The Greenbrier Companies, Inc. (GBX)
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AGM 2022

Jan 7, 2022

Operator

Welcome to the 2022 annual meeting for The Greenbrier Companies, Inc. Our host for today's call is Bill Furman, Chairman and CEO. At this time, all participants will be in listen-only mode. I will now turn the call over to Mr. Furman. You may begin, sir.

Bill Furman
Chairman and CEO, The Greenbrier Companies

Thank you. Good afternoon, and thanks for joining Greenbrier's 2022 annual meeting of shareholders. This is Bill Furman. Before I call the meeting to order, I'd like to recognize two of our directors who conclude their board service with us here today. For nearly two decades, Duane McDougall and Don Washburn have been instrumental to our success. During their tenure, Greenbrier has grown its scale. We've transformed from a small, geographically limited new railcar builder with under $750 million of annual revenue to one of the world's largest freight railcar builders with annual revenue in the billions. Both Duane and Don helped guide Greenbrier through the Great Recession. Prior to that, with their support and guidance, we've expanded internationally.

We now operate on four continents and hold strong market positions in Europe and Brazil, in addition to being a leading car builder, the leading car builder in North America. Most recently, Duane and Don helped Greenbrier effectively pivot to operate safely and profitably as an essential business during the ongoing COVID-19 pandemic. Their contributions to the board will be sorely missed. I'm grateful for their years of service to Greenbrier. As part of our board refreshment and continuing efforts toward diversity, I wish also to welcome our two newest directors who were first elected in 2021, James Huffines and Ambassador Tony Garza. Both, as is proper process, are up for election to new board terms today.

Ambassador Garza brings extensive international experience, particularly in Mexico, as well as rail industry and government experience to our board, and operating experience as member of a prestigious railroad board in North America. Mr. Huffines brings us decades of experience in finance, in banking, in addition to a background of public company, and government leadership, and will be serving on our audit committee. I would like to recognize the members of our board who are joining us today, either remotely or in person. On the line with all of you and are directors Wanda Felton, Graeme Jack, Wendy Teramoto, and Kelly Williams. Here with us in corporate headquarters today, our lead director, Admiral Tom Fargo, Ambassador Antonio Garza, James Huffines, Duane McDougall, Dave Starling, and Ambassador Charles Swindells. Again, all of those are with us here at our corporate headquarters.

Our incoming CEO, President and COO, Lorie Tekorius joins us also. Here, too, is Chief Financial Officer Adrian Downes, Vice President of Corporate Finance and Treasurer Justin Roberts, our General Counsel Martin Baker, and our Corporate Secretary Christian Lucky. Culminating years of talent development and succession planning activities, we previously announced that Lorie would become CEO on March 1, 2022. In March, I will become executive chairman until September 2022. I will then finish my board term, which ends in January 2024. Notice was duly given and we have a quorum, so I now officially call the meeting to order. Therefore, the polls are now declared open. Some procedural items. If you have previously voted over the internet, by phone or by mail, you do not need to take any action.

If you have previously voted and if you wish to change your vote, please do so before the polls close. Once the polls close, we will announce the preliminary results. If you wish to vote during the meeting, you may do so by clicking on the Vote Here button on the meeting portal screen. Portions of this meeting may contain forward-looking statements about Greenbrier's business opportunities and anticipated results. Actual results may differ materially from what is projected. Many risks and uncertainties related to our business and future results are described in Greenbrier's most recently filed 10-Q and other SEC filings. We have prepared our annual year-end review video. You can view this at your convenience at the investor page on our website. Lorie, Adrian, and I will now review the three proposals for consideration today for our shareholders.

We did not receive notice in accordance with our bylaws of any additional proposals or matters to be brought before the shareholders meeting, and therefore, no other proposals or nominations may, at this point, be introduced. Let's begin with election of directors. The first item on the agenda is the election of three directors to serve as Class One directors for a three-year term. The board has recommended the following slate of nominees Admiral Thomas B. Fargo, Ambassador Antonio O. Garza, and James Huffines. As part of our dedication to board refreshment, Admiral Fargo was appointed lead director in January 2021. Ambassador Garza and Mr. Huffines joined our board in July 2021. I mentioned the experience and qualifications of these newest board members earlier.

