Greenbrier Companies Inc 8-K, filed Jan 28, 2021
Greenbrier Companies Inc (GBX)
About this 8-K
Greenbrier Companies Inc filed this 8-K on January 28, 2021, reporting on events of January 25, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
Current Report
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 28, 2021, the Greenbrier Companies, Inc. (the “Company”) announced several senior management promotions, including that Mark Rittenbaum, the Company’s Executive Vice President, Chief Commercial & Leasing Officer, plans to retire at the close of the Company’s 2022 fiscal year.
| Item 7.01 | Regulation FD Disclosure |
On January 25, 2021, The Greenbrier Companies, Inc. issued the press release attached hereto as Exhibit 99.1 announcing the appointment of a new Lead Director.
On January 28, 2021, the Company issued the press release attached hereto as Exhibit 99.2 announcing several senior management promotions.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated January 25, 2021 of The Greenbrier Companies, Inc. announcing the appointment of a new Lead Director. | |
| 99.2 | Press Release dated January 28, 2021 of The Greenbrier Companies, Inc. announcing several senior management promotions. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: January 28, 2021 | By: | /s/ Martin R. Baker | ||||
| Martin R. Baker | ||||||
| Senior Vice President, Chief Compliance Officer and General Counsel | ||||||
Exhibit 99.1
| News Release |
| |
| One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000 | www.gbrx.com | |
| For release: January 25, 2021, 4:30 p.m. EST | Contact: Jack Isselmann, Media Relations Justin Roberts, Investor Relations 503-684-7000 | |
Greenbrier Appoints New Lead Director
~ Adm. Thomas Fargo assumes role from Duane McDougall, who continues as Independent Director ~
~ Furthers commitment to board refreshment and board leadership by independent directors ~
Lake Oswego, Oregon, January 25, 2021 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), announced today the appointment of four-star Admiral Thomas B. Fargo, USN (ret.) to the company’s Lead Director position. Fargo joined Greenbrier’s Board in 2015 as an Independent Director and has served as Chair of the Compensation Committee since 2017.
Fargo assumes the role of Lead Director from Duane McDougall, who held the position from 2014 to January 2021. McDougall previously served as the CEO of forest products company, Willamette Industries. McDougall serves on the board of Boise Cascade, where he was Board Chair from 2013-2015, and as Lead Director for privately-owned insurance and financial company, The Standard. He remains an Independent Director and member of all Greenbrier Board committees. Fargo continues as Compensation Committee Chair and as a member of the Nominating and Corporate Governance Committee.
In 2020, Fargo worked with McDougall and the Chairman of the Nominating and Corporate Governance Committee, Kelly Williams, to adopt a policy that upon the retirement of Chairman and CEO William A. Furman in 2022, only independent directors will be eligible to serve as Board Chair.
“I am pleased to add the role of Lead Director and continue my contributions to Greenbrier,” said Fargo. “Our Board is deeply committed to member refreshment and good governance practices. Together with our other Board colleagues, we will continue to pursue Director and management succession planning, Director education, Board recruitment and socially responsible policies concerning respect for people and the environment. Active engagement with Shareholders throughout the year continues as a top priority for our Board and management team. We are deeply grateful to our Shareholders for their confidence in Greenbrier.”
Fargo joined Greenbrier’s Board of Directors in 2015 as a retired military commander with subsequent private sector experience in defense, maritime and other transportation industries. As Commander of the U.S. Pacific Command (2002-2005), he led the world’s largest unified command while directing the joint operations of the Army, Navy, Marine Corps and Air Force in the Pacific Theater, a geographic area encompassing over six million square miles. In this role, Fargo acted as U.S. military representative for collective defense arrangements in the Pacific, ultimately responsible to the President and the Secretary of Defense through the Chairman, Joint Chiefs of Staff. Fargo’s naval career included six tours in Washington, D.C. and extensive duties in the Pacific, Indian Ocean and Middle East, including serving as Commander-in-Chief of the U.S. Pacific Fleet and Commander of the Naval Forces of the Central Command based in Bahrain in the Arabian Gulf.
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| Greenbrier Appoints New Lead Director (cont.) | Page 2 |
Fargo also serves on the board of directors for Hawaiian Electric Industries, Matson and USAA, the private, member-owned insurer and financial services company. In 2020, Fargo completed nine years as Board Chair of Huntington Ingalls Industries, America’s largest military shipbuilder and manufacturer of nuclear submarines and aircraft carriers. He also earlier served on the boards of Northrop Grumman Corporation, Alexander & Baldwin, Inc. and Hawaiian Airlines.
