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) August 27, 2018

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-13146

Oregon	001-13146	93-0816972
(State of Incorporation)	(Commission File Number)	(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Certain Officers

Effective August 27, 2018, Lorie L. Tekorius was promoted to Executive Vice President and Chief Operating Officer (“COO”) of The Greenbrier Companies, Inc. (“Greenbrier” or the “Company”). In her newly-created COO role, Ms. Tekorius steps into leadership for Greenbrier’s wheels, parts and repair operating unit and takes on additional responsibility for human resources and corporate safety & security. Ms. Tekorius will continue to serve as the Principal Financial Officer of the Company, overseeing Greenbrier’s financial team and investor relations, as well as managing corporate strategy. Ms. Tekorius will also continue to chair Greenbrier’s executive committee. Adrian J. Downes has been promoted to Acting Chief Financial Officer in addition to his current role as Senior Vice President and Chief Accounting Officer, and will continue to report to Ms. Tekorius.

Ms. Tekorius, 51, has been with Greenbrier for 23 years in various financial capacities. She has served as Chief Financial Officer (Principal Financial Officer) since February 2016, and was promoted to Executive Vice President and chair of Greenbrier’s executive committee in April 2017.

(e) Compensatory Arrangements of Certain Officers

Executive Officer Compensation Adjustments

In connection with the promotion described above, effective August 27, 2018, the Compensation Committee approved an increase in Ms. Tekorius’ annual base salary to $585,000 and set Ms. Tekorius’ target bonus payout under the 2019 Short-term Incentive Cash Bonus Program (described below) at 90% of base salary.

2019 Short-term Incentive Cash Bonus Program

On August 27, 2018, the Greenbrier’s Compensation Committee adopted a 2019 Short-term Incentive Cash Bonus Program (the “Bonus Plan”), pursuant to which the Company’s executive officers, including its named executive officers (“NEOs”), may earn bonuses based on Company financial performance and achievement of strategic objectives during fiscal 2019.

For each of William A. Furman, President and Chief Executive Officer; Martin R. Baker, Senior Vice President, General Counsel and Chief Compliance Officer; Alejandro Centurion, Executive Vice President and President of Greenbrier Manufacturing Operations; Mark J. Rittenbaum, Executive Vice President of Commercial and Leasing; and Lorie L. Tekorius, Executive Vice President and Chief Operating Officer, 85% of the bonus opportunity is based on achievement of the Company-level financial performance goal, adjusted EBITDA, and 15% of the bonus opportunity is based on achievement of two strategic objectives: (i) integration of new businesses and continued integration of Europe, Brazil, and the repair shop network; and (ii) talent development and succession planning across all business units.

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Target bonus payouts are established for each executive officer at a different percentage of base salary. The target bonus payout percentages for each of the named executive officers other than Ms. Tekorius (whose target bonus payout was set by the Compensation Committee at 90% of base salary) will be determined by the Compensation Committee at a later date. Of the 85% of the bonus opportunity based on financial performance goals, 100% is based on achievement of the Company’s adjusted EBITDA goal.

Adjusted EBITDA is defined as net earnings before interest and foreign exchange, income tax expense, depreciation and amortization, and before Short-term Incentive Plan, and excluding significant non-cash charges such as goodwill impairment. Each of these metrics is adjusted for special and non-recurring items listed in the Company’s Umbrella Performance Based Plan for Executive Officers in the discretion of the Compensation Committee.

Bonus payouts resulting from achievement of financial performance goals will vary depending upon achievement of threshold, goal or stretch performance levels. At threshold performance, the bonus payout will equal 75% of an individual’s target. At goal performance, the bonus payout will equal 100% of an individual’s target. At stretch performance, the bonus payout will equal 200% of an individual’s target. Bonus amounts will be interpolated between the threshold, goal and stretch levels.

With respect to the goals based on achievement of strategic objectives, the Compensation Committee will determine the level of achievement of such goals by all executive officers as a group, on a scale of 0 – 150%. The percentage of an individual’s bonus payout will match the percentage of achievement. For example, if the Compensation Committee determines that the executive officers achieved 80% of their strategic goals, the payout percentage for each executive officer would be 80% of the individual’s target.

Item 7.01 Regulation FD Disclosure

On August 28, 2018, Greenbrier issued the press release attached hereto as Exhibit 99.1 announcing the promotions of Ms. Tekorius and Mr. Downes.

The information under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated August 28, 2018 of The Greenbrier Companies, Inc. announcing promotion of Lorie Tekorius to Chief Operating Officer.

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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: August 28, 2018	By:	/s/ Lorie L. Tekorius
		Lorie L. Tekorius
		Executive Vice President and Chief Operating Officer (Principal Financial Officer)

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EX-99.1

Exhibit 99.1

News Release

One Centerpointe Drive, Ste. 200, Lake Oswego, Oregon 97035    503-684-7000		www.gbrx.com
For release: August 28, 2018, 6:00 a.m. EDT	Contact:	Jack Isselmann, Public Relations
		Justin Roberts, Investor Relations
		Ph: 503-684-7000

Greenbrier Promotes Lorie Tekorius to Chief Operating Officer

~ Recognizes contributions to Greenbrier and advances succession planning ~

~ Greenbrier’s strategic goal is to increase scale, growth and talent pipeline ~

Lake Oswego, Oregon, August 28, 2018—The Greenbrier Companies, Inc. (NYSE: GBX) today announced that its Executive Vice President (EVP) and Chief Financial Officer (CFO), Lorie Tekorius, has been appointed EVP and Chief Operating Officer (COO) by its Board of Directors, with expanded responsibilities, continuing to report to William A. Furman, Chairman, President and Chief Executive Officer. In her newly-created COO role, Tekorius steps into leadership for Greenbrier’s wheels, parts and repair operating unit and takes on additional responsibility for human resources and corporate safety & security.

