In re The Greenbrier Companies

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 11162 / March 2, 2023 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 97017 / March 2, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21318 
 
 
In the Matter of 
 
The Greenbrier Companies, Inc.  
 
Respondent. 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT 
TO SECTION 8A OF THE 
SECURITIES ACT OF 1933 AND 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A 
CEASE-AND-DESIST ORDER 
  
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 
Securities Act of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 
1934 (“Exchange Act”), against The Greenbrier Companies, Inc. (“Greenbrier” or 
“Respondent”).  
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange 
Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 
below.  

 2 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
Summary 
1. These proceedings arise from Greenbrier’s failure to disclose: certain perquisites to 
its founder and former CEO, William A. Furman (“Furman”), and certain other named executive 
officers (NEOs); and Greenbrier’s failure to disclose certain information regarding related person 
transactions involving Furman. 
2. In its proxy statements for fiscal years 2017 to 2020, Greenbrier failed to disclose 
an aggregate of approximately $320,000 in perquisites to Furman and certain other Greenbrier 
NEOs for travel-related expenses for Furman’s and such other NEOs’ spouses and for personal 
security. 
3. In its proxy statements for fiscal years 2017 to 2021, Greenbrier also failed to 
disclose that Furman received approximately $1.6 million of the approximately $3 million total 
that Greenbrier paid during those years for the charter of his private aircraft. 
4. Throughout this time, Greenbrier’s insufficient internal accounting controls 
resulted in Greenbrier’s failure to record these expenses as perquisites as well as the amount of 
Furman’s interest in Greenbrier’s related person transactions in its books and records. In addition, 
Furman failed to identify certain travel-related and personal security expenses as perquisites and to 
provide required details regarding related person transactions involving his private aircraft. As a 
result, Greenbrier made material misstatements in its definitive proxy statements and annual 
reports filed with the Commission on Form 10-K. 
5. As a result of the conduct described herein, Greenbrier violated Sections 17(a)(2) 
and 17(a)(3) of the Securities Act and Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the 
Exchange Act and Rules 12b-20, 13a-1, 14a-3, and 14a-9 thereunder.  
Respondent 
6. The Greenbrier Companies, Inc., an Oregon corporation with its principal place 
of business in Lake Oswego, Oregon, is an international supplier of equipment and services to 
global freight transportation markets. Greenbrier’s common stock is registered with the 
Commission pursuant to Section 12(b) of the Exchange Act and trades on the New York Stock 
Exchange under the ticker symbol, “GBX.” 
                                                 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 
person or entity in this or any other proceeding. 

 3 
Related Individual 
7. William A. Furman, age 78, resides in Glen Brook, Nevada. Furman co-founded 
Greenbrier in 1981 and has been a member of its board of directors since then. Furman became 
CEO of Greenbrier in 1994 and Chairman of the Board in 2014. In March 2022, Furman ceased 
being CEO and assumed the new role of Executive Chairman. Furman retired from his position 
as Executive Chairman on August 31, 2022. He will remain a board member until January 2024. 
Background on Related Person Transactions and Perquisite Disclosures 
8. Section 14(a) of the Exchange Act makes it unlawful to solicit any proxy in 
respect of any security (other than an exempted security) registered pursuant to Section 12 of the 
Exchange Act in contravention of such rules and regulations as the Commission may prescribe. 
Exchange Act Rule 14a-3 prohibits the solicitation of a proxy without furnishing information 
specified by Schedule 14A, including related person transactions pursuant to Item 404 of 
Regulation S-K and executive compensation pursuant to Item 402 of Regulation S-K. Exchange 
Act Rule 14a-9 prohibits the use of, among other things, proxy statements containing any 
statement that is false or misleading with respect to any material fact, or omitting to state any 
material fact necessary in order to make the statements therein not false or misleading. 
Misstatements and omissions are material under Exchange Act Rule 14a-9 if they would alter the 
“‘total mix’ of information” considered by a shareholder in making a voting decision. TSC 
Indus., Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976).  
9. Item 402 of Regulation S-K requires a registrant to disclose the total value of all 
perquisites and other personal benefits provided to named executive officers who receive at least 
$10,000 worth of such items in a given year. Item 402 also requires identification of all perquisites 
and personal benefits by type, and quantification of any perquisite or personal benefit that exceeds 
the greater of $25,000 or 10% of total perquisites.  
10. Item 404 of Regulation S-K requires a registrant to disclose any transaction, or 
series of transactions, exceeding $120,000 in which a related person, such as an officer or director, 
had a material interest. For any such transaction, the registrant must disclose specified information, 
including the “approximate dollar value of the amount involved in the transaction” and the 
“approximate dollar value of the amount of the related person’s interest in the transaction, which 
shall be computed without regard to the amount of profit or loss.” 
11. In 2006, the Commission adopted amendments to executive compensation 
disclosure rules, including Item 402 of Regulation S-K. See Commission’s Executive 
Compensation and Related Person Disclosure Final Rule adopting release, Release Nos. 33-
8732A; 34-54302A; IC-27444A; File No. S7-03-06 (August 29, 2006) (the “Adopting Release”). 
According to the Adopting Release, “an item is not a perquisite or personal benefit,” and does not 
need to be reported: 
 [I]f it is integrally and directly related to the performance of the executive’s duties. 
Otherwise, an item is a perquisite or personal benefit if it confers a direct or indirect 

