Greenbrier Companies (NYSE:GBX) held its 2026 annual meeting of shareholders with Board Chair Admiral Tom Fargo presiding. The company said shareholders were able to submit questions online ahead of the meeting, but no questions were ultimately received through the web portal.
Meeting formalities and forward-looking statement notice
Chief Legal and Compliance Officer Christian Luckey, serving as Inspector of Elections, said notice of the meeting was provided to shareholders on Nov. 17, 2025, and that a quorum was present in person or by proxy, allowing the meeting to proceed. Luckey also reminded participants that portions of the meeting could include forward-looking statements and noted that actual results could differ materially due to risks and uncertainties described in Greenbrier’s most recently filed Form 10-K and other SEC filings.
Five proposals put to a vote
Luckey reviewed five proposals submitted for shareholder consideration and said the company had not received notice of any additional matters in accordance with its bylaws.
- Election of directors: Shareholders voted on five nominees. The board recommended Wanda F. Felton, Graeme A. Jack, and Wendy L. Teramoto as Class II directors for three-year terms. Luckey added that, under the company’s bylaws, directors appointed by the board must stand for election at the next annual meeting. He said the board appointed Jeffrey M. Songer as a Class I director and Stephen B. Dobbs as a Class III director in June 2025, and both were standing for election at the meeting.
- Advisory vote on executive compensation (“Say-on-Pay”): The company described the vote as non-binding but said it provides useful shareholder feedback for the compensation committee. Greenbrier said a significant portion of executive pay is tied to financial and business goals aligned with the company’s strategy.
- Approval of the 2021 Stock Incentive Plan as amended: The board approved an amendment in October, subject to shareholder approval. The company said the amendment included adding 1 million shares to the pool available for issuance under the plan, which it described as intended to help attract, retain, and motivate officers, directors, and other eligible participants.
- Approval of amended and restated Articles of Incorporation to increase authorized common stock: The board approved a proposal—based on a recommendation from the nominating and corporate governance committee—to increase authorized common shares from 50 million to 100 million. Greenbrier said the change is intended to allow the board to issue additional shares when it determines such issuance would benefit the company without requiring further shareholder action.
- Ratification of auditors: Shareholders were asked to ratify KPMG as the company’s independent auditor for fiscal year 2026. A representative from KPMG attended the meeting and was available to address properly submitted questions related to the audit, the company said.
Preliminary results: all proposals approved
After the polls closed, Luckey reported preliminary results showing that shareholders approved all proposals. He said all director nominees were elected, the advisory vote on executive compensation was approved, the amendments to the stock incentive plan were approved, the increase in authorized common stock was approved, and KPMG was ratified as independent auditor.
Luckey added that Greenbrier planned to file a Form 8-K to report confirmed voting results.
No shareholder Q&A submitted
Senior Vice President of Communications and External Affairs Jack Isselman said the company did not receive any questions through the web portal, concluding the meeting’s Q&A portion without discussion.
Fargo adjourned the meeting after confirming there were no additional matters properly brought before shareholders.
About Greenbrier Companies (NYSE:GBX)
The Greenbrier Companies, headquartered in Lake Oswego, Oregon, is a leading supplier of freight transportation equipment and services. The company designs, engineers and manufactures railroad freight cars—such as intermodal well cars, covered hoppers, tank cars and double-stack cars—as well as marine barges for domestic and international customers. Beyond original equipment production, Greenbrier provides aftermarket services including maintenance, repair, refurbishment and mechanical overhauls under long-term service agreements.
Greenbrier’s operations are organized into OEM and aftermarket segments, with manufacturing facilities and engineering centers across North America, Europe and Russia.
