UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):April 2, 2007
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 1-13146
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Oregon
(State of Incorporation)
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93-0816972
(I.R.S. Employer Identification No.) |
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One Centerpointe Drive, Suite 200, Lake Oswego, OR
(Address of principal executive offices)
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97035
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
(b) Departure of Certain Officers.
Retirement of Mr. L. Clark Wood
Mr. L. Clark Wood is retiring from the position of President of Manufacturing
Operations of The Greenbrier Companies, Inc. (the “Company”) and Chief Executive Officer of
Gunderson LLC, effective April 30, 2007.
(e) Compensatory Arrangements of Certain Officers.
Restricted Stock Grants
On April 3, 2007, the Company approved the grants, to be effective April 4, 2007, of an
aggregate of 187,500 shares of the Company’s common stock to certain officers and employees of the
Company as restricted stock awards under the Company’s 2005 Stock Incentive Plan. The restricted
stock awards vest annually for periods of up to five years. Restricted stock awards were granted
to certain officers and employees of the Company, including those listed below:
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Number of Shares of Restricted |
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Stock Granted |
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Robin Bisson
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10,000 |
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Mark Rittenbaum
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10,000 |
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Consulting Agreement with Mr. Wood
In connection with Mr. Wood’s retirement, on April 2, 2007, the Compensation Committee of the
Board of Directors of the Company authorized entry into a consulting agreement between the Company
and Mr. Wood effective May 1, 2007.
The consulting agreement provides that we will pay Mr. Wood $7,500 per month for up to 40
hours of consulting services per month. In addition, if Mr. Wood works in excess of 40 hours per
month at the request of the Company, we will pay Mr. Wood an additional consulting fee in an amount
to be agreed upon. We will continue to pay Mr. Wood’s group health premiums during the term of the
agreement. Mr. Wood has agreed to comply with certain noncompetition and nonsolicitation covenants
for the term of the consulting agreement and for a period of two years thereafter.
The term of the agreement begins on May 1, 2007 and will be automatically extended and renewed
on May 1, 2008 and each successive anniversary of that date unless either Mr. Wood or the Company
gives the other party written notice of non-renewal not less than 30 days prior to the anniversary
date.
Annuity Contract for Mr. Wood
On April 2, 2007, the Compensation Committee also approved the Company’s purchase for Mr.
Wood’s benefit of an annuity contract that provides a monthly benefit in the amount of $970.00 for
the period of 180 months beginning June 2007. In addition, we will pay Mr. Wood the amount of
$121,276.87 at the time of the Company’s next regular payroll following the date of the annuity
purchase.