GBX Greenbrier Companies Inc

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): February 1, 2016

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-13146

One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035

(Address of principal executive offices) (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:

(b) and (c) Effective February 1, 2016, Mark J. Rittenbaum was promoted to Executive Vice President, Commercial, Leasing and Finance of the Company and is no longer Chief Financial Officer and Principal Financial Officer of the Company. Mr. Rittenbaum has served as Executive Vice President and Chief Financial Officer (Principal Financial Officer) of the Company since January 2008. Prior to becoming Executive Vice President, Mr. Rittenbaum was Senior Vice President and Treasurer of the Company since 2001 and Vice President and Treasurer from 1994 to 2001. From 1990 until 1994, he was Vice President of Greenbrier Leasing Company LLC. Mr. Rittenbaum also serves on the boards of the Company’s significant joint ventures, GBW Railcar Services Holdings, L.L.C. and Greenbrier-GIMSA, LLC.

Also effective February 1, 2016, Lorie L. Tekorius was appointed as Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) of the Company. Ms. Tekorius served as Senior Vice President, Corporate Finance and Treasurer of the Company from 2012-2016. She has served in various management positions for the Company since 1995, including, prior to 2012, as Vice President, Corporate Finance and Treasurer.

A copy of the press release issued by The Greenbrier Companies, Inc. regarding the appointments of Mr. Rittenbaum and Ms. Tekorius is attached as Exhibit 99.1 and incorporated by reference herein.

In addition, the performance target percentages for Mr. Rittenbaum and Ms. Tekorius under the Company’s 2016 Executive Officer Bonus Program, which was previously described on Forms 8-K filed with the SEC on November 2, 2015 and November 13, 2015, were revised effective February 1, 2016. Potential bonus payments are established for Mr. Rittenbaum and Ms. Tekorius at different percentages of base salary, depending on the achievement of threshold, target or stretch performance goals. Bonus amounts will be interpolated for performance between the threshold, target and stretch levels. The target, threshold and stretch bonus amounts for Mr. Rittenbaum and Ms. Tekorius, effective February 1, 2016, as a percentage of base salary, are as follows:

For both Mr. Rittenbaum and Ms. Tekorius, 75% of the bonus opportunity will continue to be based on achievement of the Company’s corporate-level adjusted EBITDA goal and 25% will continue to be based on achievement of corporate-level adjusted ROIC goal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

News Release

One Centerpointe Drive Suite 200 Lake Oswego, Oregon 97035 503-684-7000             www.gbrx.com

The Greenbrier Companies Announces New Leadership Assignments

Lake Oswego, Oregon, February 3, 2016 – The Greenbrier Companies, Inc. (NYSE:GBX) announced today that its CFO, Mark J. Rittenbaum, has been promoted to the newly created position of Executive Vice President, Commercial, Leasing and Finance. Lorie L. Tekorius, Senior Vice President and Treasurer, has been promoted to Senior Vice President, Chief Financial Officer and Treasurer. Both Rittenbaum and Tekorius will report to Chairman and CEO William A. Furman.

In this newly created position, Mr. Rittenbaum will shift his primary focus to commercial activities, with particular emphasis on new railcar sales, leasing and integration/enhancement of customer service design. Senior commercial officers William Glenn and Brian Comstock, as well as Jim Sharp, President of Greenbrier’s Leasing and Management Services business, will report to Mr. Rittenbaum. Chairman and CEO Bill Furman said, “Greenbrier has built a tremendous ‘go to market strategy’ that serves its integrated business model and expanded world-wide activities. In the process, we have grown a very successful asset-light leasing and asset management business. We continue to add value solutions for our customers and shareholders, as our business becomes larger and adjusts to a changing environment. It is time to further integrate our commercial and leasing functions to better serve our goals of cost-efficient growth and service to our customers.”

Mr. Rittenbaum will chair a newly created Executive Committee reporting to the Chairman and CEO. The Committee will be responsible for helping to frame policy over a wide range of business, administrative, financial and strategic areas, as well as streamlining service design and achieving service and cost synergies across the Company. The Committee will include Victoria McManus, Executive Vice President and Chief Strategic Officer, and Martin Baker, Senior Vice President, General Counsel and Chief Compliance Officer. “The Executive Committee will free up a substantial portion of my time to focus more on longer term strategies for Greenbrier, and to operate the Company.” said Furman. “Global Manufacturing, the Wheels and Parts business, and GBW Railcar Services, a repair joint venture with Watco Companies, will continue to report to me.”

