エドガーで原本を確認する
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 4, 2024
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 |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 4, 2024, the Board of Directors (“Board”) of The Greenbrier Companies, Inc. (“Company”) elected Brian J. Comstock Executive Vice President & President, The Americas. Mr. Comstock will oversee the Company’s North American businesses. The Board elected William G. Glenn Senior Vice President & President, Europe. Mr. Glenn will oversee the Company’s European businesses. The Board elected William Krueger Senior Vice President & Chief Operations Officer, The Americas. Mr. Krueger will oversee the Company’s operations throughout the Americas. On January 4, 2024, Martin R. Baker, who served as the Company’s Senior Vice President, Chief Legal and Compliance Officer until January 5, 2024, notified the Company that he will retire in early 2025. Additionally, on January 5, 2024, the Compensation Committee of the Company approved the proposed terms under which Adrian J. Downes will step down as Chief Financial Officer. It is anticipated that Mr. Downes will step down on or about March 31, 2024. Until such time, he will continue to serve as Senior Vice President, Chief Financial Officer (Principal Financial Officer).
| Item 7.01 | Regulation FD Disclosure |
On January 8, 2024, the Company issued a press release announcing Organizational Changes. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release of The Greenbrier Companies, Inc., dated January 8, 2024 | |
| 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 8, 2024 | By: | /s/ Christian M. Lucky |
||||
| Senior Vice President, Chief Legal and Compliance Officer, Corporate Secretary | ||||||
Exhibit 99.1
| News Release |
|
| One Centerpointe Drive, Ste. 200, Lake Oswego, Oregon 97035 503-684-7000
|
www.gbrx.com
|
| For immediate release: January 8, 2024 | Contact: | Jack Isselmann, Public Relations | ||
| Justin Roberts, Investor Relations | ||||
| Ph: (503) 684-7000 |
Greenbrier Announces Organizational Changes
All business operations organized by markets in The Americas and Europe supporting strategic goals
Adrian Downes to step down as Chief Financial Officer; National search commences for next CFO
Succession plan completed for Chief Legal Officer
Lake Oswego, Oregon, January 8, 2024 – The Greenbrier Companies, Inc. (NYSE:GBX) today announced a new business operations organizational structure supporting its “Better Together” business strategy, unveiled at its April 2023 Investor Day. The streamlined organization is designed to drive organizational effectiveness, improve efficiency, leverage best practices and improve customer experience to drive greater shareholder value. The company also announced planned changes in the Chief Financial Officer (CFO) role and the completion of a succession plan for the leadership of its Legal function.
Lorie Tekorius, CEO and President said, “Since Greenbrier’s formation in the 1980s, we have grown to lead in all markets where we operate. Now is the time to leverage the benefits of scale and standardization. The changes being announced today will bring greater focus and accountability to our operating units while driving efficiency in our enabling functions. To advance to Greenbrier’s next growth phase, we must continue collaborating and working Better Together as a unified organization.”
Greenbrier’s structure now frames its operating activities in two distinct geographies: The Americas and Europe. Brian Comstock, a 26-year Greenbrier veteran with more than four decades of railway industry experience, assumes responsibility for all operations in The Americas, which includes the United States, Mexico, Canada and Brazil. William Glenn, who has spent more than 20 years at Greenbrier in various roles, assumes responsibility for all operations in Europe. Greenbrier’s Board of Directors has appointed Comstock as Executive Vice President & President, The Americas and Glenn as Senior Vice President & President, Europe. Both Comstock and Glenn continue to report to Tekorius.
“I am confident changes in our business operations will support progress on our strategic priorities and Greenbrier will continue to excel as we simplify our structure. These changes are intended to support and empower Greenbrier employees across the organization. The new organizational design of our business operations provides the right platform for the next phase of our growth and to deliver value for all Greenbrier stakeholders, especially our employees, customers and shareholders,” Tekorius said.
-More-
| Greenbrier Announces Organizational Changes (Cont.) | Page 2 |
In addition to Greenbrier’s new business operations framework, Adrian Downes will step down as CFO on or about March 31, 2024. Downes continues as Greenbrier’s Principal Financial Officer until he transitions to serve the company as a senior advisor to the CEO through March 2025. Greenbrier has begun a national search for its next CFO.
“Among his many contributions, Adrian took actions critical to strengthening our balance sheet, helped Greenbrier’s expanding global operations platform integrate with accounting and finance, and aided the development of our long-term strategic plan. We appreciate Adrian’s dedication and service,” Tekorius said.
On January 4, Greenbrier’s Board appointed Christian Lucky as Senior Vice President, Chief Legal & Compliance Officer (CLO/CCO), reporting to Tekorius. Lucky’s appointment completed a planned succession from Martin Baker, who served as CLO/CCO since 2008. Baker now serves as Senior Vice President, reporting to Tekorius.
Tekorius concluded, “Over 16 years of service, Martin modernized Greenbrier’s legal function. Under his leadership, our legal team helped Greenbrier adapt and respond to the challenges of rapid growth. Christian possesses the right background and experience to lead Greenbrier’s newly-formed Legal and Administration team to address our future needs.”
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 14,100 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.
Forward-Looking Statements
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,” “anticipated,” “confident,” “create,” “continue,” “drive,” “future,” “improvement,” “increase,” “initiative,” “position,” “progress,” “provided,” “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 or economic uncertainty; shortages of skilled labor, increased labor costs, or a failure to maintain good relations with our workforce; price volatility for supplies to our business as well as goods and services in our industry; mismatch of supply and demand, interruptions of supply lines, inefficient or overloaded logistics platforms, among other factors which may cause the markets for the inputs to our business to fail to operate effectively or efficiently, and material disruption of rail traffic or material delay in the movement of our products to customer delivery points. 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 and subsequent reports on Form 10-Q. Except as otherwise required by law, the Company assumes no obligation and does not intend 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.
# # #