“We are fortunate to have an experienced and accomplished Board of Directors, with four members being appointed within the last five years. Nine out of Greenbrier’s 10 directors qualify as independent. Each of our directors brings valuable perspectives as we execute our strategy, drive market competitiveness and enhance value for all Greenbrier stakeholders,” said Furman. “In addition to Admiral Fargo’s experience on our Board, during the past five years, he is also well-versed in governance practices that will influence important business dynamics in the years ahead. Tom, Duane and Kelly have led Greenbrier’s Board on several best governance practices. In 2020, along with Independent Director Wanda Felton, this group refreshed our diversity and inclusion policies, including launching our IDEAL commitment, displaying our dedication to respect for people. These directors and their Board colleagues have championed Greenbrier’s talent pipeline and environmental, social and governance programs. We look forward to Admiral Fargo’s expanded contributions as Lead Director. Speaking for our Board, we also thank Duane McDougall for his outstanding contributions to Greenbrier during his time as Lead Director.”
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 and marine barges in North America. Greenbrier Europe is an end-to-end freight railcar manufacturing, engineering and repair business with operations in Poland, Romania and Turkey that serves customers across Europe and in the nations of the Gulf Cooperation Council. Greenbrier builds freight railcars and rail castings in Brazil through two separate strategic partnerships. We are a leading provider of freight railcar wheel services, parts, repair, refurbishment and retrofitting services in North America through our wheels, repair & parts business unit. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and related transportation industries in North America. Through unconsolidated joint ventures, we produce industrial and rail castings, and other components. Greenbrier owns a lease fleet of 8,400 railcars and performs management services for 407,000 railcars. Learn more about Greenbrier at www.gbrx.com.
“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements, including any statements that are not purely statements of historical fact. These forward-looking statements may include, without limitation, statements about succession management as well as other information regarding future performance and strategies. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements.
Information on these risks and other potential factors that could cause our results to differ from our forward-looking statements is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and subsequent Form 10-Q filing. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.
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Exhibit 99.2
| News Release |
| |
| One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 503-684-7000 | www.gbrx.com | |
| For release: January 28, 2021, 4:30 p.m. EST | Contact: Jack Isselmann, Media Relations Justin Roberts, Investor Relations Ph: 503-684-7000 |
Greenbrier Announces Senior Management Promotions
~ Continues commitment to talent pipeline ~
Lake Oswego, Oregon, January 28, 2021 – The Greenbrier Companies, Inc. (NYSE: GBX) (“Greenbrier”), a leading international supplier of equipment and services to global freight transportation markets, today announced several senior management promotions.
Active succession planning continues as a core company objective. Greenbrier benefits from developing and advancing a pipeline of talented and dedicated future leaders. Today’s announcements include leadership changes in the following business units: Commercial & Leasing; Greenbrier Manufacturing Organization (GMO); Greenbrier Rail Services (GRS); Greenbrier Management Services (GMS), and in Human Resources.
Commercial & Leasing—North and South America
Organizational changes in the Commercial & Leasing group anticipate the planned retirement of Mark Rittenbaum. Brian Comstock has been appointed to Chief Commercial & Leasing Officer by Greenbrier’s Board of Directors, effective immediately. After more than 35 years of service to Greenbrier, Rittenbaum will retire in August 2022. Remaining an Executive Vice President and Senior Advisor to the Chairman, he will aid the Commercial & Leasing group in its transition to new leadership. He will continue to advance the Commercial & Leasing group’s work to strengthen Greenbrier’s Leasing model, with the aim of broader customer reach and enhanced shareholder value. Rittenbaum continues to report to William A. Furman, Chairman and CEO, and will take on special projects and other duties as assigned.
In his new position, Comstock executes Greenbrier’s go-to-market strategy in North America and South America. He also continues to direct all Greenbrier Commercial & Leasing strategies in the Americas. Comstock began his career in the railroad industry in 1980. Prior to joining Greenbrier in 1998, he served in commercial and operational roles at PLM Leasing, Transco Railway Products, Inc. and Trinity Industries. At Greenbrier, Comstock steadily advanced from a Commercial Team member, to Vice President, Sales, to Vice President, Sales and Marketing. In April 2018, Comstock was appointed Executive Vice President, Sales and Marketing, North and South America. He serves on the boards of Greenbrier’s manufacturing joint ventures in Mexico and Brazil and interacts closely, on an advisory basis, with Greenbrier teams in Europe and the Gulf Cooperation Council nations.
