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): April 7, 2009
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective April 7, 2009, the Board of Directors of The Greenbrier Companies, Inc. (the
Company) approved an amendment to Article II, Section 9 and Article III, Section 6 of the
Companys Amended and Restated Bylaws.
The amendment to Article II, Section 9 and Article III, Section 6 of the Companys Amended and
Restated Bylaws extends certain requirements of Article II, Section 9(c) to special meetings of the
shareholders and to shareholder action taken by written consent, and requires shareholders
disclosure of their interest in the Company to include derivative instruments.
The amendment to the Amended and Restated Bylaws of the Company is effective as of April 7,
2009. The foregoing description of the amendment to the Companys bylaws is not complete and is
qualified in its entirety by reference to the text of the amendment to the bylaws of the Company
attached as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No.
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Description
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3.1
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Amendment to the Amended and Restated Bylaws of the Company
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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 hereunto duly authorized.
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THE GREENBRIER COMPANIES, INC.
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Date: April 13, 2009
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By:
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/s/ Mark J. Rittenbaum
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Mark J. Rittenbaum,
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Executive Vice President, Treasurer
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Chief Financial Officer (Principal
Financial Officer)
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Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED
BYLAWS
OF THE GREENBRIER COMPANIES, INC.
In accordance with Article XI of the Companys Amended and Restated Bylaws, Article II, Section 9
and Article III, Section 6 of the Companys Amended and Restated Bylaws are amended in their
entirety as follows:
Article II, Section 9
is amended in its entirety to read as follows:
Section 9.
Order of Business
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(a) The President, or such other officer of the corporation as shall be
designated by the Board of Directors, shall call meetings of the
shareholders to order and shall act as presiding officer thereof. Unless
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer shall also have the authority in his or her sole
discretion to regulate the conduct of any such meeting, including, without
limitation, by imposing restrictions on the persons (other than shareholders
of the corporation or their proxies) who may attend such meeting, by
ascertaining whether any shareholder or his or her proxy may be excluded
from such meeting based upon any determination by the presiding officer, in
his or her discretion, that any such person has disrupted or is likely to
disrupt the proceedings thereat, and by determining the circumstances in
which any person may make a statement or ask questions at such meeting. The
presiding officer shall exercise his or her discretion in accordance with
Section 60.209 of Oregon Revised Statutes (or any successor provision).
(b) Other than a nomination of a candidate for election as a director,
which shall be governed by Article III, Section 6, no business may be
transacted or conducted at any meeting of shareholders other than business
that is a proper matter for shareholder action and that is (i) specified in
the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by any shareholder of the
corporation (A) who is a shareholder of record on the date of the giving of
notice for such meeting and on the record date for the determination of
shareholders entitled to vote at such meeting and (B) who complies with the
notice procedures in this Section 9. If the presiding officer of a meeting
determines that business was not properly brought before such meeting in
accordance with the procedures in this Section 9, the presiding officer
shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.
(c)
Annual Meetings
.
(i) In addition to any other applicable requirements, including,
without limitation, requirements relating to solicitations of proxies under
the Securities Exchange Act of 1934, as amended (the Exchange Act), and
the rules and regulations promulgated thereunder, for business to be
properly brought before an annual meeting of shareholders by a shareholder
(other than a nomination of a candidate for election as a director, which
shall be governed by Article III, Section 6), such shareholder must have
given timely notice thereof in proper written form to the Secretary. To be
timely, a shareholders notice must be received by the Secretary at the
principal executive offices of the corporation not less than 120 calendar
days prior to the date that the corporations proxy statement for the annual
meeting of shareholders was released to shareholders in the previous year.
(ii) To be in proper written form, a shareholders notice to the
Secretary must set forth as to each matter such shareholder proposes to
bring before the annual meeting (v) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (w) the name and record
address of such shareholder, (x) the class or series and number
of shares of capital stock of the corporation which are owned beneficially or
of record by such shareholder or in which such shareholder has an economic
interest through derivative instruments, (y) a description of all
arrangements or understandings between such shareholder and any other person
or persons (including their names) in connection with the proposal of such
business by such shareholder and any material interest of such shareholder
in such business, and (z) a representation that such shareholder intends to
appear in person or by proxy at the annual meeting to bring such business
before the meeting.
(d)
Special Meetings
. In addition to any other applicable requirements,
including, without limitation, requirements relating to solicitations of
proxies under the Exchange Act, and the rules and regulations promulgated
thereunder, for business to be properly brought before a special meeting of
shareholders by a shareholder (other than a nomination of a candidate for
election as a director, which shall be governed by Article III, Section 6),
at the time of, and included within the written demand for the special
meeting prescribed by Article II, Section 3, such shareholder must set forth
in such demand as to each matter such shareholder proposes to bring before
the special meeting, the information prescribed by Article II, Section
9(c)(ii) above.