 4 
benefit that has a personal aspect, without regard to whether it may be provided for 
some business reason or for the convenience of the company, unless it is generally 
available on a non-discriminatory basis to all employees. 
12. The Adopting Release also states that “[t]he concept of a benefit that is ‘integrally 
and directly related’ to job performance is a narrow one,” which “draws a critical distinction 
between an item that a company provides because the executive needs it to do the job, making it 
integrally and directly related to the performance of duties, and an item provided for some other 
reason, even where that other reason can involve both company benefit and personal benefit.” 
According to the Adopting Release, even where the company “has determined that an expense is 
an ‘ordinary’ or ‘necessary’ business expense for tax or other purposes or that an expense is for the 
benefit or convenience of the company,” that determination “is not responsive to the inquiry as to 
whether the expense provides a perquisite or other personal benefit for disclosure purposes.” 
Indeed, “business purpose or convenience does not affect the characterization of an item as a 
perquisite or personal benefit where it is not integrally and directly related to the performance by 
the executive of his or her job.” 
Greenbrier’s Undisclosed Perquisites  
13. In Greenbrier’s proxy statements for fiscal years 2017 to 2020, Greenbrier 
disclosed a total of approximately $106,000 in perquisites and other personal benefits to Furman 
and approximately $363,000 in perquisites and other personal benefits to the other NEOs 
combined. The disclosed perquisites and other personal benefits to Furman and the other NEOs 
consisted of use of a company car, financial advisors, club dues, and a one-time medical expense 
for one NEO. 
14. These same proxy statements failed to disclose perquisites of a total of 
approximately $179,000 for Furman and $142,000 for certain other NEOs combined for the 
fiscal years 2017 to 2020, consisting of travel-related expenses for Furman’s and the other 
NEOs’ spouses to attend customer and industry receptions and other functions, and for personal 
security that was not directly and integrally related to the performance of Furman’s and certain 
other NEOs’ duties. As a result, Greenbrier understated the perquisites provided to Furman and 
the other NEOs by approximately $320,000 during fiscal years 2017 to 2020.  
15. Greenbrier incorporated by reference relevant portions of its proxy statements for 
fiscal years 2017 to 2020 into its annual reports filed with the Commission on Form 10-K. 
16. Between 2017 and 2021, during the period that its proxy statements and annual 
reports filed with the Commission on Form 10-K were materially misstated, Greenbrier offered and 
sold securities, including through grants of restricted stock units to it employees and through offers 
and sales of convertible notes. 