Furman said, “Greenbrier President and COO Lorie Tekorius and I have worked with Mark and Brian over many years in our Commercial & Leasing business. With Brian now performing his important new role and Mark’s help with a strong transition, Greenbrier is well-positioned to continue to grow and strengthen its commercial and leasing platforms for the future. For decades, both Mark and
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| Greenbrier Announces Senior Management Promotions (Cont.) | Page 2 |
Brian have contributed to Greenbrier’s financial success and market competitiveness. They have driven the expansion of our product portfolios through successful interface with our manufacturing and engineering teams under the leadership of GMO President Alejandro Centurion. Together with other team members they developed multiple long-term railcar purchase agreements and strong customer relationships. Through their leadership, Greenbrier has grown its lease investor and customer base, contributing to sustained cash flow and shareholder value. Mark and Brian were both critical to executing the successful 2019 ARI acquisition, and in facilitating market expansions around the world.”
Greenbrier Manufacturing Organization
With Alejandro Centurion’s leadership, the GMO business unit continues to advance its talent pipeline. William Krueger, Senior Vice President GMO, has assumed responsibility for Greenbrier facilities in Arkansas and Missouri acquired in the ARI acquisition. He also now manages all Greenbrier manufacturing automation and process development, reporting to Owen Whitehall, GMO Executive Vice President, North American Operations. Krueger brings decades of advanced manufacturing experience to his new assignment from senior management positions at major automotive manufacturers including Toyota, Nissan and General Motors.
Greenbrier Rail Services & Greenbrier Management Services
GRS, comprised of Greenbrier’s wheels, parts and repair facilities, is now led by Rick Galvan. He joined Greenbrier in October 2019 as Senior Vice President, Operations for GRS. Galvan succeeds Rick Turner, who led GRS since 2013 and retired on December 31, 2020. Galvan has 30 years in the railroad industry at three Class I railroads. He most recently worked with Canadian National as its Chief Mechanical Officer, where he led a cross-functional team focused on U.S. and Canadian railcar and locomotive operations.
Dan Weiler, head of Greenbrier Management Services, now reports to Tekorius, along with Galvan. Weiler and Galvan will drive synergies between the GRS and GMS railcar aftermarket businesses.
Human Resources
In Human Resources, Laurie Dornan has been promoted to Senior Vice President, Chief Human Resources Officer. Dornan works with business units to help drive talent development and succession planning efforts at Greenbrier. In addition, she manages compensation and benefits strategy along with human resources programs and initiatives. Dornan joined Greenbrier in 2014 and has more than 20 years of professional experience in human resources.
“These executive leadership advancements support Greenbrier’s policy to effectively develop future generations of talent while maintaining continuity in our current strategies and operations,” Furman said. “I am confident these organizational changes and a continued keen focus on leadership development will help Greenbrier grow now and into the future.”
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| Greenbrier Announces Senior Management Promotions (Cont.) | Page 3 |
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 and marine barges in North America. Greenbrier Europe is an end-to-end freight railcar manufacturing, engineering and repair business with operations in Poland, Romania and Turkey that serves customers across Europe and in the nations of the Gulf Cooperation Council. Greenbrier builds freight railcars and rail castings in Brazil through two separate strategic partnerships. We are a leading provider of freight railcar wheel services, parts, repair, refurbishment and retrofitting services in North America through our wheels, repair & parts business unit. Greenbrier offers railcar management, regulatory compliance services and leasing services to railroads and related transportation industries in North America. Through unconsolidated joint ventures, we produce industrial and rail castings, and other components. Greenbrier owns a lease fleet of 8,400 railcars and performs management services for 407,000 railcars. Learn more about Greenbrier at www.gbrx.com.
“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements, including any statements that are not purely statements of historical fact. These forward-looking statements include, without limitation, statements about succession management as well as other information regarding continuity, future performance and strategies. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements.
Information on risks and other potential factors that could cause our results to differ from our forward-looking statements is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and subsequent Form 10-Q filing. Except as otherwise required by law, the Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof.
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