Professional biographies for each of the nominees are detailed in our most recent proxy statement, which is accessible at the meeting portal. Our board recommends the shareholders vote for all these nominees. Now I'll turn to Lorie for our second agenda item. Lorie.

Lorie Tekorius
President and COO, The Greenbrier Companies

Thank you, Bill. The second item on today's agenda is to approve, by advisory vote, the compensation of our named executive officers as disclosed in the proxy. Our board recommends a vote for approval of executive compensation. The Compensation Committee and the board value the views of Greenbrier shareholders, and we're committed to excellence in the design and effectiveness of our executive compensation program. This program is designed to drive performance and increase shareholder value. It aligns the interests of key executives with shareholders. It also helps attract, develop, and retain key executives and strengthens the link between pay and performance. Greenbrier believes that its compensation program, a significant portion of which is performance-based, is strongly aligned with long-term shareholder interests. At our 2021 annual meeting, our tenth advisory vote on executive compensation passed by a vote of approximately 96% of votes cast.

We believe this favorable result reflects our more extensive shareholder engagement efforts and the direct action taken in response to shareholder feedback. Our Compensation Committee is responsible for designing and administering the executive compensation program. Although this vote is non-binding, the committee highly values the opinions expressed by shareholders on the proposal. The Compensation Committee will consider the outcome of this vote when making future compensation decisions. Again, our board recommends a vote for approval of the executive compensation. Next, you're gonna hear from Adrian Downes with our third and final agenda item.

Adrian Downes
CFO, The Greenbrier Companies

Thank you, Lori. The third item on the agenda today is to ratify the selection of KPMG as the company's independent auditors for the 2022 fiscal year. Our board recommends that shareholders vote for ratification of KPMG. As noted earlier, there are no other proposals for consideration. Now I'll pass it back to Bill to introduce our business overview.

Bill Furman
Chairman and CEO, The Greenbrier Companies

Thank you, Adrian. We are now going to use the next few minutes while we tally all the votes and process the information. These minutes will be used to provide an overview of the current business climate. As I mentioned earlier, matters discussed today again include forward-looking statements. Also, you're invited to look at Greenbrier's SEC filings for complete and full disclosure. Throughout this discussion, we will describe factors which could cause Greenbrier's actual results to differ from any forward-looking statements. On our first slide, I'd like to summarize some of the accomplishments in 2021. During 2021's fiscal year, to mention a few, we successfully operated our core business safely and maintained profitability during the COVID pandemic, keeping our factories running, liquidating our backlog and operating in accordance with being a strategic industry.

Secondly, we announced Lorie Tekorius as our incoming CEO, and we set a transition deadline and robust development plan for other senior executive positions to ensure the quality of management over time. Thirdly, we formed GBX Leasing, a joint venture as another tool in our integrated business model. This unit achieved strong momentum in 2021. In less than a year, we've built a balanced portfolio of about $400 million with tax advantage and steady cash flows. Greenbrier also continued to pay an annual dividend of $0.08 per annum per share, and I think 31 consecutive quarters of paying dividend. Additionally, we refinanced $1.5 billion of our debt and greatly extended our maturity profiles in keeping with the times. We focused on liquidity throughout the year to prepare for the upturn.

We expanded our diversity, equity, and inclusion, DEI commitment, to deepen our core value of respect for people. Now Lorie Tekorius, President and COO and incoming CEO, will spend a few minutes discussing Greenbrier's core values. Lori.

Lorie Tekorius
President and COO, The Greenbrier Companies

Thank you, Bill. At Greenbrier, we have several core values that align nicely with ESG initiatives. First off is safety. Safety is our top priority.

Protecting our people is our highest objective, and our commitment here is shown by the record low incident rate of 1.27 in our fiscal 2021 that ended in August. From an environmental perspective, freight rail is one of the most sustainable forms of transport in the world. According to the Association of American Railroads, rail is 3x-4x more fuel efficient than trucking, and will be one of the tools used to address climate change. Third, community responsibility is important to all of us at Greenbrier. I'm proud of the charitable giving and volunteer support Greenbrier provides to all of our communities around the world. We believe business has a responsibility to serve society which extends beyond our bottom line, and we take that responsibility seriously. Lastly, on governance and ethics.