Rick Turner, Senior Vice President for Wheels, Parts & Repair, will report to Tekorius. Turner will manage 24 wheels, parts and repair shops, double the number of locations in the Greenbrier shop network, after the dissolution of the GBW Railcar Services joint venture and the return of Greenbrier’s shops announced August 20.

Adrian Downes has been promoted to Acting CFO and remains reporting to Tekorius. Downes joined Greenbrier in 2013 as Chief Accounting Officer and has over 30 years of accounting and finance experience in a variety of industries, both with publicly held and privately held companies. He currently directs all Greenbrier’s global corporate and operational accounting activities and oversees Greenbrier’s information technology and tax planning functions.

Tekorius continues her management of corporate strategy and oversight of Greenbrier’s financial team as well as investor relations and planning led by Justin Roberts, Vice President, Corporate Finance and Treasurer. Additionally, she chairs Greenbrier’s executive committee comprised of senior management.

Tekorius has been with Greenbrier for 23 years in various financial capacities. Tekorius was appointed CFO in February 2016 and Executive Vice President and chair of the executive committee in April 2017. In May 2018, she was recognized by the Portland Business Journal for her corporate and community work as Oregon’s “CFO of the Year—Public Company Category”.

Furman stated, “Lorie is a highly skilled executive with more than two decades of service to Greenbrier. Her promotion and enhanced responsibilities reflect the reality of the increased duties she has accepted through her successive advancements in management at Greenbrier. Lorie has demonstrated a strong sense of our values, including integrity, respect for people and customers, along with an ability to collaborate across the organization to achieve shared success. Lorie’s promotion to COO today demonstrates Greenbrier’s emphasis on growing from within as we continue to plan our future. In her enhanced role, Lorie will help Greenbrier focus our energies on management’s strategic plan to emphasize growth and scale while building our bench of talent and sharpening our succession plans throughout the company.”

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Greenbrier Promotes Lorie Tekorius to Chief Operating Officer Page  2

About Greenbrier

Greenbrier—headquartered in Lake Oswego, Oregon—is a leading international supplier of equipment and services to global freight transportation markets. Greenbrier designs, builds and markets freight railcars and marine barges in North America. Greenbrier Europe is an end-to-end freight railcar manufacturing, engineering and repair business with operations in Poland, Romania and Turkey that serves customers across Europe and in the nations of the GCC. Greenbrier builds freight railcars and rail castings in Brazil through two separate strategic partnerships. We are a leading provider of freight railcar wheel services, parts, repair, refurbishment and retrofitting services in North America through our wheels, parts & repair business unit. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and related transportation industries in North America. Through unconsolidated joint ventures, we produce industrial and rail castings, tank heads and other components. Greenbrier owns a lease fleet of over 8,500 railcars and performs management services for 368,000 railcars. Learn more about Greenbrier at www.gbrx.com.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements, including any statements that are not purely statements of historical fact. Greenbrier uses words such as “anticipates,” “believes,” “forecast,” “potential,” “goal,” “contemplates,” “expects,” “intends,” “plans,” “projects,” “hopes,” “seeks,” “estimates,” “strategy,” “could,” “would,” “should,” “likely,” “will,” “may,” “can,” “designed to,” “future,” “foreseeable future” and similar expressions to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, reported backlog and awards that are not indicative of Greenbrier’s financial results; uncertainty or changes in the credit markets and financial services industry; high levels of indebtedness and compliance with the terms of Greenbrier’s indebtedness; write-downs of goodwill, intangibles and other assets in future periods; sufficient availability of borrowing capacity; fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; loss of one or more significant customers; customer payment defaults or related issues; policies and priorities of the federal government regarding international trade, taxation and infrastructure; sovereign risk to contracts, exchange rates or property rights; actual future costs and the availability of materials and a trained workforce; failure to design or manufacture new products or technologies or to achieve certification or market acceptance of new products or technologies; steel or specialty component price fluctuations and availability and scrap surcharges; changes in product mix and the mix between segments; labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo; production difficulties and product delivery delays as a result of, among other matters, costs or inefficiencies associated with expansion, start-up, or changing of production lines or changes in production rates, changing technologies, transfer of production between facilities or non-performance of alliance partners, subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; integration of current or future acquisitions and establishment of joint ventures; succession planning; discovery of defects in railcars or services resulting in increased warranty costs or litigation; physical damage or product or service liability claims that exceed Greenbrier’s insurance coverage; train derailments or other accidents or claims that could subject Greenbrier to legal claims; actions or inactions by various regulatory agencies including potential environmental remediation obligations or changing tank car or other railcar or railroad regulation; and issues arising from investigations of whistleblower complaints; all as may be discussed in more detail under the headings “Risk Factors” and “Forward Looking Statements” in Greenbrier’s Annual Report on Form 10-K for the fiscal year ended August 31, 2017, Greenbrier’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2018, and Greenbrier’s other reports on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Except as otherwise required by law, Greenbrier does not assume any obligation to update any forward-looking statements.

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