, director nominees to be presented for election at annual meetings of stockholders;

• Select, or recommend to the Board, nominees to fill vacancies on the Board of Directors;

• Review the structure of the committees of the Board of Directors and select, or recommend to the Board, directors to be appointed as members on each Board committee.

• Review and make recommendations to the Board concerning proposals received from stockholders for consideration at meetings of stockholders and inclusion in the Company’s proxy statements.

• Develop and oversee programs for education and orientation of members of the Board of Directors and its committees;

• Develop and oversee programs for evaluation of the Board of Directors, its committees and management;

• Review and make recommendations to the Board concerning, the functions and titles of executive officers; and

• Identify candidates qualified to become chief executive officer of the Company as part of a succession plan or in the event the existing chief executive officer is unable to perform his or her duties.

The Committee shall make regular reports to the Board and may make recommendations to the Board. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually evaluate its own performance.

Committee Membership

The Committee will be comprised of at least two members. The Committee will be composed entirely of directors who meet the definition of “independence” under the listing standards of the New York Stock Exchange (NYSE). The Committee members will be appointed by the Board and may be removed by the Board in its discretion. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.

Meetings

The Committee shall meet as often as its members deem necessary to perform the Committee’s responsibilities. A majority of the members of the Committee shall constitute a quorum. Concurrence of a majority of the quorum (or, in case a quorum at the time consists of two members of the Committee, both members present) shall be required to take formal action of the Nominating and Corporate Governance Committee. Written minutes shall be kept for all formal meetings of the Committee.

As permitted by Sections 60.337 and 60.341 of the Oregon Business Corporation Act, the Committee may act by unanimous written consent, and may conduct meetings via conference telephone or similar communication equipment.

Committee Authority

The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a search firm and other resources necessary to identify director candidates. The Committee shall have sole authority to retain and terminate any such search firm, including sole authority to approve the firm’s fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors employed by the Committee.

Adopted by the Board of Directors July 13, 2004

Amended March 29, 2005

Amended April 8, 2008

Amended January 8, 2010

Amended January 6, 2012