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GREENBRIER COMPANIES INC false 0000923120 0000923120 2023-11-09 2023-11-09

 

 

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) November 9, 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 7.01

Regulation FD Disclosure

On November 9, 2023, The Greenbrier Companies, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1, announcing the publication of its 2023 Environmental, Social and Governance (ESG) report.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release dated November 9, 2023 of The Greenbrier Companies, Inc. announcing the publication of its 2023 Environmental, Social and Governance (ESG) report
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 hereunto duly authorized.

 

    THE GREENBRIER COMPANIES, INC.
Date: November 9, 2023     By:  

/s/ Martin R. Baker

      Martin R. Baker
      Senior Vice President, Chief Legal and Compliance Officer
EX-99.1 2 d930398dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

News Release    LOGO

 

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

 

For release: November 9, 2023, 6:00 a.m. EST     Contact:   Jack Isselmann, Media Relations
      Justin Roberts, InvestorRelations
      (503) 684-7000

Greenbrier Releases 2023 ESG Report

Pilot solar project provides 67,000kw hours per month

First-ever Inclusion, Diversity, Equity, Access and Leadership (IDEAL) summit convened

ISO 14001 certifications achieved at two additional facilities    

Lake Oswego, Oregon, November 9, 2023 – The Greenbrier Companies, Inc. (NYSE:GBX) (“Greenbrier”) announced the release of its 2023 Environmental, Social and Governance (ESG) report, On Track Together. Greenbrier continues to progress on its ambitious ESG agenda. The 2023 report reviews Greenbrier’s 2021 materiality assessment to address stakeholders’ evolving values and priorities.

Greenbrier’s alignment with the Task Force on Climate-related Financial Disclosures (TCFD) framework continues with the company’s internal analysis to identify gaps in its approach. On Track Together also describes the state of the company’s assessment of climate-related physical and transition risks.

The report highlights new targets and key achievements from fiscal 2023 in accordance with its five core ESG pillars: (1) Safety & Quality, (2) People, (3) Environmental Sustainability, (4) Governance & Ethics, and (5) Communities.

Safety & Quality

In fiscal 2023, one railcar Manufacturing facility and eight Maintenance Services locations achieved at least one year without a recordable incident, another year of solid safety results. In addition, the company introduced a continuous improvement safety initiative, Dynamic Hand Safety. This program prioritizes the prevention of hand injuries, Greenbrier’s most prevalent safety incident.

People

Greenbrier reiterated its dedication to its workforce, including advancing its Inclusion, Diversity, Equity, Access and Leadership (IDEAL) commitment. Two new Employee Resource Groups were introduced, for a total of eight. Greenbrier’s first-ever IDEAL Summit brought leaders across the company together to identify successes, define improvement areas and set future objectives for DEI at the company.

Environment

Greenbrier has established a greenhouse gas reduction goal to reduce Scope 2 GHG emissions intensity by 20% per unit of output by 2027, based on its 2022 baseline. In fiscal 2023, a pilot solar power project began at Greenbrier Tlaxcala in Mexico. The production from the solar panel installation has a projected average energy savings of just over 67,000 kW-hours per month.

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Greenbrier Releases 2023 ESG report (Cont.)   

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Greenbrier Maxion in Brazil and three facilities in Romania obtained ISO 14001 certifications. Including Greenbrier Wagony Swidnica in Poland, Greenbrier has five ISO 14001-certified manufacturing facilities. These certifications result in part from Greenbrier’s comprehensive approach to its Environment, Health and Safety (EHS) programs.

Governance

After its annual meeting in January 2024, it is expected that Greenbrier’s Board diversity will increase with 33% ethnically diverse directors, up from 27%, and female Board composition at 44%, up from 36%. Added to this year’s review of Governance is an overview of Greenbrier’s work on cybersecurity, including training efforts to protect the company’s data and technology infrastructure.

Communities

Greenbrier donated $1 million in 2023 to support its local communities and nonprofits worldwide with scholarships, human services, environmental enhancement and disaster relief.

Lorie Tekorius, CEO & President said, “Greenbrier continually enhances our safety culture, invests in our people, and builds on our sustainability initiatives. In 2023, our ESG program has been bolstered by our Better Together strategy, which is creating positive connections and dialogue across Greenbrier and with our shareholders. ESG report audits, product enhancement initiatives, and sustainability projects have propelled us ahead. Today, we have adapted On Track Together to newly recognized reporting frameworks and consistently correlate it to best practices. Our commitments to advancing our ESG programs are ambitious and will continue.”

The report follows ESG disclosure frameworks, including TCFD, the Sustainability Accounting Standards Board (SASB), and the United Nations Sustainable Development Goals (UN SDGs).

On Track Together is available at https://www.gbrx.com/esg/

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 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 owns a lease fleet of approximately 13,400 railcars that originate primarily from Greenbrier’s manufacturing operations. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and other railcar owners in North America. 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 statements that are not purely statements of historical fact. Greenbrier uses words, and variations of words, such as “advance,” “believe,” “continue,” “define,” “enhance,” “estimate,” “expect,” “future,” “improve,” “increase,” “initiative,” “progress,” “project,” “provide,” “strategy,” “target,” “will,” 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, the following: an economic downturn and economic uncertainty; inflation (including rising energy prices, interest rates, wages and other escalators) and policy reactions thereto (including actions by central banks); disruptions in the supply of materials and components used in the production of our products; the war in Ukraine and related events; and the COVID-19 pandemic, variants thereof, governmental reaction thereto, and related economic disruptions (including, among other factors, operations and supply disruptions and labor shortages).

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Greenbrier Releases 2023 ESG report (Cont.)

  

Page 3

 

More information on potential factors that could cause our results to differ from our forward-looking statements is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic report on Form 10-K. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.

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