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): March 11, 2013
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:
| ¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Effective March 11, 2013, Adrian J. Downes, 49, joined The Greenbrier Companies, Inc. (the Company), as Senior Vice President and Chief Accounting Officer (principal accounting officer).
Most recently, from 2010 to 2012, Mr. Downes served as Executive Vice President and Chief Financial Officer for Knowledge Universe, a private-equity owned early childhood education provider. He served as Group Vice President and Controller for SUPERVALU Inc., a retailer and food wholesaler, from 2006-2009. From 2004-2006 he was Group Vice President and Controller for Albertson’s, Inc., a grocery, drug and convenience retailer, which was acquired by SUPERVALU Inc. in 2006. He held various financial leadership positions from 1997-2004, with Gap, Inc., an international apparel retailer, culminating as Vice President and Controller. He was Executive Director- Technical & Regulatory Accounting with Pacific Telesis Group, Inc., a diversified telecommunications company, during the period 1996-1997. Mr. Downes worked for PricewaterhouseCoopers (PwC), an international public accounting firm, as a Senior Manager from 1988-1996 based in San Francisco, CA and initially starting in 1984 at PwC’s Dublin, Ireland office. He is a Chartered Accountant in Europe and a Certified Public Accountant (inactive) in the State of California.
Subject to the approval of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) Mr. Downes’ compensation will include a base salary in the amount of $275,000 per year and an annual cash bonus, with a Target of 50% based on the achievement of Company performance goals and up to an additional 25% of such Target based on the attainment of individual objectives.
In addition Mr. Downes will be awarded restricted stock units under the 2010 Amended and Restated Stock Incentive Plan equal in value to 60% of his base compensation, half of such units to vest over a three year time-based vesting schedule, and the remaining half which will be subject to performance based vesting criteria over a three-year period. The number of stock units shall be determined based on the fair market value of the Company’s Common Stock on the effective date of the grant, which will be determined by the Compensation Committee.
Subject to the approval of the Compensation Committee, Mr. Downes will enter into a Change of Control Agreement with the Company, which provides that, if the Company terminates his employment within 24 months following a Change of Control other than for Cause, Disability or Death or Mr. Downes terminates his employment for Good Reason, the Company will pay to Mr. Downes an amount equal to one and one-half times his Base Salary and Average Bonus (as such capitalized terms are defined in the Change of Control Agreement). In addition, all unvested stock options and time-based restricted stock grants will become fully vested and exercisable, and the Company will continue to provide employee benefits for a period of one and one-half years.
The above description of the terms of the Change of Control Agreement is qualified in its entirety by the actual language of the Change of Control Agreement.
Finally, subject to the approval of the Board of Directors of the Company, the Company and Mr. Downes will enter into an Agreement Concerning Indemnification and Related Matters.
Both the Change of Control Agreement and Agreement Concerning Indemnification and Related Matters are in form and substance substantially the same as those between the Company and other executive officers.
A copy of the press release issued by The Greenbrier Companies, Inc. regarding the appointment of Mr. Downes is attached as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 99.1 | Press Release of The Greenbrier Companies, Inc. dated March 12, 2013. | |
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: March 12, 2013 | By: | /s/ Martin R. Baker | ||||
| Martin R. Baker, | ||||||
| Senior Vice President, General Counsel And Chief Compliance Officer | ||||||
Exhibit 99.1
| For release: March 12, 2013, 5:00 p.m. EDT | Contact: Mark Rittenbaum, Investor Relations Jack Isselmann, Public Relations Ph: (503) 684-7000 |
Adrian Downes joins Greenbrier as Chief Accounting Officer
Lake Oswego, Oregon, March 12, 2013 – The Greenbrier Companies, Inc. [NYSE:GBX] today announced that Adrian Downes has joined the Company as Senior Vice President & Chief Accounting Officer.
Downes has nearly 30 years of accounting and finance experience in a variety of industries, both with publicly held and privately held companies. Most recently, he was Executive Vice President and Chief Financial Officer for Knowledge Universe, a private-equity owned early childhood education provider. Downes previously held various senior financial executive positions for Fortune 200 publicly held organizations including SUPERVALU, Albertson’s, Gap, Inc. and Pacific Telesis. He began his career in public accounting at PricewaterhouseCoopers, initially based at their Dublin, Ireland office before transferring to San Francisco. He obtained his Certified Public Accountant certification in California.
In his current role with Greenbrier, Downes will be responsible for directing all Greenbrier’s global corporate and operational accounting activities. He will also oversee Greenbrier’s information technology and tax planning functions.
“We are delighted to welcome Adrian to Greenbrier,” said Mark J. Rittenbaum, executive vice president & chief financial officer. “His breadth of knowledge and experience complements and enhances our finance and accounting team. We look forward to leveraging Adrian’s considerable talents across a range of financial and business initiatives.”
Greenbrier, (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry. Greenbrier builds new railroad freight cars in its four manufacturing facilities in the U.S. and Mexico and marine barges at its U.S. facility. It also repairs and refurbishes freight cars and provides wheels and railcar parts at 39 locations across North America. Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market through both its operations in Poland and various subcontractor facilities throughout Europe. Greenbrier owns approximately 9,000 railcars, and performs management services for approximately 225,000 railcars.
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