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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): June 19, 2025
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:
| ☐ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 19, 2025, the board of directors (the “Board”) of The Greenbrier Companies, Inc. (the “Company”) increased the size of the Board from eight to ten members and appointed Stevan Bobb and Jeffrey Songer to the newly created board seats, to serve on the Board beginning on June 19, 2025, as a Class III and Class I director, respectively. Messrs. Bobb and Songer will stand for election at the Company’s next annual meeting of shareholders in 2026 in accordance with the Company’s bylaws. Messrs. Bobb and Songer have not yet been appointed to serve as members of any Board committee.
Messrs. Bobb and Songer will participate in the Company’s compensation program for non-employee directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2024.
There are no other arrangements or understandings between each of Messrs. Bobb and Songer and any other person pursuant to which Messrs. Bobb and Songer, each respectively, were selected as members of the Board. In addition, there are no transactions in which either Messrs. Bobb and Songer have an interest that are required to be disclosed under Item 404(a) of SEC Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On June 23, 2025, the Company issued a press release announcing the election of Messrs. Bobb and Songer to the Company’s Board. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release of The Greenbrier Companies, Inc., dated June 23, 2025. | |
| 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: June 23, 2025 | By: | /s/ Christian M. Lucky |
||||
| Senior Vice President, Chief Legal and Compliance Officer | ||||||
Exhibit 99.1
| News Release |
|
|
| One Centerpointe Drive, Ste. 200, Lake Oswego, Oregon 97035 503-684-7000 | www.gbrx.com |
| For release: June 23, 2025, 6:00 a.m. EDT | Contact: | Jack Isselmann, Public Relations | ||||
| Justin Roberts, Investor Relations | ||||||
| Ph: (503) 684-7000 | ||||||
Greenbrier Elects Stevan Bobb and Jeffrey Songer to Board of Directors
Greenbrier’s Board of Directors increases to 10 members
New directors bring substantial rail industry expertise to Greenbrier
Lake Oswego, Oregon, June 23, 2025 – The Greenbrier Companies, Inc. (NYSE: GBX) (Greenbrier), a leading international supplier of equipment and services to global freight transportation markets, announced today the election of Stevan Bobb and Jeffrey Songer to the Company’s Board of Directors. The election of Bobb and Songer increases Greenbrier’s Board from eight to ten members, nine of whom are independent directors.
Stevan Bobb
Bobb joins Greenbrier’s Board after completing 36 years with the Class I railroad BNSF Railway (BNSF) in 2024. His experience at BNSF includes prominent roles in strategic commercial and operational leadership within the rail industry.
From 2013 to 2024, Bobb served as Executive Vice President and Chief Marketing Officer for BNSF. During this time, he directed the company’s sales and marketing activities, customer service, short line relations, planning and forecasting, and economic development activities. Bobb also chaired the Board of Directors for BNSF Logistics, a subsidiary of BNSF. He represented BNSF on TTX’s board from 2016 to 2024, serving as Audit Committee Chair and on the Compensation Committee. TTX is a railcar pool operator owned by several railroad companies.
From 2006 to 2013, he held the position of Group VP Coal, where he led the marketing and coal equipment management teams. From 2005 to 2006, he oversaw the Texas Division front-line rail operations as General Manager of Division Operations. During this time, his responsibilities included ensuring freight trains’ safe and efficient movement, compliance with safety and regulatory standards, and prioritizing customer satisfaction.
Earlier in his career at BNSF, he held various leadership roles in agricultural products, industrial products, and operations, including leading teams that oversaw BNSF’s railcar fleets and intermodal and automotive facility operations.
Bobb holds two B.S. degrees in animal and plant science, respectively, with a minor in agricultural economics from North Dakota State University. He has also pursued graduate studies in agricultural economics and completed the Advanced Management Program at Harvard University Graduate School of Business Administration.
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| Greenbrier Elects New Directors… (Cont.) | Page 2 |
“Steve is a skilled leader who brings decades of experience from the rail industry to Greenbrier. His background includes a proven track record of delivering new products, optimizing operating efficiencies, and developing customer-focused commercial strategies. His comprehensive understanding of agricultural, chemical, and industrial products will help Greenbrier enhance our customer experience model across multiple markets. These qualities support Greenbrier’s strategic planning and the execution of its initiatives,” said Lorie Tekorius, Chief Executive Officer & President.
Jeffrey Songer
Songer joins Greenbrier’s Board with 30 years of expertise in operations, engineering, and finance, 18 of which were spent in leadership roles at Kansas City Southern (KCS), a Class I railroad through 2024. He previously served on the board of the Panama Canal Railway, a KCS subsidiary.
From 2021 to 2023, Songer served as EVP of Strategic Merger and Planning for KCS during the $31 billion merger that created Canadian Pacific Kansas City (CPKC). Before this, he managed the railroad’s operations in the U.S. and Mexico, spanning transportation, mechanical, engineering, labor, and safety functions.
Songer brings an advanced perspective on U.S.-Mexico relations and international labor management. This experience is valuable for Greenbrier, which has significant operations in the U.S. and Mexico. He has extensive railroad industry knowledge, covering railroad mechanical systems, equipment, and maintenance. His experience also includes risk management, environmental, social and governance reporting and financial planning and analysis. Songer has managed substantial capital and operating expense budgets.
Songer has served in a range of leadership roles in the rail industry. From 2014 to 2021, he was a member of the Association of American Railroads (AAR) Safety and Operations Management Committee, serving as Chair from 2019 to 2021. He also served AAR on its Transportation Technology Center and Operation Lifesaver boards. Songer’s industry contributions include board service at AAR subsidiary Railinc Corporation from 2016 to 2021. Railinc is the digital backbone of the freight rail network, ensuring safe, efficient, and interoperable operations by providing data, software, and messaging services to the North American freight rail industry.
Songer holds a bachelor’s degree in architectural engineering and a master’s degree in business administration from the University of Kansas.
“Jeff is an exceptional addition to our Board. He brings a rare combination of railroad industry experience and a deep understanding of international labor relations, particularly in Mexico, where Greenbrier employs thousands of individuals. His leadership of the CPKC merger highlights his business acumen, perseverance and a forward-thinking approach to supply chain integration and operating efficiency. The Board will depend on Jeff’s insights as we advance our strategy to enhance profitability, streamline our business structure, and increase value for Greenbrier shareholders,” said Thomas Fargo, Greenbrier Board Chair.
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| Greenbrier Elects New Directors… (Cont.) | Page 3 |
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. Greenbrier owns a lease fleet of approximately 16,600 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.
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