GREENBRIER COMPANIES INC

Regulatory Filings • Nov 17, 2025

DEFA14A 1 d14071ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☑ Definitive Additional Materials

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The Greenbrier Companies, Inc.

(Name of Registrant as Specified In Its Charter)

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THE GREENBRIER COMPANIES, INC. ONE CENTERPOINTE DRIVE, STE 200 LAKE OSWEGO, OR 97035 V80334-P37418

You invested in THE GREENBRIER COMPANIES, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on January 7, 2026.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report/10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to December 24, 2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

*Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items	Board Recommends
1.   Election of Directors:
Nominees:
1a.   Stevan B. Bobb	●	For
1b.   Wanda F. Felton	●	For
1c.   Graeme A. Jack	●	For
1d.   Jeffrey B. Songer	●	For
1e.   Wendy L. Teramoto	●	For
2.  Advisory approval of the compensation of the Company’s named
executive officers.	●	For
3.  Approval of The Greenbrier Companies, Inc. 2021 Stock Incentive Plan,
As Amended, and the reservation of shares thereunder.	●	For
4.  Approval of Amended and Restated Articles of Incorporation to increase
the number of authorized shares of common stock.	●	For
5.  Ratification of the appointment of KPMG LLP as the Company’s
independent auditors for fiscal 2026.	●	For
NOTE: Such other business as may properly come before the meeting or any adjournment
thereof.

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V80335-P37418