UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☑ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
The Greenbrier Companies, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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THE GREENBRIER COMPANIES, INC.
ONE CENTERPOINTE DRIVE, STE 200
LAKE OSWEGO, OR 97035
V80334-P37418
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You invested in THE GREENBRIER COMPANIES, INC. and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on January 7, 2026.
Get informed before you vote
View the Notice and Proxy Statement and Annual Report/10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to December 24, 2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
*Please check the meeting materials for any special requirements for meeting attendance.
Vote at www.ProxyVote.com
THIS IS NOT A VOTABLE BALLOT
| This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. |
| Voting Items | Board Recommends | |||
| 1. Election of Directors: | ||||
| Nominees: | ||||
| 1a. Stevan B. Bobb |
| For | ||
| 1b. Wanda F. Felton |
| For | ||
| 1c. Graeme A. Jack |
| For | ||
| 1d. Jeffrey B. Songer |
| For | ||
| 1e. Wendy L. Teramoto |
| For | ||
| 2. Advisory approval of the compensation of the Company’s named executive officers. |
| For | ||
| 3. Approval of The Greenbrier Companies, Inc. 2021 Stock Incentive Plan, As Amended, and the reservation of shares thereunder. |
| For | ||
| 4. Approval of Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock. |
| For | ||
| 5. Ratification of the appointment of KPMG LLP as the Company’s independent auditors for fiscal 2026. |
| For | ||
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | ||||
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V80335-P37418