 5 
Greenbrier’s Failure to Disclose the Amount of Furman’s  
Interest in Greenbrier’s Charter of Furman’s Private Aircraft 
17. During fiscal years 2017 to 2021, Furman owned a private aircraft that he leased 
to a private aircraft management company, which operated the aircraft and chartered it to third-
party customers on Furman’s behalf. Greenbrier regularly chartered Furman’s aircraft from the 
management company for Greenbrier’s employees’ business-related travel. Pursuant to an 
agreement between Furman and the aircraft management company, Furman was entitled to 
receive 85% of the aircraft’s hourly charter rate for each actual flight hour that the management 
company chartered the aircraft to a third party. The management company also charged 
customers certain additional expenses and Furman did not receive a portion of those additional 
expenses. During fiscal years 2017 to 2021, Furman received approximately $1.6 million of the 
total amount Greenbrier paid for the charter of his aircraft. 
18. Each of Greenbrier’s proxy statements for fiscal years 2017 to 2021 contain a 
section titled “Related Party Transactions.” In those sections, Greenbrier disclosed that Furman 
owns a private aircraft that is managed by an independent management company; that Greenbrier 
had chartered Furman’s aircraft from the independent management company; and that, in the 
aggregate, Greenbrier had paid the aircraft management company approximately $3 million to 
charter Furman’s plane.  
19. Greenbrier’s annual reports filed on Form 10-K for fiscal years 2017 to 2021 
incorporate by reference the “Related Party Transactions” section in the proxy statements for fiscal 
years 2017 to 2021. 
20. Greenbrier’s proxy statements and annual reports for fiscal years 2017 to 2021 did 
not disclose that Furman received approximately $1.6 million from Greenbrier’s charters of 
Furman’s aircraft from the private aircraft management company. 
D&O Questionnaires 
21. During fiscal years 2017 to 2021, Greenbrier required Furman to complete an 
annual Directors & Executive Officers Questionnaire (the “D&O Questionnaire”), which 
Greenbrier used to prepare its annual proxy statements. Furman completed a D&O Questionnaire 
for each fiscal year from 2017 to 2021. 
22. The D&O Questionnaires state that “[t]he Company is required by the SEC to 
disclose the value of nonmonetary benefits (commonly referred to as ‘fringe benefits’ or 
‘perquisites’) given to you by the Company or any Affiliates.” The D&O Questionnaires explain 
that perquisites “include items that provide direct or indirect benefit to you and that have a personal 
aspect, even if an item may be provided for some business reason or for the convenience of the 
Company.” The D&O Questionnaires further explain that, “[y]ou do not need to disclose those 
items that are integrally and directly related to the performance of your duties.” However, the 
questionnaires cautioned that, “[i]f you have doubts as to whether a particular item is a perquisite 
or personal benefit, disclose the item.” In each D&O Questionnaire for fiscal years 2017 to 2021, 

 6 
Furman did not disclose the perquisites listed above related to travel expenses for his spouse or for 
personal security. 
23. The D&O Questionnaires ask the recipient to identify any related person 
transactions. For each related person transaction, the D&O Questionnaires asked the recipient to 
provide “[t]he approximate dollar value of the amount of the Person’s Interest in the Transaction, 
which shall be computed without regard to the amount of profit or loss.” In each D&O 
Questionnaire for fiscal years 2017 to 2021, Furman identified the “Furman aircraft” as a related 
person transaction, but he did not provide the approximate dollar value of the amount of his 
interest in Greenbrier’s lease of his aircraft.  
Violations 
24. Section 17(a)(2) of the Securities Act makes it unlawful, in the offer or sale of 
securities, to obtain money or property by means of any untrue statement of a material fact or 
any omission to state a material fact necessary in order to make the statements made, in light of 
the circumstances under which they were made, not misleading. Negligence is sufficient to 
establish violations of Section 17(a)(2); no finding of scienter is required. Aaron v. SEC, 446 
U.S. 680, 701-02 (1980). As a result of the conduct described above, Greenbrier violated Section 
17(a)(2) of the Securities Act. 
25. Section 17(a)(3) of the Securities Act makes it unlawful, in the offer or sale of 
securities, to engage in any transaction, practice, or course of business which operates or would 
operate as a fraud or deceit upon the purchaser. Negligence is sufficient to establish violations of 
Section 17(a)(3); no finding of scienter is required. Aaron, 446 U.S. at 696-97. As a result of the 
conduct described above, Greenbrier violated Section 17(a)(3) of the Securities Act.  
26. In addition, as a result of the conduct described above, Greenbrier violated 
Section 14(a) of the Exchange Act and Rules 14a-3 and 14a-9 thereunder. No showing of 
scienter is required to establish violations of Section 14(a) and Rules 14a-3 and 14a-9 
thereunder. Gerstle v. Gamble-Skogmo, Inc., 478 F.2d 1281, 1299-1300 (2d Cir. 1973). 
27. In addition, as a result of the conduct described above, Greenbrier violated 
Section 13(a) of the Exchange Act and Rules 13a-1 and 12b-20 thereunder, which require every 
issuer of a security registered pursuant to Section 12 of the Exchange Act to file with the 
Commission information, documents, and annual reports as the Commission may require, and 
mandate that periodic reports contain such further material information as may be necessary to 
make the required statements not misleading.  
28. In addition, as a result of the conduct described above, Greenbrier violated 
Section 13(b)(2)(A) of the Exchange Act, which requires reporting companies to make and keep 
books, records, and accounts which, in reasonable detail, accurately and fairly reflect their 
transactions and dispositions of their assets. 

