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) October 21, 2015
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-13146
| Oregon | 93-0816972 | |
| (State of Incorporation) | (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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On October 21, 2015, Victoria McManus, a member of the Board of Directors since 2009 and Chairman of the Compensation Committee, resigned from her position as a member of the Board of Directors. Ms. McManus’ decision to resign from the Board of Directors was a result of her decision to become an executive officer of the Company, and did not arise or result from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
Attached as Exhibit 99.1 and incorporated by reference herein is a copy of the Company’s press release regarding the resignation of Ms. McManus from the Board of Directors and her new position as an executive officer of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
(a) On October 21, 2015, the Board approved an amendment to the Company’s Bylaws in order to decrease the size of the Board from ten to nine directors.
A copy of the Amendment to the Bylaws of The Greenbrier Companies, Inc. is attached as Exhibit 3.1 and incorporated by reference herein.
Item 8.01 Other Events.
Executive Officer Appointment
On October 21, 2015, the Board of Directors appointed Victoria McManus (formerly a member of the Board of Directors), as Executive Vice President and Chief Strategic Officer of the Company, effective as of October 19, 2015.
New Compensation Committee Chair
On October 21, 2015, the Board of Directors appointed Duane McDougall as the Chairman of the Company’s Compensation Committee. Mr. McDougall succeeds Victoria McManus, who served as Chairman of the Compensation Committee since January 2015 and, as described above, has become an Executive Officer of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Amendment to the Bylaws of The Greenbrier Companies, Inc. dated October 21, 2015. | |
| 99.1 | Press Release dated October 22, 2015 entitled “Greenbrier Appoints Victoria McManus EVP and Chief Strategic Officer.” | |
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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 thereunto duly authorized.
| THE GREENBRIER COMPANIES, INC. | ||||||
| Date: October 21, 2015 | By: |
/s/ Mark J. Rittenbaum |
||||
| Mark J. Rittenbaum | ||||||
| Executive Vice President and | ||||||
| Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||
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Exhibit 3.1
Amendment to the Bylaws
RESOLVED , that Article III, Section 1 of the Amended and Restated Bylaws of the Company be, and it hereby is, amended to decrease the number of Directors which shall constitute the whole of the Board of Directors from ten Directors to nine Directors, effective immediately.
Adopted by the Board of Directors on October 21, 2015.
Exhibit 99.1
| News Release |
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|
One Centerpointe Drive Suite 200 Lake Oswego, Oregon 97035 503-684-7000 |
www.gbrx.com | |||
| For release: October 22, 2015, 6:00 a.m. ET | Contact: | Jack Isselmann, Public Relations | ||||
| Mark Rittenbaum, Investor Relations | ||||||
| Ph: (503) 684-7000 | ||||||
Greenbrier Appoints Victoria McManus EVP and Chief Strategic Officer
Lake Oswego, Oregon, October 22, 2015 — The Greenbrier Companies (NYSE: GBX) announced today that Victoria McManus has been named as Executive Vice President and Chief Strategic Officer, reporting to Chairman and CEO, William A. Furman.
In this newly created position, Ms. McManus will be responsible for developing and implementing strategic initiatives to diversify and grow the Company’s business and to enhance value from the Company’s integrated freight car manufacturing, aftermarkets, leasing and services business model. In addition to these responsibilities, Ms. McManus will oversee executive development efforts, public policy issues and corporate development activities. Effective upon her appointment as an executive officer of the Company, Ms. McManus resigned as a member of Greenbrier’s Board of Directors, a position she has held since 2009.
Ms. McManus’ credentials include over twenty years’ experience in the finance industry, with emphasis on the rail equipment sector. Ms. McManus was head of Babcock & Brown’s North American Rail Group, from its founding in 1999 until mid-2008. During this tenure, the Rail Group raised significant capital from the European and Asian markets for investment in rail assets placed under operating leases, and became a major participant in the rail equipment marketplace. Before joining Babcock & Brown, Ms. McManus was an executive with The CIT Group for ten years. Her last position at CIT was President of the Rail Division, where she changed the strategic direction of the business to a full service platform to provide both financial and equipment leasing services to the rail freight industry.
“We are delighted to have Victoria McManus join the senior management team at Greenbrier,” said Mr. Furman. “Victoria was instrumental in WL Ross & Co.’s investment in Greenbrier in 2009 and has added tremendous value as a director of Greenbrier since this time. I am sure Victoria will add considerable value as a senior member of our management team. She is a well-known leader in our industry, and has a keen understanding of the major drivers for our business. In her work on strategic planning for the Company’s future, Victoria will focus on business development, both externally through potential expansion of our core business competencies, and internally through organic growth, talent development and coaching. Victoria is a dynamic executive and a change agent. I am confident she will help us to continue to grow and diversify our business,” concluded Furman.
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| G reenbrier Appoints Victoria McManus EVP and Chief Strategic Officer (Cont.) | Page 2 |
Greenbrier, ( www.gbrx.com ), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry. Greenbrier builds new railroad freight cars in our 4 manufacturing facilities in the U.S. and Mexico and marine barges at our U.S. manufacturing facility. Greenbrier also sells reconditioned wheel sets and provides wheel services at 9 locations throughout the U.S. We recondition, manufacture and sell railcar parts at 4 U.S. sites. Greenbrier is a 50/50 joint venture partner with Watco Companies, LLC in GBW Railcar Services, LLC which repairs and refurbishes freight cars at 33 locations across North America, including 12 tank car repair and maintenance facilities certified by the Association of American Railroads. Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market through our operations in Poland. Greenbrier owns approximately 9,300 railcars, and performs management services for approximately 260,000 railcars.
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