Submission of Matters to a Vote of Security Holders - Form 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, 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-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications 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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 5.07

Submission of Matters to a Vote of Security Holders

At the 2023 Annual Meeting of Shareholders of the Company held virtually on January 6, 2023 (the "Annual Meeting"), three 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 or withheld, as well as abstentions and broker non-votes,on each proposal are set forth below.

Proposal 1: Election of Directors

A vote was taken at the Annual Meeting for the election of five directors of the Company. Ms. Tekorius, who was appointed to the Board in March 2022, was elected as a Class III Director. Wanda F. Felton, Graeme A. Jack, David L. Starling and Wendy L. Teramoto were elected as Class II Directors to serve a three-year term, until the Annual Meeting of Shareholders in 2026, or until their respective successors are qualified and elected. Ms. Tekorius is expected to stand for election in January 2024 with the other Class III Directors and will serve a one-yearterm or until her successor is qualified and elected. 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			Broker Non- Votes
Wanda F. Felton			26,748,129				362,892				2,371,694
Graeme A. Jack			25,865,805				1,245,216				2,371,694
David L. Starling			26,611,033				499,988				2,371,694
Lorie L. Tekorius			26,822,904				288,117				2,371,694
Wendy L. Teramoto			26,805,082				305,939				2,371,694

Proposal 2: Advisory Approval of Executive Compensation

A vote was taken at the Annual Meeting on the proposal to approve as a non-bindingadvisory resolution the 2022 compensation of the Company's named executive officers. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the resolution, that abstained from voting, or that were broker non-voteswere as follows:

Votes for Approval		Votes against Approval		Votes Abstained		Broker Non- Votes
21,605,020		5,447,466		58,535		2,371,694

Proposal 3: Ratification of Appointment of Independent Auditors

A vote was taken at the Annual Meeting on the proposal to ratify the appointment of KPMG LLP as the Company's independent auditors for the year ending August 31, 2023. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the ratification, or that abstained from voting were as follows:

Votes for Approval		Votes against Approval		Votes Abstained
29,349,742		120,365		12,608

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
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: January 10, 2023			By:		/s/ Martin R. Baker
			Martin R. Baker
			Senior Vice President, Chief Legal and Compliance Officer