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) June 27, 2023

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

(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):

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 27, 2023, the Board of Directors of the Company increased the size of the Board from ten to eleven members and elected Patrick J. Ottensmeyer to serve on its Board beginning on June 29, 2023. Mr. Ottensmeyer has not yet been appointed to serve as a member of any Board committee.

Mr. Ottensmeyer will participate in the Company’s compensation program for directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 14, 2022.

Item 7.01 Regulation FD Disclosure

On June 28, 2023, The Greenbrier Companies, Inc. issued the press release attached hereto as Exhibit 99.1 announcing the election of Mr. Ottensmeyer to the Greenbrier Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

EX-99.1

Exhibit 99.1

Greenbrier Adds Patrick Ottensmeyer as Independent Director to Board of Directors

Former KCS CEO Patrick J. Ottensmeyer elected to Board of Directors

Greenbrier’s Board of Directors increases to 11 members

New director brings substantial rail industry expertise to Greenbrier

Lake Oswego, Oregon, June 28, 2023 – The Greenbrier Companies, Inc. (NYSE:GBX) announced today the election of Patrick J. Ottensmeyer to the Company’s Board of Directors. The election of Ottensmeyer increases Greenbrier’s Board from 10 to 11 members, nine of whom are independent directors.

Ottensmeyer served as President and CEO of Kansas City Southern (KCS), a Class I railroad, from 2015 to 2023 until the completion of the merger creating Canadian Pacific Kansas City (CPKC) in 2023. From 2008 to 2015, he was Executive Vice President of Sales and Marketing at KCS. Earlier, from 2006 to 2008, he was Executive Vice President and Chief Financial Officer at the railroad.

Ottensmeyer is the U.S. Chairman of the U.S. Chamber of Commerce’s U.S.-Mexico Economic Council (USMXECO). In this role, he presides over the U.S.-Mexico CEO Dialogue, which occurs twice annually. He oversees the Council’s extensive agenda of engagement with public- and private-sector leaders in the U.S. and Mexico to strengthen bilateral commercial ties. As leader of the U.S.-Mexico CEO Dialogue, Ottensmeyer was instrumental in representing business interests during the formation of the United States-Mexico-Canada Agreement (USMCA) from 2017-2020.

Ottensmeyer is the Co-Chair of the Brookings Institute USMCA Initiative, a group focused on building more integrated and resilient supply chains. He serves as Chair of the Truman Library Institute, the member-supported, nonprofit partner of the President Harry S. Truman Library & Museum.

In 2023, Ottensmeyer received the NARS Edward R. Hamberger Lifetime Achievement Award and in 2022, he was the recipient of Ingram’s Executive of the Year Award. Also in 2022, he and Keith Creel won Railway Age’s Co-Railroaders of the Year Award, in connection with the CP and KCS merger. He received the Railway Age Railroader of the Year recognition for the first time in 2020 and in 2019 he was the recipient of Progressive Railroading’s Railroad Innovator Award.

“Pat’s experience in operating international businesses with strong regulatory oversight will be invaluable to Greenbrier. In addition to his unique experience leading a company that connects the entire North American economy, he is committed to continuous improvement and collaboration. Pat’s leadership role in the CPKC merger demonstrates his vision for economic growth and supply chain integration. Through CPKC, Pat helped create the first fully-integrated rail freight route spanning all three nations of North America. The Board is confident he will provide important perspectives as we continue to execute our strategy, drive profitability and enhance value for all Greenbrier shareholders,” said Thomas Fargo, Greenbrier Board Chair.

-More-

Lorie Tekorius, CEO and President added, “As a thoughtful and influential leader, Pat has brought growth and innovation to the rail industry’s most complex challenges, including deep involvement during the creation of the USMCA. His leadership in U.S.-Mexico trade relations is unmatched, with decades of experience leading in both business environments. With more than 10,000 of our employees based in the United States and Mexico, we will value his insights into our business which relies heavily on effective management of trade and labor issues between the U.S. and Mexico. Greenbrier is fortunate to have Pat join our Board of Directors.”

About Greenbrier

Greenbrier, headquartered in Lake Oswego, Oregon, is a leading international supplier of equipment and services to global freight transportation markets. Greenbrier designs, builds, and markets freight railcars in North America, Europe and Brazil through its wholly-owned subsidiaries and joint ventures. We are a leading provider of freight railcar wheel services, parts, maintenance and retrofitting services in North America through our rail services business unit. Greenbrier owns a lease fleet of 12,300 railcars that originate primarily from Greenbrier’s manufacturing operations. As of March 31, 2023, Greenbrier manages 438,000 railcars and offers railcar management, regulatory compliance services and leasing services to railroads and other North American railcar owners. Learn more about Greenbrier at www.gbrx.com.

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