 7 
29. In addition, as a result of the conduct described above, Greenbrier violated 
Section 13(b)(2)(B) of the Exchange Act, which requires reporting companies to devise and 
maintain a system of internal accounting controls sufficient to, among other things, provide 
reasonable assurances that transactions are executed in accordance with management’s general 
or specific authorization and are recorded as necessary to maintain accountability for assets, and 
that access to assets is permitted only in accordance with management’s general or specific 
authorization. 
Greenbrier’s Remedial Efforts 
30. In determining to accept the Offer, the Commission considered remedial acts 
undertaken by Respondent. Specifically, Greenbrier (i) developed new internal controls over 
perquisite and other proxy disclosures, expense reporting, and travel and (ii) trained NEOs and 
employees on expense report completion and the D&O Questionnaire. 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange 
Act, Greenbrier cease and desist from committing or causing any violations and any future 
violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act and Sections 13(a), 
13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 14a-3, and 
14a-9 thereunder. 
B. Respondent Greenbrier shall, within 10 days of the entry of this Order, pay a civil 
money penalty in the amount $1,000,000 to the Securities and Exchange Commission for 
transfer to the general fund of the United States Treasury, subject to Exchange Act Section 
21F(g)(3). If timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 
3717.  
Payment must be made in one of the following ways:  
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  

 8 
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Greenbrier as a Respondent in these proceedings, and the file number of these proceedings; a copy 
of the cover letter and check or money order must be sent to Monique Winkler, Regional Director, 
San Francisco Regional Office, Securities and Exchange Commission, 44 Montgomery Street, 
Suite 2800, San Francisco, CA, 94104.  
C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes. To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 By the Commission. 
 
Vanessa A. Countryman 
Secretary 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES ACT OF 1933 

Release No. 11162 / March 2, 2023 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97017 / March 2, 2023 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-21318 

 

 

In the Matter of 

 

The Greenbrier Companies, Inc.  

 

Respondent. 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT 

TO SECTION 8A OF THE 

SECURITIES ACT OF 1933 AND 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A 

CEASE-AND-DESIST ORDER 

  

 

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 

Securities Act of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 

1934 (“Exchange Act”), against The Greenbrier Companies, Inc. (“Greenbrier” or 

“Respondent”).  

 

II. 
 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange 

Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 

below.  



 2 

III. 
 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

Summary 

1. These proceedings arise from Greenbrier’s failure to disclose: certain perquisites to 

its founder and former CEO, William A. Furman (“Furman”), and certain other named executive 

officers (NEOs); and Greenbrier’s failure to disclose certain information regarding related person 

transactions involving Furman. 

2. In its proxy statements for fiscal years 2017 to 2020, Greenbrier failed to disclose 

an aggregate of approximately $320,000 in perquisites to Furman and certain other Greenbrier 

NEOs for travel-related expenses for Furman’s and such other NEOs’ spouses and for personal 

security. 

3. In its proxy statements for fiscal years 2017 to 2021, Greenbrier also failed to 

disclose that Furman received approximately $1.6 million of the approximately $3 million total 

that Greenbrier paid during those years for the charter of his private aircraft. 

4. Throughout this time, Greenbrier’s insufficient internal accounting controls 

resulted in Greenbrier’s failure to record these expenses as perquisites as well as the amount of 

Furman’s interest in Greenbrier’s related person transactions in its books and records. In addition, 

Furman failed to identify certain travel-related and personal security expenses as perquisites and to 

provide required details regarding related person transactions involving his private aircraft. As a 

result, Greenbrier made material misstatements in its definitive proxy statements and annual 

reports filed with the Commission on Form 10-K. 

5. As a result of the conduct described herein, Greenbrier violated Sections 17(a)(2) 

and 17(a)(3) of the Securities Act and Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the 

Exchange Act and Rules 12b-20, 13a-1, 14a-3, and 14a-9 thereunder.  

