Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

On January 6, 2021, the shareholders of The Greenbrier Companies, Inc. (the "Company") approved The Greenbrier Companies, Inc. 2021 Stock Incentive Plan (the "2021 Plan") at the Company's 2021 Annual Meeting of Shareholders (the "Annual Meeting"). The 2021 Plan was previously approved by the Company's Board of Directors (the "Board"), upon recommendation by the Company's Compensation Committee (the "Committee"), subject to shareholder approval at the Annual Meeting. The 2021 Plan became effective on January 6, 2021, immediately following the Annual Meeting. The 2021 Plan replaces The Greenbrier Companies, Inc. 2017 Amended and Restated Stock Incentive Plan (the "2017 Plan"). No new awards will be granted under the 2017 Plan.

The following is a summary of the principal provisions of the 2021 Plan. The following summary does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Plan, which was attached as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on November 12, 2020 (the "Definitive Proxy Statement") and is incorporated herein by reference. In addition, a more detailed summary of the 2021 Plan can be found on pages 46-51 of the Definitive Proxy Statement, which description is incorporated herein by reference.

The 2021 Plan authorizes the issuance of an additional 1,500,000 shares of the Company's Common Stock. In addition to these newly authorized shares, any shares previously reserved and available for issuance, but not issued or subject to outstanding awards, under the 2017 Plan as of the effective date of the 2021 Plan will become available for issuance under the 2021 Plan, as will any shares that are subject to outstanding awards under the 2017 Plan as of the effective date of the 2021 Plan to the extent such shares are not issued and cease to be subject to such awards following the effective date of the 2021 Plan, up to an aggregate maximum of 1,349,569 shares.

The Board or the Committee is authorized to administer the 2021 Plan. The Board or the Committee may delegate concurrent administration of the 2021 Plan to other committees consisting of one or more members of the Board or to one or more officers in accordance with the 2021 Plan's terms and any conditions established by the Board or the Committee. The plan administrator is authorized to select the individuals to be granted awards and, subject to the terms of the 2021 Plan, to determine the types of awards to be granted, the number of shares subject to awards and the other terms, conditions and provisions of such awards.

Awards may be granted under the 2021 Plan to the Company's employees, officers, directors, consultants, agents, advisors and independent contractors and those of the Company's affiliates. Under the 2021 Plan, the Committee may grant stock awards, restricted stock and stock units, performance awards, stock options, stock appreciation rights and other stock or cash-based awards.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision

of the Code of Ethics

On January 6, 2021, as part of its ordinary course recurrent review of Company codes and policies, the Board adopted amendments to the Company's Code of Business Conduct and Ethics (the "Code"), which applies to each of the Company's officers, directors, employees, agents and representatives. The amendments were adopted to, among other things, more fully describe procedures for identifying and reporting potential conflicts of interest.

The new Code, as amended, supersedes the Company's existing Code of Business Conduct and Ethics previously adopted by the Board. The adoption of the new Code did not relate to or result in any waiver, whether explicit or implicit, of any provision of the existing code. The foregoing description of the new Code does not purport to be complete and is qualified in its entirety by reference to the full text of the new Code, as amended, a copy of which is attached hereto as Exhibit 14.1 and incorporated herein by reference.

The new Code, as amended, is available under the "Investors" section of the Company's website, located at https://investors.gbrx.com/corporate-governance. The contents of the Company's website are not incorporated by reference in this report or made a part hereof for any purpose.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of the Company held virtually on January 6, 2021, five proposals were voted upon by the Company's shareholders. A brief discussion of each proposal voted upon at the Annual Meeting and the number of votes cast for, against or withheld, as well as abstentions and broker non-votes, on each proposal are set forth below.

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Proposal 1: Election of Directors



A vote was taken at the Annual Meeting for the election of three directors of
the Company to hold office until the Annual Meeting of Shareholders to be held
in 2024, or until their successors are elected and qualified. The aggregate
numbers of shares of Common Stock voted in person or by proxy for each nominee
were as follows:



                        Votes for         Votes       Broker Non-
Nominee                  Election       Withheld         Votes
William A. Furman        25,161,127       709,887        3,717,835
Charles J. Swindells     25,331,239       539,775        3,717,835
Kelly M. Williams        25,203,860       667,154        3,717,835

Proposal 2: Advisory Approval of Executive Compensation

A vote was taken at the Annual Meeting on the proposal to approve as a non-binding advisory resolution the 2020 compensation of the Company's named executive officers. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the resolution, that abstained from voting, or that were broker non-votes were as follows:





                     Votes against                     Broker Non-
Votes for Approval     Approval      Votes Abstained      Votes
    24,822,296          916,259          132,459        3,717,835

Proposal 3: Approval of 2021 Stock Incentive Plan

A vote was taken at the Annual Meeting on the proposal to approve the 2021 Plan. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the resolution, that abstained from voting, or that were broker non-votes were as follows:





                     Votes against                     Broker Non-
Votes for Approval     Approval      Votes Abstained      Votes
    24,413,393         1,361,371         96,250         3,717,835

Proposal 4: Ratification of Appointment of Independent Auditors

A vote was taken at the Annual Meeting on the proposal to ratify the appointment of KPMG LLP as the Company's independent auditors for the year ending August 31, 2021. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the ratification, or that abstained from voting were as follows:





                     Votes against
Votes for Approval     Approval      Votes Abstained
    28,761,119          771,950          55,780

Proposal 5: Shareholder Proposal Entitled "Independent Board Chair"

A vote was taken at the Annual Meeting on a shareholder proposal entitled 'Independent Board Chair'. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the proposal, that abstained from voting, or that were broker non-votes were as follows:





                     Votes against                     Broker Non-
Votes for Approval     Approval      Votes Abstained      Votes
    6,501,904         19,276,791         92,319         3,717,835

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Item 9.01 Financial Statements and Exhibits






(d) Exhibits




Exhibit
  No.       Description

14.1          Code of Business Conduct and Ethics.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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