GBX
CORPORATE GOVERNANCE GUIDELINES
The Greenbrier Companies, Inc. (the "Company") aspires to the highest standards of ethical conduct, reporting results with accuracy and transparency and maintaining full compliance with the laws, rules and regulations that govern the Company's business.
Board of Directors
The Board of Directors (the "Board") is responsible for managing the business and affairs of the Company. The Board exercises the authority and the responsibilities provided under the Oregon Business Corporation Act, the Company's Articles of Incorporation and its Amended and Restated Bylaws, as the same shall be amended from time to time. A primary responsibility of the Board is to provide effective governance over the Company's affairs for the benefit of its shareholders. Directors shall exercise their sound business judgment in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging their duties, Directors may rely in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Company's officers or employees, or committees of the Board, or by any other person as to matters the Director reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
Director Qualification Standards
Independent Directors. At least a majority of the members of the Board shall meet the criteria for independence as affirmatively determined by the Board in accordance with the applicable New York Stock Exchange listing standards (or the listing standards applicable to such other national securities exchange as shall be the principal market for trading of the Company's securities), federal securities laws and any other applicable laws, rules and regulations regarding independence in effect from time to time. All such members of the Board meeting such criteria shall be referred to herein as "Independent Directors." Only Independent Directors shall be eligible for the role of Chair of the Board.
Other Qualifications. Directors shall be persons of such experience, training, stature and integrity as shall enable them to contribute sound business judgment to the conduct of the Company's business and affairs. The Board has adopted a policy pursuant to which no Director may be nominated for election or elected to the Board if such Director's age would be greater than 77 at the time of election. The Board has not adopted specific criteria governing term limits of Directors as it believes that it is in the best interests of the Company and its shareholders for the Company to retain Directors who have substantial business experience, developed over a period of time, coupled with an in-depth
Corporate Governance Guidelines
understanding of the business and operations of the Company. As described in more detail below, the Board has adopted an objective requirement that non-employee members of the Board hold a minimum investment in the Company's Common Stock.
Director Responsibilities
Meetings of the Board and its committees are scheduled in consultation with members of the Board. Directors are expected to attend Board meetings and meetings of the committees on which they serve, as well as to spend the time needed to review materials provided in advance of such meetings and familiarize themselves with the issues and decisions that the company must address. Additionally, Directors may, from time to time, be asked to attend meetings of one or more of the Company's operating subsidiaries or other business units and to review minutes or other materials pertaining to the business of such units. Directors may be asked to reschedule certain previously scheduled meetings or participate via conference telephone or other means.
Executive Sessions of Non-Management Directors
Non-management Board members will meet without management present at least once annually, at a regularly scheduled executive session, and at such other times as they may deem necessary or appropriate. The Company's Independent Directors generally meet periodically, and, in any event, at least once per year, in executive session in conjunction with meetings of committees of the Board that are composed entirely of Independent Directors.
Director Access to Management
Directors shall, as appropriate, have direct access to senior management and other employees of the Company. Direct contacts with Company executives or employees should normally be arranged through the Chief Executive Officer or Chief Financial Officer. The Board expects that the Chief Executive Officer, if not a Director, and the Chief Financial Officer will normally attend meetings of the Board and may, from time to time, request attendance by other Company personnel.
Director Access to Independent Advisors
The Company's Amended and Restated Bylaws, along with several of the standing committees' charters, authorize Directors on those committees, to the extent they deem necessary or appropriate to carry out their respective duties, to retain independent legal, financial or other advisors and to approve each such advisor's fees and other retention terms without consulting or obtaining the advance approval of management. In appropriate circumstances, the Board may grant additional authority to retain independent advisors.
Director Compensation
Non-employee Directors shall receive reasonable compensation for their services, as
Corporate Governance Guidelines
may be determined from time to time by the Board, upon recommendation of the Compensation Committee. Compensation for non-employee Directors will generally be consistent with the market practices of other similarly situated companies but shall not be at a level or in a form that would call into question the objectivity of such Directors. Directors who are employees of the Company or any of its subsidiaries or affiliates shall not receive additional compensation for serving as Directors. Directors who are members of the Audit Committee, the Compensation Committee, or the Nominating and Corporate Governance Committee may receive no compensation from the Company other than the fees they receive for serving as Directors. Company management and/or the Compensation Committee will periodically engage independent advisors to help evaluate the adequacy and appropriateness of the Directors' compensation.
Non-Employee Director Stock Ownership Guidelines
The Board believes that it is important for the Company's Directors to have a financial stake in the Company such that the Directors' interests align with those of the Company's shareholders. To meet this objective, the Board has established stock ownership guidelines for non-employee members of the Board.
Shares subject to unexercised stock options, unvested performance-based restricted stock units, unvested performance-based restricted stock awards and shares subject to future sales in a 10b5-1 plan do notcount toward satisfaction of the stock ownership guidelines. In addition, shares held by family members who reside outside the Director's household do notcount toward satisfaction of the stock ownership guidelines.
