5 nominees · 5 ballot items.
Five proposals are being voted on: Election of Directors; Advisory Approval of Executive Compensation; Approval of the 2021 Stock Incentive Plan, As Amended; Approval of Amended and Restated Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock; and Ratification of the Appointment of Independent Auditors.
The Board recommends voting FOR all director nominees (Bobb, Felton, Jack, Songer, and Teramoto) to serve terms and maintain board independence.
Say-on-Pay vote on the compensation of Greenbrier’s named executive officers for fiscal 2025; advisory and non-binding.
Board-approved amendment to the 2021 Stock Incentive Plan, As Amended, including an additional 1,000,000 shares and governance provisions; requires shareholder approval.
Increase authorized common stock from 50,000,000 to 100,000,000 shares to provide flexibility for capital-raising, equity awards and other corporate purposes; may dilute existing holders.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.8% | 3,334,299 | $176M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.1% | 2,209,349 | $116M |
| 3 | TORONTO DOMINION BANK | 6.2% | 1,907,755 | $100M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 6.1% | 1,899,782 | $100M |
| 5 | AMERICAN CENTURY COMPANIES INC | 4.9% | 1,521,797 | $80M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,329,046 | $70M |
| 7 | STATE STREET CORP | 3.8% | 1,182,631 | $62M |
| 8 | BlackRock, Inc. | 3.3% | 1,035,904 | $55M |
| 9 | Broad Bay Capital Management, LP | 2.6% | 801,752 | $42M |
| 10 | LSV ASSET MANAGEMENT | 2.5% | 786,311 | $41M |
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