---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-004806"
form_type: "8-K"
ticker: "GBX"
cik: "0000923120"
company_name: "GREENBRIER COMPANIES INC"
filed_at: "2024-01-09T23:59:59+00:00"
generated_at: "2026-06-07T01:47:19.670870+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Greenbrier shareholders elect three directors, approve say-on-pay and ESPP amendment

## Summary
- Patrick J. Ottensmeyer, Lorie L. Tekorius, and Kelly M. Williams elected Class III directors with >25.5M votes each.
- Advisory vote on 2023 executive compensation approved: 25.6M for, 592k against, 51k abstain.
- Shareholders recommended annual advisory vote on exec compensation (23.9M for 1-year, 2.3M for 3-year).
- Amendment and restatement of 2014 Employee Stock Purchase Plan approved: 26.2M for, 69k against.
- Ratification of KPMG as independent auditors for FY2024 approved: 28.1M for, 206k against.

## SEC filing metadata
- accession: 0001193125-24-004806
- form_type: 8-K
- ticker: GBX
- cik: 0000923120
- company_name: GREENBRIER COMPANIES INC
- filed_at: 2024-01-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/923120/000119312524004806/0001193125-24-004806-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/923120/000119312524004806/d55365d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-004806
- JSON: https://secwatch.observer/filing/0001193125-24-004806.json
- Plain text: https://secwatch.observer/filing/0001193125-24-004806.txt

## Key facts
- Shareholder Votes
  GREENBRIER COMPANIES INC shareholders approved Advisory Approval of Executive Compensation at the 2024-01-05 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-01-05
  source text: A vote was taken at the Annual Meeting on the proposal to approve as a non-binding advisory resolution the 2023 compensation of the Company’s named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/923120/000119312524004806/0001193125-24-004806-index.htm
- Shareholder Votes
  GREENBRIER COMPANIES INC shareholders approved Ratification of Appointment of Independent Auditors at the 2024-01-05 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-01-05
  source text: 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, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/923120/000119312524004806/0001193125-24-004806-index.htm
- Shareholder Votes
  GREENBRIER COMPANIES INC shareholders approved Approve Amendment and Restatement of the 2014 Employee Stock Purchase Plan, As Amended at the 2024-01-05 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-01-05
  source text: A vote was taken at the Annual Meeting on the proposal to amend and restate the Company’s 2014 Employee Stock Purchase Plan, as amended (the “2014 Plan,” and as amended and restated, the “ESPP”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/923120/000119312524004806/0001193125-24-004806-index.htm
- Shareholder Votes
  GREENBRIER COMPANIES INC shareholders approved Advisory Approval of Frequency of Executive Compensation Vote at the 2024-01-05 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2024-01-05
  source text: A vote was taken at the Annual Meeting to advise on the frequency of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/923120/000119312524004806/0001193125-24-004806-index.htm
- Shareholder Votes
  GREENBRIER COMPANIES INC shareholders approved Election of three Class III Directors at the 2024-01-05 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-01-05
  source text: Patrick J. Ottensmeyer, who was appointed to the Board in June 2023, Lorie L. Tekorius, and Kelly M. Williams were elected as Class III Directors to serve a three-year term, until the Annual Meeting of Shareholders in 2027, or until their respective successors are qualified and elected.
  evidence_url: https://www.sec.gov/Archives/edgar/data/923120/000119312524004806/0001193125-24-004806-index.htm

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