Form 8-K








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): November 10, 2015




(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:


¨ 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

(e) Compensatory Arrangements of Certain Officers.

2016 Bonus Program

The 2016 Executive Officer Bonus Program (the “Bonus Program”) of The Greenbrier Companies, Inc. (the “Company”), originally adopted on October 29, 2015, was amended on November 10, 2015. The Bonus Program provides that the Company’s executive officers, including its named executive officers, may earn bonuses based on Company and/or business unit financial performance during fiscal 2016. No bonuses will be paid unless the Company achieves at least the threshold level of performance against its corporate-level adjusted EBITDA goal.

One factor of the Bonus Program was substituted as it applies to named executive officer William Glenn, Senior Vice President and Chief Commercial Officer. As substituted, 20% of Mr. Glenn’s bonus opportunity is now based on EBIT for Greenbrier Leasing Company LLC (“GLC”) rather than return on invested capital for GLC.


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.


Date: November 10, 2015     By:  

/s/ Martin R. Baker

      Martin R. Baker

Senior Vice President, General Counsel and

Chief Compliance Officer