Respondent 

6. The Greenbrier Companies, Inc., an Oregon corporation with its principal place 

of business in Lake Oswego, Oregon, is an international supplier of equipment and services to 

global freight transportation markets. Greenbrier’s common stock is registered with the 

Commission pursuant to Section 12(b) of the Exchange Act and trades on the New York Stock 

Exchange under the ticker symbol, “GBX.” 

                                                 
1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any other 

person or entity in this or any other proceeding. 



 3 

Related Individual 

7. William A. Furman, age 78, resides in Glen Brook, Nevada. Furman co-founded 

Greenbrier in 1981 and has been a member of its board of directors since then. Furman became 

CEO of Greenbrier in 1994 and Chairman of the Board in 2014. In March 2022, Furman ceased 

being CEO and assumed the new role of Executive Chairman. Furman retired from his position 

as Executive Chairman on August 31, 2022. He will remain a board member until January 2024. 

Background on Related Person Transactions and Perquisite Disclosures 

8. Section 14(a) of the Exchange Act makes it unlawful to solicit any proxy in 

respect of any security (other than an exempted security) registered pursuant to Section 12 of the 

Exchange Act in contravention of such rules and regulations as the Commission may prescribe. 

Exchange Act Rule 14a-3 prohibits the solicitation of a proxy without furnishing information 

specified by Schedule 14A, including related person transactions pursuant to Item 404 of 

Regulation S-K and executive compensation pursuant to Item 402 of Regulation S-K. Exchange 

Act Rule 14a-9 prohibits the use of, among other things, proxy statements containing any 

statement that is false or misleading with respect to any material fact, or omitting to state any 

material fact necessary in order to make the statements therein not false or misleading. 

Misstatements and omissions are material under Exchange Act Rule 14a-9 if they would alter the 

“‘total mix’ of information” considered by a shareholder in making a voting decision. TSC 

Indus., Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976).  

9. Item 402 of Regulation S-K requires a registrant to disclose the total value of all 

perquisites and other personal benefits provided to named executive officers who receive at least 

$10,000 worth of such items in a given year. Item 402 also requires identification of all perquisites 

and personal benefits by type, and quantification of any perquisite or personal benefit that exceeds 

the greater of $25,000 or 10% of total perquisites.  

10. Item 404 of Regulation S-K requires a registrant to disclose any transaction, or 

series of transactions, exceeding $120,000 in which a related person, such as an officer or director, 

had a material interest. For any such transaction, the registrant must disclose specified information, 

including the “approximate dollar value of the amount involved in the transaction” and the 

“approximate dollar value of the amount of the related person’s interest in the transaction, which 

shall be computed without regard to the amount of profit or loss.” 

11. In 2006, the Commission adopted amendments to executive compensation 

disclosure rules, including Item 402 of Regulation S-K. See Commission’s Executive 

Compensation and Related Person Disclosure Final Rule adopting release, Release Nos. 33-

8732A; 34-54302A; IC-27444A; File No. S7-03-06 (August 29, 2006) (the “Adopting Release”). 

According to the Adopting Release, “an item is not a perquisite or personal benefit,” and does not 

need to be reported: 

 [I]f it is integrally and directly related to the performance of the executive’s duties. 

Otherwise, an item is a perquisite or personal benefit if it confers a direct or indirect 



 4 

benefit that has a personal aspect, without regard to whether it may be provided for 

some business reason or for the convenience of the company, unless it is generally 

available on a non-discriminatory basis to all employees. 

12. The Adopting Release also states that “[t]he concept of a benefit that is ‘integrally 

and directly related’ to job performance is a narrow one,” which “draws a critical distinction 

between an item that a company provides because the executive needs it to do the job, making it 

integrally and directly related to the performance of duties, and an item provided for some other 

reason, even where that other reason can involve both company benefit and personal benefit.” 

According to the Adopting Release, even where the company “has determined that an expense is 

an ‘ordinary’ or ‘necessary’ business expense for tax or other purposes or that an expense is for the 

benefit or convenience of the company,” that determination “is not responsive to the inquiry as to 

whether the expense provides a perquisite or other personal benefit for disclosure purposes.” 

Indeed, “business purpose or convenience does not affect the characterization of an item as a 

perquisite or personal benefit where it is not integrally and directly related to the performance by 

the executive of his or her job.” 

