---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-005676"
form_type: "8-K"
ticker: "GBX"
cik: "0000923120"
company_name: "GREENBRIER COMPANIES INC"
filed_at: "2023-01-10T23:59:59+00:00"
generated_at: "2026-06-20T17:23:28.887184+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Greenbrier shareholders elect directors, approve say-on-pay and auditor ratification

## Summary
- All five director nominees elected with >26.7M votes for each; Lorie Tekorius elected as Class III director.
- Advisory vote on executive compensation approved: 21.6M for, 5.4M against, 58,535 abstentions.
- Ratification of KPMG as independent auditor for FY2023 passed: 29.3M for, 120,365 against, 12,608 abstentions.
- Vote outcomes reflect standard annual meeting procedures with no close contests.

## SEC filing metadata
- accession: 0001193125-23-005676
- form_type: 8-K
- ticker: GBX
- cik: 0000923120
- company_name: GREENBRIER COMPANIES INC
- filed_at: 2023-01-10T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/923120/000119312523005676/0001193125-23-005676-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/923120/000119312523005676/d442281d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-005676
- JSON: https://secwatch.observer/filing/0001193125-23-005676.json
- Plain text: https://secwatch.observer/filing/0001193125-23-005676.txt

## Key facts
- Shareholder Votes
  GREENBRIER COMPANIES INC shareholders approved Advisory Approval of Executive Compensation at the 2023-01-06 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-01-06
  source text: Proposal 2 : Advisory Approval of Executive Compensation A vote was taken at the Annual Meeting on the proposal to approve as a non-binding advisory resolution the 2022 compensation of the Company’s 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: Votes for Approval Votes against Approval Votes Abstained Broker Non- Votes 21,605,020 5,447,466 58,535 2,371,694
  evidence_url: https://www.sec.gov/Archives/edgar/data/923120/000119312523005676/0001193125-23-005676-index.htm
- Shareholder Votes
  GREENBRIER COMPANIES INC shareholders approved Election of Directors at the 2023-01-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-01-06
  source text: The aggregate numbers of shares of Common Stock voted in person or by proxy for each nominee were as follows: Nominee Votes for Election Votes Withheld Broker Non- Votes Wanda F. Felton 26,748,129 362,892 2,371,694 Graeme A. Jack 25,865,805 1,245,216 2,371,694 David L. Starling 26,611,033 499,988 2,371,694 Lorie L. Tekorius 26,822,904 288,117 2,371,694 Wendy L. Teramoto 26,805,082 305,939 2,371,694
  evidence_url: https://www.sec.gov/Archives/edgar/data/923120/000119312523005676/0001193125-23-005676-index.htm
- Shareholder Votes
  GREENBRIER COMPANIES INC shareholders approved Ratification of Appointment of Independent Auditors at the 2023-01-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-01-06
  source text: Proposal 3 : Ratification of Appointment of Independent Auditors A vote was taken at the Annual Meeting on the proposal to ratify the appointment of KPMG LLP as the Company’s independent auditors for the year ending August 31, 2023. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the ratification, or that abstained from voting were as follows: Votes for Approval Votes against Approval Votes Abstained 29,349,742 120,365 12,608
  evidence_url: https://www.sec.gov/Archives/edgar/data/923120/000119312523005676/0001193125-23-005676-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.