This is where our core value of respect for people really shines through. We believe that our employees, customers, and suppliers are central to our past, present, and future, and we remain committed to workforce diversity at all levels of the company. This is demonstrated by the diversity of our board, our charitable giving programs, which now take diversity, equity, and inclusion into account for all giving, and our IDEAL initiative, which lay out our vision for strategy for workforce inclusivity and diversity. Now turning specifically to environmental, social, and governance, or ESG. Our third annual report was published in November 2021 and is available on our website. As part of our long-term strategy, it was prepared in accordance with the SASB framework. In our report, we focus on the five areas which are highlighted on the slide.

I'd like to also ask you to look towards our recent press release, where we put out a collaborative press release with U.S. Steel and Norfolk Southern regarding a sustainable high-strength steel gondola that we've designed together. It's a lighter car that should extend the life of this equipment. Now I'll turn it over to Adrian Downes, our CFO.

Adrian Downes
CFO, The Greenbrier Companies

Thank you, Lori. Today, Greenbrier reported fiscal Q1 results, which included revenue of $550 million, net earnings of $0.32 per share, deliveries of 4,100 units, including 700 syndicated units. Greenbrier secured global orders of 6,300 units valued at $685 million in the first quarter. We have a robust backlog of 28,000 units valued at $3 billion, spanning a variety of rail car types and reaching more geographical markets. Orders and backlog to build operating momentum into increasingly positive markets. A strong backlog produces multi-year earnings and cash flow visibility. This represents a base load of business for our manufacturing facilities and allows Greenbrier to drive efficiency improvements as production rates stabilize. Greenbrier's strong engineering, commercial, and manufacturing capabilities position us as leaders in the geographies in which we compete.

The growth in Greenbrier's backlog underlines an accelerating market demand environment and support for a period of stronger demand. Now I will hand it back to Bill.

Bill Furman
Chairman and CEO, The Greenbrier Companies

Thank you, Adrian. Looking ahead, in the near term, our focus remains unchanged. We will build rail cars and marine barges while ensuring our employees are safe. We will create stable cash flows from utilization and scale. We continue to see strong momentum, particularly in the second half of our fiscal year. Longer term, we will continue to concentrate on creating shareholder value by mitigating the effects of the new rail car cycle, growing our services business, such as leasing, driving stability over time through a range of macroeconomic conditions. Above all else, we will continue to value the interest of our stakeholders, all stakeholders, while enhancing total shareholder returns and cash flow. I want to emphasize that Greenbrier is listening. We are listening to our stakeholders, our customers, our employees, and our shareholders.

We've done a very good job this year of reaching out to our major investors, talking to them about what they're interested in seeing, listening and adapting our plans to reflect this valuable input. I want to thank you in closing this business presentation for being with us today and listening to this business overview. Turning back now to the business of the meeting. We have given you an opportunity to see a brief video and talked about the business. We are now going to look at the poll closing and preliminary vote reports. I understand that all votes have been counted, the ones we have received. Justin, can you please present the preliminary report?

Justin Roberts
VP of Corporate Finance and Treasurer, The Greenbrier Companies

Certainly, Bill. All of the director nominees have been elected. The advisory vote on say-on-pay or executive compensation has been approved, and ratification of KPMG as the company's independent auditors has been approved also. We will file an 8-K to report confirmed voting results. I now turn the meeting back to you, Bill.

Bill Furman
Chairman and CEO, The Greenbrier Companies

Thank you. Now we'd like to open it up to discuss questions we've received from the web portal and also any questions that come up. I'm going to ask Justin Roberts to help introduce these questions. Justin.

Justin Roberts
VP of Corporate Finance and Treasurer, The Greenbrier Companies

Thank you, Bill. Over the last 21 days, we've provided shareholders an opportunity to ask questions online for consideration at this meeting. No questions have been submitted. That will conclude our Q&A session.

Bill Furman
Chairman and CEO, The Greenbrier Companies

All right. Well, we appreciate your being with us today. If you have questions later on, feel free to visit our investor website. Contact us. We appreciate your interest in our company, and thank you very much.

Justin Roberts
VP of Corporate Finance and Treasurer, The Greenbrier Companies

Thank you very much, everyone. Have a great afternoon.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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