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) February 27, 2023

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock without par value	GBX	New York Stock Exchange

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 8.01 Other Events.

On February 27, 2023, The Greenbrier Companies, Inc. issued a press release regarding David L. Starling.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated February 27, 2023 of The Greenbrier Companies, Inc. regarding David L Starling
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: February 28, 2023	By:	/s/ Martin R. Baker
		Senior Vice President, Chief Legal and Compliance Officer

EX-99.1

Exhibit 99.1

One Centerpointe Drive, Ste. 200, Lake Oswego, Oregon 97035  503-684-7000	www.gbrx.com

For immediate release: February 27, 2023	Contacts:	Jack Isselmann, Public Relations
		Justin Roberts, Investor Relations
		Phone: 503-684-7000

Greenbrier mourns the passing of board member David L. Starling

Lake Oswego, Oregon, February 27, 2023 – The Greenbrier Companies, Inc. (NYSE:GBX) today remembers Board member David L. Starling, who passed away at the age of 73. The Company extends its condolences to his family, particularly his wife Candace and his two sons, Zach and Jeff, all great supporters of his many endeavors, including his years of service to Greenbrier. He is remembered as a dear friend, admired colleague and devoted husband and father.

Starling served on Greenbrier’s Board since 2017. Last month, Starling was reelected to a three-year term on Greenbrier’s Board of Directors, with more than 98% of shareholder support. As a Greenbrier board member, Starling helped guide the Company during its acquisition of the American Railcar Industries (ARI) manufacturing business, and later, would play a key role in advising Greenbrier’s response to the impacts wrought by COVID-19.

Most profoundly, Greenbrier benefitted from Starling’s decades of experience as a railroader. He joined Greenbrier’s Board after serving on the Board of Kansas City Southern (KCS) for nearly seven years. From 2010-2016, Starling also served as President and CEO at KCS. In 2012, Starling received Railway Age’s prestigious Railroader of the Year award.

“For more than forty years, Dave Starling was a railroader’s railroader and a well-respected leader in the rail industry. Dave brought Greenbrier’s Board deep industry experience from executive roles in the transportation business on multiple continents. He was a champion of railroading, particularly in Mexico and Latin America. Dave assisted Greenbrier as we engaged with U.S., Canadian and Mexican policymakers during the negotiations that led to the USMCA in 2020. We deeply appreciate Dave’s numerous contributions to Greenbrier, especially his warm friendship, and offer our deepest condolences to Candace and his family,” said Board Chair Admiral Thomas B. Fargo (USN Retired).

About Greenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Through its wholly-owned subsidiaries and joint ventures, Greenbrier designs, builds and markets freight railcars and marine barges in North America, Europe and Brazil. We are a leading provider of freight railcar wheel services, parts, maintenance and retrofitting services in North America through our maintenance services business unit. Greenbrier manages 408,000 railcars and offers railcar management, regulatory compliance services and leasing services to railroads and other railcars owners in North America. GBX Leasing (GBXL) is a special purpose subsidiary that owns and manages a portfolio of leased railcars that originate primarily from Greenbrier’s manufacturing operations. GBXL and Greenbrier own a lease fleet of approximately 14,100 railcars. Learn more about Greenbrier at www.gbrx.com.

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XML

Document and Entity Information	Feb. 27, 2023
Cover [Abstract]
Entity Registrant Name	GREENBRIER COMPANIES INC
Amendment Flag	false
Entity Central Index Key	0000923120
Document Type	8-K
Document Period End Date	Feb. 27, 2023
Entity Incorporation State Country Code	OR
Entity File Number	001-13146
Entity Tax Identification Number	93-0816972
Entity Address, Address Line One	One Centerpointe Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Lake Oswego
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97035
City Area Code	(503)
Local Phone Number	684-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock without par value
Trading Symbol	GBX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false