Ms. Tekorius, brings strong experience to the CFO position at Greenbrier. She has been with Greenbrier for over 20 years in various financial capacities, most recently as Senior Vice President and Treasurer, a position she has held since 2012. She is a Certified Public Accountant, with a BBA in accounting from Texas A&M University, and began her professional career with Coopers & Lybrand. “Mark and Lorie have done an excellent job at the financial helm of Greenbrier and have worked closely together for years. I’m confident we will continue our solid financial footing, and be well positioned for growth and change,” said Furman. “Lorie also has the discipline and Company knowledge to help review, manage and adjust our General and Administrative expense profile to appropriate levels during changing market environments. She has chaired our strategic and budget process for several years and will continue to work with Victoria McManus and me in that important

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function. Adrian Downes, Greenbrier’s Senior Vice President and Chief Accounting Officer, will report to Lorie. Adrian has a done a great job with our IT, accounting and tax organization, and will continue to play a strong role on our senior management team.”

Furman added, “Greenbrier is fortunate to have incredible depth of talent on its executive bench. I am pleased to recognize the many contributions made by Mark and Lorie and to increase their roles in senior management of Greenbrier. I am proud of our entire management team and see these changes as an opportunity to put our seasoned executive expertise to even greater use in a fluctuating environment.”

About Greenbrier

Greenbrier (www.gbrx.com), headquartered in Lake Oswego, Oregon, is a leading supplier of transportation equipment and services to the railroad industry. Greenbrier builds new railroad freight cars in manufacturing facilities in the U.S., Mexico and Poland and marine barges at our U.S. manufacturing facility. Greenbrier sells reconditioned wheel sets and provides wheel services at locations throughout the U.S. We recondition, manufacture and sell railcar parts at various U.S. sites. Through GBW Railcar Services, LLC, a 50/50 joint venture with Watco Companies, LLC, freight cars are repaired and refurbished at over 30 locations across North America, including more than 10 tank car repair and maintenance facilities certified by the Association of American Railroads. Greenbrier owns a lease fleet of over 10,000 railcars and performs management services for over 250,000 railcars.

“SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release may contain forward-looking statements, including statements regarding expected new railcar production volumes and schedules, expected customer demand for the Company’s products and services, plans to adjust manufacturing capacity, restructuring plans, new railcar delivery volumes and schedules, changes in demand for the Company’s railcar services and parts business, and the Company’s future financial performance. Greenbrier uses words such as “anticipates,” “believes,” “forecast,” “potential,” “goal,” “contemplates,” “expects,” “intends,” “plans,” “projects,” “hopes,” “seeks,” “estimates,” “strategy,” “could,” “would,” “should,” “likely,” “will,” “may,” “can,” “designed to,” “future,” “foreseeable future” and similar expressions to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from in the results contemplated by the forward-looking statements. Factors that might cause such a difference include, but are not limited to, reported backlog and awards are not indicative of our financial results; uncertainty or changes in the credit markets and financial services industry; high levels of indebtedness and compliance with the terms of our indebtedness; write-downs of goodwill, intangibles and other assets in future periods; sufficient availability of borrowing capacity; fluctuations in demand for newly manufactured railcars or failure to obtain orders as anticipated in developing forecasts; loss of one or more significant customers; customer payment defaults or related issues; sovereign risk to contracts, exchange rates or property rights; actual future costs and the availability of materials and a trained workforce; failure to design or manufacture new products or technologies or to achieve certification or market acceptance of new products or technologies; steel or specialty component price fluctuations and availability and scrap surcharges; changes in product mix and the mix between segments; labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo; production difficulties and product delivery delays as a result of, among other matters, costs or inefficiencies associated with expansion, start-up or changing of production lines or changes in production rates, changing technologies, transfer of production between facilities or non-performance of alliance partners, subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment and risks related to car hire and residual values; integration of current or future acquisitions

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and establishment of joint ventures; succession planning; discovery of defects in railcars or services resulting in increased warranty costs or litigation; physical damage or product or service liability claims that exceed our insurance coverage; train derailments or other accidents or claims that could subject us to legal claims; actions or inactions by various regulatory agencies including potential environmental remediation obligations or changing tank car or other rail car or railroad regulation; and issues arising from investigations of whistleblower complaints; all as may be discussed in more detail under the headings “Risk Factors” and “Forward Looking Statements” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2015, and our other reports on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.

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