Current Report Filing (8-k)
January 09 2018 - 4:04PM
Edgar (US Regulatory)
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 5, 2018
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission
File
No. 1-13146
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Oregon
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93-0816972
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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One Centerpointe Drive, Suite 200, Lake Oswego, OR
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97035
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(Address of principal executive offices)
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(Zip Code)
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(503)
684-7000
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.07
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Submission of Matters to a Vote of Security Holders
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At the Annual Meeting of
Shareholders of the Company held on January 5, 2018, five proposals were voted upon by the Companys shareholders. A brief discussion of each proposal voted upon at the Annual Meeting and the number of votes cast for, against, withheld,
abstentions and broker
non-votes
to each proposal are set forth below.
A vote was taken at the
Annual Meeting for the election of five directors of the Company, in the case of Messrs. Furman and Swindells and Ms. Williams to hold office until the Annual Meeting of Shareholders to be held in 2021 and in the case of Ms. Felton and
Mr. Starling to hold office until the Annual Meeting of Shareholders to be held in 2020, and in each case until their successors are elected and qualified. The aggregate numbers of shares of Common Stock voted in person or by proxy for each
nominee were as follows:
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Nominee
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Votes for Election
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Votes
Withheld
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Votes
Abstained
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Broker Non-
Votes
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William A. Furman
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21,213,839
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463,630
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4,837,780
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Charles J. Swindells
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20,918,402
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759,067
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4,837,780
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Kelly M. Williams
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21,488,270
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189,199
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4,837,780
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Wanda F. Felton
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21,487,765
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189,704
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4,837,780
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David L. Starling
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21,188,905
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488,564
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4,837,780
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A vote was taken at the Annual Meeting to approve amendments to the Companys 2014 Amended and Restated
Stock Incentive Plan to increase the total number of shares of the Companys Common Stock available for issuance and increase the annual director stock compensation under the plan in the form of a 2017 Amended and Restated Stock Incentive Plan.
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-votes
were as follows:
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Votes for Approval
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Votes against Approval
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Votes Abstained
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Broker
Non-Votes
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19,895,851
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1,615,327
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166,291
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4,837,780
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A vote was taken at the Annual Meeting to approve a
non-binding
advisory resolution regarding the 2017 compensation of the Companys 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-votes
were as follows:
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Votes for Approval
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Votes against Approval
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Votes Abstained
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Broker
Non-Votes
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20,668,809
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819,970
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188,690
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4,837,780
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A vote was taken at the Annual Meeting to advise on the frequency of
non-binding
advisory resolutions regarding the compensation of the Companys named executive officers. The aggregate number of shares of Common Stock that were voted in person or by proxy for one, two, or
three years, that abstained from voting, or that were broker
non-votes
were as follows:
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Votes for Every
Year
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Votes for Every
Two Years
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Votes for Every
Three Years
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Votes Abstained
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Broker
Non-
Votes
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18,623,977
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111,739
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2,777,859
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163,894
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4,837,780
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2
Based on the results of the vote, and consistent with the Boards recommendation, the
Company will hold a nonbinding advisory vote on the compensation of the Companys named executive officers every year until the next required
non-binding
advisory vote on the frequency of such votes,
which will occur no later than the Companys Annual Meeting in 2024.
A vote was taken at the Annual Meeting on the proposal to
ratify the appointment of KPMG LLP as the Companys independent auditors for the year ending August 31, 2018. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the ratification, that
abstained from voting, or that were broker
non-votes
were as follows:
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Votes for Approval
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Votes against Approval
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Votes Abstained
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Broker
Non-Votes
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26,280,284
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82,248
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152,717
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3
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.
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THE GREENBRIER COMPANIES, INC.
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Date: January 9, 2018
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By:
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/s/ Martin R. Baker
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Martin R. Baker
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Senior Vice President, General Counsel and Chief
Compliance Officer
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4
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