THE GREENBRIER COMPANIES, INC. (BMV:GBX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain
Officers.

Award of Discretionary Bonus

Effective January5, 2017, the Compensation Committee of the Board
of Directors of the Company approved a one-time discretionary
cash bonus of $70,000 to James Sharp, former Executive Vice
President of the Company and former President of Greenbrier
Leasing Company LLC, who retired December31, 2016. The award was
made in recognition of Mr.Sharps efforts on behalf of the Company
related to the transition of his duties in connection with his
retirement, to the Separation and Consulting Agreement between
Mr.Sharp and the Company entered into on May10, 2016.

Item5.07 Submission of Matters to a Vote of Security
Holders

At the Annual Meeting of Shareholders of the Company held on
January6, 2017, three proposals were voted upon by the Companys
shareholders. A brief discussion of each proposal voted upon at
the Annual Meeting and the number of votes cast for, against,
withheld, abstentions and broker non-votes to each proposal are
set forth below.

A vote was taken at the Annual Meeting for the election of two
directors of the Company to hold office until the Annual Meeting
of Shareholders to be held in 2020, or until their successors are
elected and qualified. The aggregate numbers of shares of Common
Stock voted in person or by proxy for each nominee were as
follows:

A vote was taken at the Annual Meeting to approve a non-binding
advisory resolution regarding the 2016 compensation of the
Companys named executive officers. The aggregate number of shares
of Common Stock that were voted in person or by proxy for or
against the resolution, that abstained from voting, or that were
broker non-votes were as follows:

A vote was taken at the Annual Meeting on the proposal to ratify
the appointment of KPMG LLP as the Companys independent auditors
for the year ending August31, 2017. The aggregate number of
shares of Common Stock that were voted in person or by proxy for
or against the ratification, that abstained from voting, or that
were broker non-votes were as
follows: