GREENBRIER COMPANIES INC (GBX): director Mr. Pearlman elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On October 24, 2026, pursuant to the Cooperation Agreement, the Board increased the size of the Board from ten to eleven directors and appointed Mr. Pearlman to the Board, to serve in Class III, with a term that expires at the 2027 Annual Meeting, and to the Audit Committee of the Board, in each case, effective as of the Appointment Effective Date. Other than the Cooperation Agreement, there are no arrangements or understandings between Mr. Pearlman and any other person pursuant to which he was selected as a director.
Mr. Pearlman is an accomplished corporate governance professional with more than 35 years of experience spanning investment management, executive finance, operations and advisory positions with publicly traded and private companies. Mr. Pearlman is the Founder, Chair and Chief Executive Officer of Liberation Investment Group, LLC, an investment management and consulting firm that provides financial consulting, capital-structure advice and support for IPOs, acquisitions, mergers, restructurings and other complex financial matters. He brings extensive business leadership and financial advisory experience to the Company through his public- and private-company board service,
as well as his service on audit, compensation, finance and nominating and governance committees. He currently serves on the board of MidCap Financial Investment Corporation, a publicly traded business development company. Mr. Pearlman holds an AB in economics from Duke University and an MBA from Harvard Business School.
Mr. Pearlman will participate in the Company’s compensation program for non-employee directors, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2025. Mr. Pearlman will also enter into the Company’s standard form of indemnification agreement.
There are no transactions in which Mr. Pearlman has an interest requiring disclosure under Item 404(a) of Regulation S-K.