(e)
Written Consents
. In the case of shareholder action by written
consent, the shareholder seeking to have the shareholders authorize or take
corporate action (other than a nomination of a candidate for election as a
director,
which is covered by Article III, Section 6) by written consent
shall, by written notice to the Secretary, set forth the information
prescribed in clause (ii) of Section 9(c) above and request the Board of
Directors to fix a record date for determining shareholders entitled to
consent to corporate action in writing without a meeting. The Board of
Directors shall promptly, but in no event later than the tenth day after the
date on which such notice is received, adopt a resolution fixing such record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no record
date is fixed by the Board of Directors within such time period, such record
date shall be determined in accordance with the provisions of Section 60.211
of Oregon Revised Statutes (or any successor provision).
* * *
Article III, Section 6
is amended in its entirety to read as
follows:
Section 6.
Nomination of Directors
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(a) If the presiding officer at a meeting of the shareholders
determines that a nomination has not been made in accordance with the
procedures set forth in this Article III, Section 6, the presiding officer
shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded. Nominations of persons for
election to the Board of Directors may be made at any annual meeting of
shareholders or at any special meeting of shareholders called for such
purpose (i) by or at the direction of the Board of Directors or (ii) by any
shareholder of the corporation (A) who is a shareholder of record on the
date of the giving of notice provided for in this Article III, Section
6(b)(ii), and on the record date for the determination of shareholders
entitled to vote at such meeting and (B) who complies with the notice
procedures in this Article III, Section 6(b)(ii). In addition to any other
applicable requirements, for a nomination to be made by a shareholder, such
shareholder must have given notice thereof in proper written form to the
Secretary, and in the case of an annual meeting of shareholders, such notice
must have been timely given. Only persons who are nominated in accordance
with the procedures in this Article III, Section 6 shall be eligible for
election as Directors.
(b)
Annual Meetings
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(i) To be timely, a shareholders notice for an annual meeting of
shareholders must be received by the Secretary at the principal executive
offices of the corporation not less than 120 calendar days prior to the
date that the
corporations proxy statement for the annual meeting of
shareholders was released to shareholders in the previous year.
(ii) To be in proper written form, a shareholders notice to the
Secretary for an annual meeting of shareholders must (i) set forth as to
each person whom the shareholder proposes to nominate for election as a
director (A) the name, age, business address and residence address of the
nominee, (B) the principal occupation or employment of the nominee, (C) the
class or series and number of shares of capital stock of the corporation
which are owned beneficially or of record by the nominee or in which such
nominee has an economic interest through derivative instruments, and (D) any
other information relating to the nominee that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant
to Section 14 of the Exchange Act, and the rules and regulations promulgated
thereunder; and (ii) set forth as to the shareholder giving the notice (A)
the name and record address of such shareholder, (B) the class or series and
number of shares of capital stock of the corporation which are owned
beneficially or of record by such shareholder or in which such shareholder
has an economic interest through derivative instruments, (C) a description
of all arrangements or understandings between such shareholder and each
proposed nominee and any other person or persons (including their names)
pursuant to which the nomination or nominations are to be made by such
shareholder, (D) a representation that such shareholder intends to appear in
person or by proxy at the annual meeting to nominate the persons named in
the notice and (E) any other information relating to such shareholder that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a
signed written consent of each proposed nominee to being named as a nominee
and to serve as a director if elected.
(c)
Special Meetings
. To be in proper written form, at the time of,
and included within the written demand for the special meeting prescribed by
Article II, Section 3, such shareholder must set forth in such demand as to
each nominee the information prescribed by Section 6(b)(ii) above.
(d)
Written Consents
. In the case of shareholder action by written
consent with respect to the election by shareholders of a candidate as
director, the shareholder seeking to have the shareholders elect such
candidate by written consent shall, by written notice to the Board of
Directors, set forth the information prescribed in Section 6(b)(ii) and
request the Board of Directors to fix a record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting. The Board of Directors shall promptly, but in no event later than
the tenth day after the date on which such notice is received, adopt a
resolution fixing such record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten days after the
date upon which the resolution fixing the record date is adopted by the
Board of Directors. If no record date is fixed by the Board of Directors
within such time period, such record date shall be determined in accordance
with the provisions of Section 60.211 of Oregon Revised Statutes (or any
successor provision).