Welcome to the 2026 annual meeting for The Greenbrier Companies, Inc. Our host for today's call is Board Chair Admiral Tom Fargo. At this time, all participants will be in listen-only mode. I will now turn the call over to Tom Fargo. You may begin.
Thank you and good morning. This is Board Chair Tom Fargo. Thank you for joining Greenbrier's 2026 annual meeting of shareholders. I'm pleased to welcome you here today. Over the past several weeks, we've given shareholders the opportunity to submit questions online for consideration at this meeting. That period is now ending, and we ask that you complete any remaining submissions using the text box in the meeting portal. Please refer to the shareholder meeting rules document on the screen to learn more about the questions that will be addressed at this meeting. When I call the meeting to order, the opportunity to submit questions that can be answered today will conclude. We're always happy to receive inquiries at investor.relations@gbrx.com. As we begin, we are joined by a representative from KPMG, our independent auditors.
The representative is available to address any properly submitted questions related to its independent audit of Greenbrier's financial statements. If you have not already, you'll have the opportunity to vote your shares. Relevant materials for today's meeting are at the bottom right-hand side of your screen. I'd like to recognize the Greenbrier management participants with us today. Lorie Tekorius, our CEO and President, is in the room. Also joining us are Michael Donfris, our Chief Financial Officer, Jack Isselman, Senior Vice President for Communications and External Affairs, and Christian Luckey, Greenbrier's Chief Legal and Compliance Officer, is here as the Inspector of Elections. I'll now officially call the meeting to order. Christian, will you please review voting formalities?
My pleasure. Notice was given to shareholders on November 17th, 2025. We have quorum in person or by proxy. This meeting is duly constituted. We may proceed with business.
The polls are open. 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 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. Please keep in mind that forward-looking statements are subject to many risks and uncertainties. Actual results may differ materially from what is projected. Many of these risks or uncertainties are described in Greenbrier's most recently filed 10-K and other SEC filings. Greenbrier will release quarter one results and host its earnings call with analysts tomorrow, January 8th.
We've also prepared our annual year-end review video, which can be accessed on the investor page on our website. I will now review the five proposals for consideration today. We did not receive notice in accordance with our bylaws of any additional matters. Therefore, no other proposals or nominations may be introduced. First, the election of directors. The first item on the agenda is the election of five nominees. The board has recommended the following slate of nominees as Class II directors for a three-year term: Wanda F. Felton, Graeme A. Jack, and Wendy L. Teramoto. Under Greenbrier's bylaws, directors appointed by the board must stand for election at the next annual meeting of shareholders. In June 2025, the board appointed Jeffrey M. Songer as a Class I director, and Stephen B. Dobbs was appointed as a Class III director by the board in that same month. Therefore, Mr.
Songer and Mr. Dobbs are standing for election at this annual meeting. The experience and qualifications of each nominee are described in our most recent proxy statement, which is available at the meeting portal. Our board recommends that shareholders vote for all of these nominees. The second item on today's agenda is to approve the advisory vote, the compensation of our named executive officers as disclosed in the proxy. We actively seek feedback from our shareholders on various topics, including our compensation policies. Although the Say-on-Pay vote is non-binding, it offers valuable insights into investors' opinions about our executive pay philosophy and practices, which the compensation committee will consider when determining compensation. Our executive compensation links a significant portion of pay to the specific financial and business goals that align with our overall strategy.
We believe this program helps attract and retain top executives and motivates management to generate shareholder value by balancing growth and returns throughout the business cycle. Our board recommends vote for approval of executive compensation. The third item on today's agenda is to approve Greenbrier's 2021 Stock Incentive Plan as amended. At its October meeting, our board approved, subject to shareholder approval, an amendment to the 2021 Stock Incentive Plan. Among other things, the amendment includes adding one million shares to the pool of shares available for issuance under the 2021 Stock Incentive Plan. The purpose of the 2021 Stock Incentive Plan is to attract, retain, and motivate our officers, directors, and other eligible participants by giving them an opportunity to acquire an interest in the company and align their interests with the long-term interests of the company's shareholders.
Our board recommends that shareholders vote to approve the 2021 Stock Incentive Plan as amended. The fourth item is to approve the amended and restated Articles of Incorporation, revising Article 6 of our current Articles of Incorporation. The board, based on the recommendation of its nominating and corporate governance committee, has approved an increase in the number of authorized shares of common stock from 50 million shares to 100 million shares. Shareholder approval is necessary to finalize this action. The proposed amendment to increase the number of authorized shares of Common Stock is designed to enable the board to issue additional shares of Common Stock when in its judgment such issuance would benefit the company without requiring further shareholder action. Our board recommends that our shareholders vote for this proposal.
The final item on our agenda is to ratify the selection of KPMG as the company's independent auditors for fiscal year 2026. Our Board recommends that shareholders vote to ratify KPMG. As noted earlier, there are no other proposals for consideration. Now that all proposals have been presented and everyone has had the opportunity to vote, I declare the polls for the 2026 Greenbrier annual shareholder meeting closed. I understand that the votes have been counted. Christian, can you please present the preliminary report?
Certainly.
To the Inspector of Elections?
My pleasure. Certainly. All director nominees have been elected. The advisory vote on compensation has been approved. The amendments to the stock incentive plan have been approved. The increase to the authorized common stock has been approved, and KPMG is ratified as the company's independent auditor. We will file an 8-K to report confirmed voting results. This completes the report of the Inspector of Elections.
Thanks, Christian. Now I'll introduce Jack Isselman, our Senior Vice President of External Affairs and Communications, to share any questions we've received from the web portal. Jack?
Thank you, Admiral. We did not receive any questions in the web portal.
Thank you. We did not receive any additional questions in the web portal, so that will conclude our Q&A session. With that, we'll conclude the meeting. Thank you, Jack. Since no questions were submitted, this concludes Greenbrier's 2026 annual meeting. In addition, since there are no other matters to properly come before the meeting, I will now adjourn.
The conference is now concluded. Thank you for attending today's presentation.