Current Report Filing (8-k)
08 Juli 2022 - 11:07PM
Edgar (US Regulatory)
GREENBRIER COMPANIES INC false 0000923120 --08-31 0000923120 2022-07-06 2022-07-06
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) July 6, 2022
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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| Oregon |
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001-13146 |
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93-0816972 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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| 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading
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Name of each exchange on which registered |
| Common Stock without par value |
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GBX |
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 6, 2022, the Board of Directors of The Greenbrier Companies, Inc. (the “Company”) confirmed that Lorie L. Tekorius will become the principal executive officer of the Company, effective immediately following the previously-announced retirement of William A. Furman from all executive offices on August 31, 2022.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On July 6, 2022, the Board of Directors approved an amendment to the Company’s Bylaws to discontinue the office of Executive Chairman and separate the roles of the Chair of the Board and the Chief Executive Officer, such amendment to become effective on September 1, 2022.
A copy of the Amended and Restated Bylaws of The Greenbrier Companies, Inc., effective September 1, 2022, is attached as Exhibit 3.1 and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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.
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THE GREENBRIER COMPANIES, INC. |
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| Date: July 8, 2022 |
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By: |
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/s/ Adrian J. Downes |
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Adrian J. Downes |
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Senior Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |
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