Management Change/Compensation - Form 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K/A

(Amendment No. 1)

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 7, 2021

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, OR97035

(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 (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-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. ☐

EXPLANATORY NOTE

The Greenbrier Companies, Inc. (the "Company") is filing this Amendment No. 1 to amend the Company's Current Report on Form 8-Kfiled on July 13, 2021 (the "Prior 8-K")to update certain disclosures therein under Item 5.02. The disclosure contained in Item 5.02 of the Prior 8-Kis hereby supplemented and amended by the disclosure contained in Item 5.02 of this Amendment No. 1.

Item 5.02

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

(d)

The Company filed the Prior 8-Kto report that the Company's Board of Directors had elected Antonio Garza and James R. Huffines to its Board effective on July 30, 2021. At the time of their election, Mr. Garza's and Mr. Huffines's respective board committee appointments had not been determined. The Company is filing this Amendment No. 1 to the Prior 8-Kto report that on October 21, 2021, the Board of Directors appointed Mr. Garza to serve as a member of the Board's Nominating and Corporate Governance Committee and appointed Mr. Huffines to serve as a member of the Board's Audit Committee.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

	THE GREENBRIER COMPANIES, INC.
Date: October 26, 2021		By:		/s/ Adrian J. Downes
		Adrian J. Downes
		Senior Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)

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