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GBX > SEC Filings for GBX > Form 8-K on 5-Nov-2012All Recent SEC Filings




Change in Directors or Principal Officers, Amendments to Articles of Inc

Item 5.02 Departure of Directors or Certain Officers;

Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

Amendment to 2010 Amended and Restated Stock Incentive Plan

On October 30, 2012 the Compensation Committee recommended, and the Board of Directors approved, subject to approval of the Company's shareholders, amendments to the Company's 2010 Amended and Restated Stock Incentive Plan to increase the total number of shares reserved for issuance under the Plan since its inception by 1,500,000 shares, from 2,825,000 shares to 4,325,000 shares. The amendment also increased the dollar value of the automatic restricted stock grants made to non-employee directors immediately following each Annual Meeting of Shareholders, from $60,000 to $80,000. The Board of Directors approved a corresponding decrease of the same dollar amount in the cash component of director compensation from $75,000 to $55,000, to achieve a weighting of total director compensation of approximately 60% equity and 40% cash, in order to enhance the alignment of interests between directors and shareholders.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On October 30, 2012 the Board of Directors approved an amendment to the Company's Bylaws in order to decrease the number of directors from eleven to ten, effective as of January 9, 2013.

A copy of the Amendment to the Bylaws of The Greenbrier Companies, Inc. is attached as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Number       Description

3.1          Amendment to the Bylaws of the Greenbrier Companies, Inc. dated
             October 30, 2012.

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