Greenbrier’s Undisclosed Perquisites  

13. In Greenbrier’s proxy statements for fiscal years 2017 to 2020, Greenbrier 

disclosed a total of approximately $106,000 in perquisites and other personal benefits to Furman 

and approximately $363,000 in perquisites and other personal benefits to the other NEOs 

combined. The disclosed perquisites and other personal benefits to Furman and the other NEOs 

consisted of use of a company car, financial advisors, club dues, and a one-time medical expense 

for one NEO. 

14. These same proxy statements failed to disclose perquisites of a total of 

approximately $179,000 for Furman and $142,000 for certain other NEOs combined for the 

fiscal years 2017 to 2020, consisting of travel-related expenses for Furman’s and the other 

NEOs’ spouses to attend customer and industry receptions and other functions, and for personal 

security that was not directly and integrally related to the performance of Furman’s and certain 

other NEOs’ duties. As a result, Greenbrier understated the perquisites provided to Furman and 

the other NEOs by approximately $320,000 during fiscal years 2017 to 2020.  

15. Greenbrier incorporated by reference relevant portions of its proxy statements for 

fiscal years 2017 to 2020 into its annual reports filed with the Commission on Form 10-K. 

16. Between 2017 and 2021, during the period that its proxy statements and annual 

reports filed with the Commission on Form 10-K were materially misstated, Greenbrier offered and 

sold securities, including through grants of restricted stock units to it employees and through offers 

and sales of convertible notes. 



 5 

Greenbrier’s Failure to Disclose the Amount of Furman’s  

Interest in Greenbrier’s Charter of Furman’s Private Aircraft 

17. During fiscal years 2017 to 2021, Furman owned a private aircraft that he leased 

to a private aircraft management company, which operated the aircraft and chartered it to third-

party customers on Furman’s behalf. Greenbrier regularly chartered Furman’s aircraft from the 

management company for Greenbrier’s employees’ business-related travel. Pursuant to an 

agreement between Furman and the aircraft management company, Furman was entitled to 

receive 85% of the aircraft’s hourly charter rate for each actual flight hour that the management 

company chartered the aircraft to a third party. The management company also charged 

customers certain additional expenses and Furman did not receive a portion of those additional 

expenses. During fiscal years 2017 to 2021, Furman received approximately $1.6 million of the 

total amount Greenbrier paid for the charter of his aircraft. 

18. Each of Greenbrier’s proxy statements for fiscal years 2017 to 2021 contain a 

section titled “Related Party Transactions.” In those sections, Greenbrier disclosed that Furman 

owns a private aircraft that is managed by an independent management company; that Greenbrier 

had chartered Furman’s aircraft from the independent management company; and that, in the 

aggregate, Greenbrier had paid the aircraft management company approximately $3 million to 

charter Furman’s plane.  

19. Greenbrier’s annual reports filed on Form 10-K for fiscal years 2017 to 2021 

incorporate by reference the “Related Party Transactions” section in the proxy statements for fiscal 

years 2017 to 2021. 

20. Greenbrier’s proxy statements and annual reports for fiscal years 2017 to 2021 did 

not disclose that Furman received approximately $1.6 million from Greenbrier’s charters of 

Furman’s aircraft from the private aircraft management company. 

D&O Questionnaires 

21. During fiscal years 2017 to 2021, Greenbrier required Furman to complete an 

annual Directors & Executive Officers Questionnaire (the “D&O Questionnaire”), which 

Greenbrier used to prepare its annual proxy statements. Furman completed a D&O Questionnaire 

for each fiscal year from 2017 to 2021. 

22. The D&O Questionnaires state that “[t]he Company is required by the SEC to 

disclose the value of nonmonetary benefits (commonly referred to as ‘fringe benefits’ or 

‘perquisites’) given to you by the Company or any Affiliates.” The D&O Questionnaires explain 

that perquisites “include items that provide direct or indirect benefit to you and that have a personal 

aspect, even if an item may be provided for some business reason or for the convenience of the 

Company.” The D&O Questionnaires further explain that, “[y]ou do not need to disclose those 

items that are integrally and directly related to the performance of your duties.” However, the 

questionnaires cautioned that, “[i]f you have doubts as to whether a particular item is a perquisite 

or personal benefit, disclose the item.” In each D&O Questionnaire for fiscal years 2017 to 2021, 



 6 

Furman did not disclose the perquisites listed above related to travel expenses for his spouse or for 

personal security. 