3. Share Retention Guidelines. Directors are expected to retain not less than 50% of the shares awarded as director compensation under any Company stock incentive plan, net of the shares the Director has applied to the payment of taxes on such awards, until the ownership guidelines are satisfied.
Corporate Governance Guidelines
The Nominating and Corporate Governance Committee will develop and provide oversight of the programs for education and orientation for the Board, its members, and its committees. The Chief Financial Officer and the Corporate Secretary will provide new members of the Board with comprehensive information about the Company's business and financial performance, as well as the policies, procedures and responsibilities of the Board and its committees. New Board members will also meet with senior management and will have the opportunity to visit the Company's facilities. The Company will monitor continuing education offerings for directors of public companies and encourage participation by its Directors when feasible.
Corporate Governance Guidelines
Majority Voting in Uncontested Elections
At any meeting of shareholders at which Directors are elected by the shareholders in an uncontested election, any nominee for Director who, of the votes cast in such election with respect to such nominee, receives a greater number of votes "withheld" from his or her election than votes "for" such election shall submit to the Board a written offer to resign from the Board no later than two weeks after the certification by the Company of the voting results. An uncontested election is one in which the number of individuals who have been nominated for election as a director is equal to, or less than, the number of directors to be elected at the meeting.
A Nominating and Corporate Governance Committee established by the Board shall consider the resignation offer of any such Director and, within 60 days after the certification by the Corporate Secretary of the voting results, make a recommendation to the Board concerning the acceptance or rejection of the resignation offer. In determining its recommendation to the Board, the Nominating and Corporate Governance Committee shall consider all factors it deems relevant, which may include (i) the stated reason or reasons why shareholders cast "withheld" votes for the Director, (ii) the qualifications of the Director, and (iii) whether the Director's resignation from the Board would be in the Company's best interest and the best interests of the shareholders. The Nominating and Corporate Governance Committee shall also consider alternatives concerning the resignation offer as the Nominating and Corporate Governance Committee members deem appropriate, which may include (i) acceptance of the resignation offer, (ii) rejection of the resignation offer, and (iii) rejection of the resignation offer coupled with a commitment to seek to address the underlying cause or causes of the majority-withheld vote.
The Board shall act on the Nominating and Corporate Governance Committee's recommendation no later than 90 days after the certification by the Company of the voting results. The Board shall consider the information, factors and alternatives considered by the Nominating and Corporate Governance Committee and such additional information, factors and alternatives the Board deems relevant.
Any Director who offers to resign as provided above shall not participate in the Nominating and Corporate Governance Committee's or the Board's consideration of whether to accept his or her resignation offer.
If a Director's resignation offer is accepted by the Board, the Nominating and Corporate Governance Committee shall recommend to the Board whether to fill the vacancy created by such resignation or to reduce the number of Directors constituting the whole Board.
If a majority of the members of the Nominating and Corporate Governance Committee were required to offer their resignations as described above, the Directors whom the Board has affirmatively determined to be independent in accordance with the applicable stock exchange listing standards and who were not required to offer their resignations shall appoint a special committee of the Board to consider the resignation offers and whether to accept the resignation offers, as otherwise described above.
Corporate Governance Guidelines
The Company shall publicly disclose the Board's decision to accept or reject the Director's resignation, an explanation of the process by which the decision was made and, if applicable, the reasons for rejecting the resignation offer, in a Current Report on Form 8- K filed with the Securities and Exchange Commission.
Succession Planning
The Nominating and Corporate Governance Committee, together with the Board, will provide oversight of the succession planning for the Chief Executive Officer and other executive officers. Under the Company's Amended and Restated Bylaws, and subject to the control of the Board, the President (or, in the absence or disability of the President or if the office of President is vacant, a Vice President of the Company, in order of seniority), is authorized to assume the duties of the Chief Executive Officer in the absence or disability of the Chief Executive Officer or whenever the office of Chief Executive Officer is vacant.
Annual Performance Evaluation
At least annually, the Board shall conduct a self-evaluation, including an evaluation of individual directors, to determine whether, in its judgment, the Board and its committees are functioning effectively. Charters of several of the Board's standing committees also call for an annual evaluation of the committee. The Nominating and Corporate Governance Committee shall develop and provide oversight of such annual evaluations. The Board may, in its discretion, conduct an overall evaluation of the Board and its committees in lieu of separate committee self-evaluations. The Board may also choose to receive and review, accept, supplement or amend each committee's self-evaluation separately.
Review and Modification of Corporate Governance Guidelines
From time to time, the Board and the Nominating and Corporate Governance Committee will review these guidelines and, upon recommendation of the Nominating and Corporate Governance Committee, the Board will make such amendments or modifications as it deems necessary or appropriate.
Guidelines last amended by the Board in January 2025.
Guidelines last reviewed by the Governance Committee in December 2024 and the Board in January 2025.
Corporate Governance Guidelines
Disclaimer
The Greenbrier Companies Inc. published this content on January 08, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 10, 2025 at 00:19:04.882.