Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

On January 7, 2020, the Board of Directors of The Greenbrier Companies, Inc. (the "Company") adopted resolutions to amend and restate the Company's Bylaws in order to incorporate all prior amendments, provide that the Board may set the size of the Board of Directors from time-to-time within a specified range, further clarify the roles of the President and the Chief Executive Officer, and make certain other administrative, clarifying and conforming modifications, effective immediately.

The foregoing summary of the Amended and Restated Bylaws of The Greenbrier Companies, Inc. does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of the Company held on January 8, 2020, three proposals were voted upon by the Company's 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 four directors of the
Company to hold office until the Annual Meeting of Shareholders to be held in
2023, 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:

                     Votes for          Votes          Votes        Broker Non-
Nominee               Election        Withheld       Abstained         Votes
Wanda F. Felton       25,681,898         350,777             -         3,780,033
Graeme A. Jack        23,942,694       2,089,982             -         3,780,033
David L. Starling     24,319,877       1,712,799             -         3,780,033
Wendy L. Teramoto     25,705,264         327,412             -         3,780,033

A vote was taken at the Annual Meeting to approve a non-binding advisory resolution regarding the 2019 compensation of the Company's 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:



                     Votes against                     Broker Non-

Votes for Approval Approval Votes Abstained Votes

15,162,098 10,777,162 93,416 3,780,033

A vote was taken at the Annual Meeting on the proposal to ratify the appointment of KPMG LLP as the Company's independent auditors for the year ending August 31, 2020. 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:



                     Votes against                     Broker Non-
Votes for Approval     Approval      Votes Abstained      Votes
    29,263,131          489,686          59,892            -


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Item 9.01 Financial Statements and Exhibits




(d) Exhibits


Exhibit
   No.           Description

   3.1             Amended and Restated Bylaws of The Greenbrier Companies, Inc.
                 dated January 7, 2020.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).


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