23. The D&O Questionnaires ask the recipient to identify any related person 

transactions. For each related person transaction, the D&O Questionnaires asked the recipient to 

provide “[t]he approximate dollar value of the amount of the Person’s Interest in the Transaction, 

which shall be computed without regard to the amount of profit or loss.” In each D&O 

Questionnaire for fiscal years 2017 to 2021, Furman identified the “Furman aircraft” as a related 

person transaction, but he did not provide the approximate dollar value of the amount of his 

interest in Greenbrier’s lease of his aircraft.  

Violations 

24. Section 17(a)(2) of the Securities Act makes it unlawful, in the offer or sale of 

securities, to obtain money or property by means of any untrue statement of a material fact or 

any omission to state a material fact necessary in order to make the statements made, in light of 

the circumstances under which they were made, not misleading. Negligence is sufficient to 

establish violations of Section 17(a)(2); no finding of scienter is required. Aaron v. SEC, 446 

U.S. 680, 701-02 (1980). As a result of the conduct described above, Greenbrier violated Section 

17(a)(2) of the Securities Act. 

25. Section 17(a)(3) of the Securities Act makes it unlawful, in the offer or sale of 

securities, to engage in any transaction, practice, or course of business which operates or would 

operate as a fraud or deceit upon the purchaser. Negligence is sufficient to establish violations of 

Section 17(a)(3); no finding of scienter is required. Aaron, 446 U.S. at 696-97. As a result of the 

conduct described above, Greenbrier violated Section 17(a)(3) of the Securities Act.  

26. In addition, as a result of the conduct described above, Greenbrier violated 

Section 14(a) of the Exchange Act and Rules 14a-3 and 14a-9 thereunder. No showing of 

scienter is required to establish violations of Section 14(a) and Rules 14a-3 and 14a-9 

thereunder. Gerstle v. Gamble-Skogmo, Inc., 478 F.2d 1281, 1299-1300 (2d Cir. 1973). 

27. In addition, as a result of the conduct described above, Greenbrier violated 

Section 13(a) of the Exchange Act and Rules 13a-1 and 12b-20 thereunder, which require every 

issuer of a security registered pursuant to Section 12 of the Exchange Act to file with the 

Commission information, documents, and annual reports as the Commission may require, and 

mandate that periodic reports contain such further material information as may be necessary to 

make the required statements not misleading.  

28. In addition, as a result of the conduct described above, Greenbrier violated 

Section 13(b)(2)(A) of the Exchange Act, which requires reporting companies to make and keep 

books, records, and accounts which, in reasonable detail, accurately and fairly reflect their 

transactions and dispositions of their assets. 



 7 

29. In addition, as a result of the conduct described above, Greenbrier violated 

Section 13(b)(2)(B) of the Exchange Act, which requires reporting companies to devise and 

maintain a system of internal accounting controls sufficient to, among other things, provide 

reasonable assurances that transactions are executed in accordance with management’s general 

or specific authorization and are recorded as necessary to maintain accountability for assets, and 

that access to assets is permitted only in accordance with management’s general or specific 

authorization. 

Greenbrier’s Remedial Efforts 

30. In determining to accept the Offer, the Commission considered remedial acts 

undertaken by Respondent. Specifically, Greenbrier (i) developed new internal controls over 

perquisite and other proxy disclosures, expense reporting, and travel and (ii) trained NEOs and 

employees on expense report completion and the D&O Questionnaire. 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange 

Act, Greenbrier cease and desist from committing or causing any violations and any future 

violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act and Sections 13(a), 

13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 14a-3, and 

14a-9 thereunder. 

B. Respondent Greenbrier shall, within 10 days of the entry of this Order, pay a civil 

money penalty in the amount $1,000,000 to the Securities and Exchange Commission for 

transfer to the general fund of the United States Treasury, subject to Exchange Act Section 

21F(g)(3). If timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 

3717.  

Payment must be made in one of the following ways:  

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

http://www.sec.gov/about/offices/ofm.htm


 8 

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Greenbrier as a Respondent in these proceedings, and the file number of these proceedings; a copy 

of the cover letter and check or money order must be sent to Monique Winkler, Regional Director, 

San Francisco Regional Office, Securities and Exchange Commission, 44 Montgomery Street, 

Suite 2800, San Francisco, CA, 94104.  

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 

of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 By the Commission. 

 

Vanessa A. Countryman 

Secretary 

 


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